Devan Plaza 6th Floor Crossway Road,Westlands | PO Box 105024 -00101, Nairobi

Phone: +254 723 274 774 | Email:[email protected] | Web: www.zalegoinstitute.com

MOBILE APPLICATION DEVELOPMENT AGREEMENT

1. Identification of the Parties:

This Agreement is made between company ABC with a principal place of business

at Teleposta Towers, Core B, 10th Floor and XYZ with a principal place of business at Devan
plaza, Westlands, Cross way road 6th floor.

2. Purpose of Agreement:
Customer desires to use XYZ as an independent contractor to develop Android based mobile
application described in the Specifications document attached to and made part of this
Agreement. Company is ready, willing and able to undertake the development of the Software
and agrees to do so under the terms and conditions set forth in this Agreement. Accordingly, the
parties agree as follows:

3. Acceptance Testing of Software:

Customer shall have 30 days from the date of delivery of the Software in final form to inspect,
test and evaluate it to determine whether the Software satisfies the acceptance criteria in
accordance with procedures set forth in the Development Plan, or as established by Developer
and approved by Customer prior to testing.

If the Software does not satisfy the acceptance criteria, Customer shall give Developer written
notice stating why the Software is unacceptable. Developer shall have 30 days from the receipt of
 Devan Plaza 6th Floor Crossway Road,Westlands | PO Box 105024 -00101, Nairobi
Phone: +254 723 274 774 | Email:[email protected] | Web: www.zalegoinstitute.com

such notice to correct the deficiencies. Customer shall then have 30 days to inspect, test and
evaluate the Software. If the Software still does not satisfy the acceptance criteria, Customer shall
have the option of either (1) repeating the procedure set forth above, or (2) terminating this
Agreement pursuant to the section of this Agreement entitled "Termination." If Customer does
not give written notice to Developer within the initial 30-day inspection, testing and evaluation
period or any extension of that period, that the Software does not satisfy the acceptance criteria,
Customer shall be deemed to have accepted the Software upon expiration of such period.

4. Maintenance of Software:

Beginning on the first day of the first month following expiration of the warranty period set forth
in the section of this Agreement entitled "Warranties," Developer shall provide the following
error-correction and support services:

error correction services, consisting of Developer using all reasonable efforts to design, code and
implement programming changes to the Software, and modifications to the documentation, to
correct reproducible errors therein so that the Software is brought into substantial conformance
with the Specifications.

Payment for Maintenance: Maintenance refers to editing, error-correction, removing any item
that was in the application after development. Customer shall pay Developer annual sum of
$1200, payable in quarterly installments beginning on the first day of the first month following
expiration of any warranty period.

1 year after the date of Customer's final acceptance of the Software, Developer shall be entitled
to increases in the maintenance fee upon at least 10 days' prior written notice to Customer.
 Devan Plaza 6th Floor Crossway Road,Westlands | PO Box 105024 -00101, Nairobi
Phone: +254 723 274 774 | Email:[email protected] | Web: www.zalegoinstitute.com

Extra expenses: Any extra expenses required either in purchase of third party application,
marketing/promotional expenses will be the responsibility of the customer.

New module: Should the customer be interested in adding new modules to the existing software
platform, this will be treated as a different cost which will be discussed between the customer and
the developer.

Customer's Role in Maintenance: The provision of the error-correction and support services
described above shall be expressly contingent upon Customer promptly reporting any errors in
the Software or related documentation to Developer in writing and not modifying the Software
without Developer's written consent.

Term of Support: Subject to timely payment by Customer of the maintenance fees, Developer
shall offer the maintenance described above for a minimum of 1 year after completion of the
development work under this Agreement.

Customer Termination of Maintenance: Customer may discontinue the maintenance services

described above upon not less than 90 days' written notice to Developer.

5. Ownership of Software:
 Devan Plaza 6th Floor Crossway Road,Westlands | PO Box 105024 -00101, Nairobi
Phone: +254 723 274 774 | Email:[email protected] | Web: www.zalegoinstitute.com

Developer assigns to Customer its entire right, title and interest in anything created or developed
by Developer for Customer under this Agreement ("Work Product") including all patents,
copyrights, trade secrets and other proprietary rights. This assignment is conditioned upon full
payment of the compensation due Developer under this Agreement.

Developer shall execute and aid in the preparation of any documents necessary to secure any
copyright, patent, or other intellectual property rights in the Work Product at no charge to client.
However, Customer shall reimburse Developer for reasonable out-of-pocket expenses.

