WEB DEVELOPMENT AGREEMENT

Date: 27th September, 2023

To,
EcoGoods LLC,
123 Green Street,
EcoTown, State of Sustainability.

Project: Web redesigning and development of Eco Goods LLC

Subject: Web Development Agreement
Dear Sir,
We are pleased to provide our services for the project of Web Designing and Development for
the value of Rs.25,000/- (Rupees Twenty Five Thousand) in accordance with the terms & condi-
tions of the Contract Agreement
The commencement date for the contract is 29th October 2023.The completion time for your
scope of work shall be Five months starting from the commencement date.
We look forward to starting the project and completing the project successfully
Yours Sincerely

______________
TechSolutions Inc
Managing director

CONTRACT AGREEMENT
This agreement is made at Tech City 29th October, 2023 by and between -
TechSolutions Inc., with its principal place of business at 456 Tech Avenue,TechCity, State of
Innovation.
AND
EcoGoods LLC, registered under the Revised Uniform Limited Liability Company Act, The
EcoGoods LLC, with its principal place of business at 123 Green Street,EcoTown, State of Sus-
tainability.
NOW THEREFORE IN CONSIDERATION OF THE PREMISES AND MUTUAL
COVENANTS AND AGREEMENTS CONTAINED HEREIN THE PARTIES HERETO
AGREE AS FOLLOWS:

1. PARTIES
1.1 The Web Development Agreement hereafter referred as the 'Agreement' is made effective as
of 29th October 2023 by and between EcoGoods LLC, with its principal place of business at 123
Green Street,EcoTown, State of Sustainability hereafter referred as the ‘Client’ and TechSolu-
tions Inc., with its principal place of business at 456 Tech Avenue,TechCity, State of Innovation
hereafter referred to as ‘Web Developer’ (collectively referred to as the Parties).

2. SCOPE OF WORK
2.1 Whereas the client is a sustainable products retailer who desires to refurbish its existing web -
site to improvise user experience and to provide E-commerce services and is willing by virtue of
this agreement to engage with the Web Developer to provide the services of development and
designing of the website.
2.2 Whereas the Web Developer has expertise in the field of designing and development of web -
sites, thus are proficient in designing the visual aesthetics and user experience of a website, and
governs its functionality and operational aspects accepts the engagement to design and develop
website for the Client in accordance with the terms and conditions as per the agreement.
2.3 The Web Developer will comprehensively redesign, create, and launch the existing website
for the Client, adhering strictly to sustainable and eco-friendly design standards.The primary ob-
jective of the website is to include an e-commerce platform for the sale of sustainable goods.
2.4 The Web Developer agrees to offer, after launch, maintenance and support services for a
predetermined amount of time to make sure the website runs smoothly.
2.5 The client consents to supply all content that is important, branding guidelines, and any other
documents that are needed to facilitate the working of the website.
2.6 As per the consent of the parties, IP address shall be the same as purchased and Domain
name shall be registered in the name of the Client.

3. TIMELINE
3.1 As agreed by the parties the project shall commence on 29th October, 2023. The timeline for
the following project will be for a period of Two months and an additional Three months mainte -
nance and support services will be provided post launch of the website. Thus the Web Developer
shall provide the client services for a total period of Five months.
3.2 During this period the Web Developer shall develop and design the website according to the
mode preferred by the client.
3.3 The deadline has to be complied by the Web Developer, provided that if the timeline is not
followed the actions will be taken subject to the conditions of the agreement.
3.4 Draft of the design or sketch of the interface must be produced and then approved by the
client before the implementation of the same, in case of additional changes by the client the time
period for the web development designing shall be extended according to the complexity of the
changes in Model.
3.5 The Web Developer has agreed to complete content integration within Three weeks from the
effective date of agreement, the structure of content and user centred design must be presented to
the client in periodic meetings that will be held once every month.
3.6 The testing of the website must be established by the end of Six weeks from the effective
date of agreement and if any inconsistency is established then the same must be resolved within
the fixed period of timeline.