6. Warranties:

THE SOFTWARE FURNISHED UNDER THIS AGREEMENT IS PROVIDED ON AN AS

“AS IS” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS,
IMPLIED OR STATUTORY; INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.

NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE

OF PERFORMANCE OR TRADE USAGE. DEVELOPER DOES NOT WARRANT THAT
THE SOFTWARE WILL MEET CUSTOMER'S NEEDS OR BE FREE FROM ERRORS, OR
THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. THE
FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS
 Devan Plaza 6th Floor Crossway Road,Westlands | PO Box 105024 -00101, Nairobi
Phone: +254 723 274 774 | Email:[email protected] | Web: www.zalegoinstitute.com

AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED
FOR THE SOFTWARE.

7. Intellectual Property Infringement Claims:

Developer warrants that Developer will not knowingly infringe on the copyright or trade secrets
of any third party in performing services under this Agreement. To the extent any material used
by Developer contains matter proprietary to a third party. Developer will not knowingly infringe
upon any existing patents of third parties in the performance of services required by this
Agreement, but Developer MAKES NO WARRANTY OF NON-INFRINGEMENT of any
native country (Kenya) or foreign patent.

8. Limitation of Developer's Liability to Customer:

(a) In no event shall Developer be liable to Customer for lost profits of Customer, or special or
consequential damages, even if Developer has been advised of the possibility of such damages.

(b) Developer shall not be liable for any claim or demand made against Customer by any third
party except to the extent such claim or demand relates to copyright, trade secret or other
 Devan Plaza 6th Floor Crossway Road,Westlands | PO Box 105024 -00101, Nairobi
Phone: +254 723 274 774 | Email:[email protected] | Web: www.zalegoinstitute.com

proprietary rights, and then only as provided in the section of this Agreement entitled Intellectual
Property Infringement Claims.

(c) Customer shall indemnify Developer against all claims, liabilities and costs, including
reasonable attorney fees, of defending any third party claim or suit arising out of the use of the
Software provided under this Agreement, other than for infringement of intellectual property
rights. Developer shall promptly notify Customer in writing of any third party claim or suit and
Customer shall have the right to fully control the defense and any settlement of such claim or
suit.

9. Confidentiality:

During the term of this Agreement and for 2 years afterward, Developer will use reasonable care
to prevent the unauthorized use or dissemination of Customer's confidential information.
Reasonable care means at least the same degree of care Developer uses to protect its own
confidential information from unauthorized disclosure.
 Devan Plaza 6th Floor Crossway Road,Westlands | PO Box 105024 -00101, Nairobi
Phone: +254 723 274 774 | Email:[email protected] | Web: www.zalegoinstitute.com

Confidential information is limited to information clearly marked as confidential or disclosed

orally that is treated as confidential when disclosed and summarized and identified as
confidential in a writing delivered to Consultant within 15 days of disclosure.

Confidential information does not include information that:

• The Developer knew before Customer disclosed it

• is or becomes public knowledge through no fault of Consultant

• Developer obtains from sources other than Customer who owe no duty of confidentiality to
Customer, or

• Developer independently develops.

10. Term of Agreement

 Devan Plaza 6th Floor Crossway Road,Westlands | PO Box 105024 -00101, Nairobi
Phone: +254 723 274 774 | Email:[email protected] | Web: www.zalegoinstitute.com

This Agreement commences on the date it is executed and shall continue until full performance
by both parties, or until earlier terminated by one party under the terms of this Agreement.

11. Termination of Agreement

Each party shall have the right to terminate this Agreement by written notice to the other if a
party has materially breached any obligation herein and such breach remains uncured for a period
of 30 days after written notice of such breach is sent to the other party.

If Developer terminates this Agreement because of Customer's default, all of the following shall
apply:

(a) Customer shall immediately cease use of the Software.

(b) Customer shall, within 10 days of such termination, deliver to Developer all copies and
portions of the Software and related materials and documentation in its possession furnished by
Developer under this Agreement.

(c) All amounts payable or accrued to Developer under this Agreement shall become immediately
due and payable.

(d) All rights and licenses granted to Customer under this Agreement shall immediately
terminate.