4. COMPENSATION
4.1 The parties have agreed on the payment structure based on ‘ Fixed Project Price’. The price
is determined based on the scope of work and expected delivery. The consideration amount
agreed upon by the parties is Rs 25,000/-
4.2 The parties have consented to 30% of total project cost, An advance amount of Rs 7,500/-
( Rs Seven Thousand Five Hundred only) has to be paid as a token amount to the Web Developer
by the client to initiate the project.
4.3 The residue amount of Rs 17,500/- (Rs Seventeen Thousand Five Hundred)has to be paid af-
ter the expiry of timeline and completion of project.
4.4 The parties have agreed to Bank Transfer, NEFT, RTGS, Electronic Fund Transfer as their
preferred payment method. The consideration amount shall be paid to the Web Developers pre-
ferred bank according to the bank details provided by the Web Developer.
4.5 As agreed by the parties, if any changes , additional costs, and extra maintenance occur dur-
ing or after the launch of the website, the additional cost has to be paid by the client as part of the
services provided by the Web Developer.

5. INTELLECTUAL PROPERTY
5.1 As agreed by the parties, the ownership of the Website would be established with the client
itself. Any pre-existing intellectual property provided by the client for the development of the
website shall remain the property of the client.
5.2 The parties acknowledge and agree that, all Intellectual property rights in the making of the
website will lie in the ratio of 60-40% with the Client and Web developer respectively.
5.3 The web developer for the purpose of providing services shall make use of any open source
software, applications and third party assets. When in use of such assets it must be subject to li-
censes in relation to the components used and such use must be disclosed to the client.

6. CONFIDENTIALITY
6.1 For the purposes of this Agreement, "Confidential Information" refers to any and all non-
publicly known information, data, documents, or materials that the Client discloses to the Web
Developer, whether verbally or in writing. This covers, among other things, trade secrets, finan-
cial records, business plans, trade secrets, technical data, and any other confidential information
related to the client's operations.
6.2 The Web Developer is obligated to maintain strict confidentiality of all Confidential Informa-
tion, preventing unauthorized use, access, or disclosure. They must only use it for web develop-
ment services and restrict access to employees or subcontractors who have a legitimate need for
it.
6.3 Confidentiality obligations do not apply to information that was already in the Web Devel-
oper's possession, became publicly known without wrongful actions, was independently devel-
oped without Client's Confidential Information, or was lawfully obtained from a third party.
6.4 The Web Developer acknowledges that a breach of confidentiality could cause irreparable
harm to the Client, and the Client can seek injunctive relief without a bond.
6.5 The Confidentiality Clause is to be interpreted and enforced in accordance with the laws of
Section 27 of Indian Contract Act 1872
7. TERMINATION
7.1 The client may terminate the Agreement at any time provided that a written notice is pro-
vided to Web Developer in their registered place of work. The client shall compensate for all the
services provided by the web developer to the date of termination.
7.2 The web developer may terminate the contract, provided that a written notice is provided to
the Client in their registered office, the client is entitled to receive refund of any consideration
that has been provided by the Client for the services excluding the services that have been pro -
vided by the Web Developer.
7.3 The Agreement may be terminated with immediate effect by either party in the event of ma -
terial breach of any provision in the agreement by the other party. The termination shall provide
the other party with a written notice stating the breach of terms and conditions, following which
a period of 14 days would be given to the breaching party to rectify the error and find a remedy
to the breach. Within the specified period if an amicable remedy is not extended then the Agree-
ment would be terminated.
7.4 In the event of a termination, the Web Developer will give the Client quick access to all ma -
terials, unfinished work, and confidential information. Up until the termination date, the Client is
responsible for paying any outstanding fees for services provided by the Web Developer.

8. LIABILITY
8.1 The Web Developer shall not be held liable for any loss, direct or indirect damages arising
out of this Agreement including loss of profits, business interruption or economic loss in any
form.
8.2 The Web Developer can be held liable only for the non performance of services or ‘Defi-
ciency ins services’, in any such situation that arises the web developer will be liable to return
any kind of revenue or monetary benefit that has been achieved during this period.
8.3 The Web Developer would be held liable for any action of negligence caused during the
course of work and is liable to rectify the same, failure of which may lead to consequences
8.4 The Client may be held liable for non-payment of remuneration, following which legal action
will be taken if the client doesn't pay within the stipulated terms outlined in the agreement.
In the event that payment is not received, the Web Developer retains the right to pursue the fol-
lowing measures:
 a. Place the project on hold until payment is received.
b. From the date of the due date until payment is received, an interest is to be imposed on
past-due sums at the rate of 2%.
c. Pursue all legal options provided by the Indian Contract Act of 1872 and any other rele-
vant legislation.

d. Recover all reasonable expenses incurred in the process of recovering outstanding fees, such
as collection and legal fees, but without limitation.
8.5 The Client acknowledges that non-payment may result in legal action to recover the out-
standing amounts, and the Client shall be responsible for any legal costs associated with such ac -
tions.