This Agreement may be terminated by Customer for its convenience upon thirty 30 days' prior
written notice to Developer. Upon such termination, all amounts owed to Developer under this
Agreement for accepted work shall immediately become due and payable and all rights and
licenses granted by Developer to Customer under this Agreement shall immediately terminate.
 Devan Plaza 6th Floor Crossway Road,Westlands | PO Box 105024 -00101, Nairobi
Phone: +254 723 274 774 | Email:[email protected] | Web: www.zalegoinstitute.com

12. Developer an Independent Contractor:

Developer is an independent contractor, and neither Developer nor Developer's staff is, or shall
be deemed, Client's employees. In its capacity as an independent contractor, Developer agrees
and represents, and Customer agrees, as follows:

(a) Developer has the right to perform services for others during the term of this Agreement
subject to noncompetition provisions set out in this Agreement, if any.

(b) Developer has the sole right to control and direct the means, manner and method by which the
services required by this Agreement will be performed.

(c) Developer has the right to perform the services required by this Agreement at any place or
location and at such times as Developer may determine.

(d) Developer will furnish all equipment and materials used to provide the services required by
this Agreement, except to the extent that Consultant's work must be performed on or with
Customer's computer or existing software.

(e) The services required by this Agreement shall be performed by Developer, or Developer's
staff, and Customer shall not be required to hire, supervise or pay any assistants to help
Developer.
 Devan Plaza 6th Floor Crossway Road,Westlands | PO Box 105024 -00101, Nairobi
Phone: +254 723 274 774 | Email:[email protected] | Web: www.zalegoinstitute.com

(f) Developer is responsible for paying all ordinary and necessary expenses of its staff.

(g) Neither Developer nor Developer's staff shall receive any training from Customer in the
professional skills necessary to perform the services required by this Agreement.

(h) Neither Developer nor Developer's staff shall be required to devote full-time to the
performance of the services required by this Agreement.

(i) Customer shall not provide insurance coverage of any kind for Developer or Developer's staff.

(j) Customer shall not withhold from Developer's compensation any amount that would normally
be withheld from an employee's pay.

13. Non-Solicitation of Developer's Employees:

Customer agrees not to knowingly hire or solicit Developer's employees during performance of
this Agreement and for a period 2 years after termination of this Agreement without Developer's
written consent.
 Devan Plaza 6th Floor Crossway Road,Westlands | PO Box 105024 -00101, Nairobi
Phone: +254 723 274 774 | Email:[email protected] | Web: www.zalegoinstitute.com

14. General Provisions:

(a) Complete Agreement: This Agreement together with all exhibits, appendices or other
attachments, which are incorporated herein by reference, is the sole and entire Agreement
between the parties. This Agreement supersedes all prior understandings, agreements and
documentation relating to such subject matter. In the event of a conflict between the provisions of
the main body of the Agreement and any attached exhibits, appendices or other materials, the
Agreement shall take precedence.

(b) Modifications to Agreement: Modifications and amendments to this Agreement, including

any exhibit or appendix hereto, shall be enforceable only if they are in writing and are signed by
authorized representatives of both parties.

(b) Notices: All notices and other communications given in connection with this Agreement shall
be in writing and shall be deemed given as follows:

(c) No Agency: Nothing contained herein will be construed as creating any agency, partnership,
joint venture or other form of joint enterprise between the parties.
 Devan Plaza 6th Floor Crossway Road,Westlands | PO Box 105024 -00101, Nairobi
Phone: +254 723 274 774 | Email:[email protected] | Web: www.zalegoinstitute.com

(d) Assignment: The rights and obligations under this Agreement are freely assignable by either
party. Customer shall retain the obligation to pay if the assignee fails to pay as required by this
Agreement.

15. Signatures:

Each party represents and warrants that on this date they are duly authorized to bind their
respective principals by their signatures below.

Customer: [IMS]

By: ____________________________________

(Signature)

________________________________________
 Devan Plaza 6th Floor Crossway Road,Westlands | PO Box 105024 -00101, Nairobi
Phone: +254 723 274 774 | Email:[email protected] | Web: www.zalegoinstitute.com

Title: _________________________________

Date: _________________

Developer: [XYZ ]

By: ____________________________________

(Signature)

________________________________________

Title: _________________________________
 Devan Plaza 6th Floor Crossway Road,Westlands | PO Box 105024 -00101, Nairobi
Phone: +254 723 274 774 | Email:[email protected] | Web: www.zalegoinstitute.com

Date: _________________

Lawyer: [Jude]

By: ____________________________________

(Signature)

________________________________________

Title: _________________________________