9. WARRANTY AND GUARANTEE

9.1 The web developer acknowledges that the services provided under the Agreement will be
performed with due diligence and with professionalism consistent with the standard operating
procedure and other legal regulations.
9.2 The Web Developer guarantees that the services provided are to the best of his knowledge.
9.3The warranty period shall commence from the effective date of launch of the website and
shall continue for a period Six months from the effective date of launch of the website.
9.4 The Web developer guarantees that post launch of the website, the functioning will be in ac-
cordance with the specifications mentioned by the client elucidated in the terms and conditions
of the Agreement.
9.5 The Web Developer guarantees that maintenance and client services will be provided for a
period of 3 months which includes technical and functional support as specified in the agree-
ment.
9.6 The Web Developer does not guarantee any further services or liability in relation to the
website if any alteration, modification has been made by any third party other than the web de -
veloper without their prior consent.
9.7 The Web Developer does not take the guarantee for any external factors, Force majeure
events, viruses or any other factor affecting which is not in relation to the services provided .
9.8 The warranty acknowledged by the Web developer will be governed under Sales of Goods
Act, 1930.
10. DISPUTE RESOLUTION
10.1 In an event where any dispute arising in relation with the Agreement, the parties have
agreed to by opting the first attempt to resolve the issue amicably through mediation. The parties
shall mutually appoint a Mediator within 21 days of either parties written request to mediate. The
cost of mediator shall be divided equally between the parties.
10.2 If the dispute is not resolved by mediation or if either party is not willing to to resolve the
dispute by mediation then the dispute shall be resolved by Arbitration in accordance with the
rules of Arbitration agreed upon by both the parties and underlying the principles of the govern-
ing law, The Arbitration and Conciliation Act, 1996.
10.3 The Arbitration proceedings shall be governed by the Arbitration and Conciliation Act 1996
and in accordance with the laws that are applicable where the Arbitration proceeding takes place.
The decision of the arbitrator shall be considered final and binding on the parties and enforceable
in any court in accordance with the Jurisdiction.
10.4 The parties agree that if a resolution is required by the court, legal action shall be filed in
the court of Tech City, State of Sustainability.
10.5 As agreed by the parties, each party shall bear its own cost and legal fees that arise out of
the dispute resolution in association with the agreement.
10.6 Either of the parties can seek injunctive relief in court of competent jurisdiction to address
any immediate harm or the commission of wrong. Injunction shall be governed under the ‘Indian
Contract Act,1872’

IN WITNESS WHEREOF THE, PARTIES HAVE EXECUTED AND DELIVERED THIS

SERVICES CONTRACT AS OF THE DATE FIRST ABOVE WRITTEN.
SIGNED AND DELIVERED

For and on behalf of TechSolutions Inc For and on behalf of EcoGoods LLC
(Contractor) (Contractee)
________________________________
________________________________
Managing Director - XYZ Managing Director - ABC
Witness : _______________ Witness : _______________
Name: A Name: B

EXHIBIT- A
When used in this Web Development Agreement, the capitalized terms listed below shall have
the following meanings:
“Web Site” means a series of interconnected Web Pages residing in a single directory on a sin-
gle Web Server.
“Web Page” means a document or file that is formatted using HTML and that is intended to be
accessible by Internet users with a Web Browser.
“Code” shall mean HTML, XHTML, Cold Fusion, ASP, JavaScript, SQL Server, or any other
professional computer programming/formatting code, any files necessary to make image maps
function, and any server or source code necessary to make forms, buttons, check-boxes, and sim-
ilar function.
“Derivative Work” shall mean any work that is based upon one or more preexisting works, such
as a revision, modification, translation, abridgment, condensation, expansion, or any other form
in which such preexisting works may be transformed, revised, or adapted (including via linking a
preexisting work into the Derivative Work so that a Web Browser would display the preexisting
work within the Derivative Work), and that, if prepared without authorization of the copyright
owner in such pre existing work, would constitute a copyright infringement. For purposes hereof,
a Derivative Work shall also include any compilation that incorporates such a preexisting work.
“Enhancements” shall mean changes or additions to the Code and related Documentation.
“Error” shall mean any error, problem, omission, or defect resulting from (1) an incorrect func-
tioning of Code, (2) information displayed on a Web Page that is inconsistent with the informa-
tion provided by Client, (3) incorrect sequencing of Web Pages, or (4) any failure of the Deliver-
ables to meet Client specifications.