Software Development Contract
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ScribdTranslationsSoftware Development Contract
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ScribdTranslationsSOFTWARE DEVELOPMENT AGREEMENT
This document establishes the SOFTWARE DEVELOPMENT CONTRACT entered
into by:
Xxxxxxxx with RUC No. xxxxxxxxxxx, with address at xxxxxxxxxxx, Lima, Peru,
duly represented by its General Manager, xxxxxxxxxx, identified with DNI
xxxxxxxx according to the power registered in Registry Record No. xxxxxxxxx,
who will hereinafter be referred to as THE COMPANY.
Xxxxxxxx with RUC No. xxxxxxxxxxx, with address at xxxxxxxxxxx, Lima, Peru,
duly represented by its General Manager, xxxxxxxxxx, identified with DNI
xxxxxxxx according to the power registered in Registry Record No. xxxxxxxxx,
who will hereinafter be referred to as THE DEVELOPER.
The contracting parties mutually recognize, in the capacity in which they intervene, full
legal capacity to contract and in the case of representing third parties, each of the
parties involved assures that the power with which they act has not been revoked or
limited, and that it is sufficient to bind their representatives by virtue of this SOFTWARE
DEVELOPMENT CONTRACT and for such purpose:
THEY EXPLAIN:
YO. That THE DEVELOPER, in accordance with his professional activity, is dedicated
to the programming and integration of software systems.
II. That THE COMPANY is interested in hiring THE DEVELOPER to develop a software
system with the requirements and stipulations agreed upon in this contract.
III. That based on the above, both parties agree to the subscription of this contract
which will be governed in accordance with the following clauses:
CLAUSE ONE: DEFINITIONS
In this contract, corrective maintenance is understood as defined in the IEEE 1229-
1998 technical standard for software maintenance: “Modifications made to a software
product after delivery to correct discovered defects.”
Adaptive or perfective maintenance is understood in this contract as defined in the
same technical standard for software maintenance IEEE 1229-1998: “Modifications
made to a software product after its delivery to adapt its operation to new conditions of
the operating environment, or to expand or modify its operation.”
Software is understood as defined in Legislative Decree No. 822 in article 2, paragraph
34: “Expression of a set of instructions through words, codes, plans or in any other
form that, when incorporated into an automated reading device, is capable of making a
computer execute a task or obtain a result.”
SECOND CLAUSE: PURPOSE
The purpose of this contract is the development by THE DEVELOPER of a software
system to manage the sale and distribution of MANDATORY TRAFFIC ACCIDENT
INSURANCE POLICIES, the management of REPLACEMENT DRIVER services and
the management of the sale and distribution of OTHER PRODUCTS.
The final product will be integrated into a functional solution, WITH DOUBLE
INTERFACE. A FULL DESKTOP VERSION for computers running any Microsoft
operating system (Windows) and a WEB VERSION for computers with Microsoft
operating systems as well as other platforms: Linux, Mac, etc.
The price of the Software Development Service is ……….. And 00/100 NEW SOLES
(S/ .…………. ) including the General Sales Tax.
Payment of invoices will be made as follows: upon signing this contract, THE
COMPANY will deliver a 50% advance payment. The balance will be paid after 45
calendar days.
THIRD CLAUSE: DEVELOPMENT CYCLE – REQUIREMENTS.
The construction of the Software System subject to this contract will be carried out
within a period of 30 calendar days counted from the signing of this contract and
delivery of the corresponding advance payment, at the end of which the developed
product will be delivered according to the stipulations of the second clause.
The functional and non-functional requirements that the product must meet are:
4.1. FUNCTIONAL
1. Manage the sale and distribution of MANDATORY TRAFFIC ACCIDENT
INSURANCE POLICIES.
2. Manage the use of the REPLACEMENT DRIVER SERVICE.
3. Manage the sale and distribution of OTHER PRODUCTS.
4. Manage access to the system through prior authentication and by access levels
according to the role of each user.
5. Record user activity within the system.
6. Provide interfaces for exporting data to spreadsheets or text files for further
analysis.
7. Provide a Report generator integrated into the system to allow the user to
create reports according to their needs.
4.2. NOT FUNCTIONAL
1. Internal wired network
2. Server with 32 or 64-bit Windows Server Operating System. Minimum
Requirements: Intel Xeon Processor, 4 GB of installed RAM, 1 TB Hard Drive.
3. SQL SERVER and ADO.NET Framework 4.5 installed on the server. ADO.NET
Framework 4.5 on workstations or points of sale for the DESKTOP VERSION and/or a
Browser (Internet Explorer 8.0+, Mozilla Firefox 2.0+, Google Chrome 1.0+, Opera
9.5+, Apple Safari 3.0) installed on workstations or points of sale for the WEB
VERSION. If you need to use the WEB VERSION outside the company's facilities, you
must have a Business Internet Service with a fixed IP for the Server that runs the
application and sufficient bandwidth (The bandwidth must take into account the other
uses of the Internet made by the users, so a good provision is recommended).
4. Workstations or points of sale with 32 or 64-bit operating systems. Minimum
requirements: I3 processor, 4GB memory, 500 GB hard drive
5. Barcode readers (One for each workstation or point of sale).
CLAUSE FOUR: DELIVERY OF SOFTWARE PRODUCTS
At the end of the established period, THE DEVELOPER will proceed with the delivery
of the final modules of the product.
For the purposes and purposes of this contract, delivery means:
Integration and installation in correct working order, by THE DEVELOPER of
the developed software, on the production hardware equipment, which for this
purpose THE COMPANY will have available and accessible telematically and
physically for THE DEVELOPER's technical staff.
Delivery by THE DEVELOPER to THE COMPANY, in digital format, of all final
software products and by-products developed, understood as the application
executables and manuals.
A part of the system will be considered delivered when it is installed and in a condition
to operate without apparent errors, and all software products and sub-products are
delivered in digital format.
FIFTH CLAUSE: VALIDATION OF DELIVERY
Following delivery of the system, THE COMPANY will have FIFTEEN calendar days to
carry out the verification and validation tests it deems appropriate.
If during the tests you find errors or deficiencies, you will notify THE DEVELOPER in
writing, so that they can be verified and corrected.
If FIFTEEN calendar days after delivery have elapsed, THE COMPANY does not
indicate any problems or deficiencies, it will be understood that the delivery has been
validated by THE COMPANY.
CLAUSE SIX: INTELLECTUAL PROPERTY
THE DEVELOPER will grant THE COMPANY a Software Use License for which it will
install the system on the equipment designated by THE COMPANY for the exclusive
and private use of THE COMPANY. THE COMPANY may use the program subject to
this license indefinitely, always exclusively for the uses it deems appropriate. The
intellectual property of the source code is and will remain the property of THE
DEVELOPER.
THE DEVELOPER is not responsible, under any circumstances, for the loss of records,
databases or information that the COMPANY enters into the system due to physical
damage to the equipment, due to computer viruses or other causes for which THE
COMPANY must implement a policy of executing BACKUP COPIES of its records and
information entered into the system as frequently as it deems appropriate.
SEVENTH CLAUSE: CONFIDENTIALITY
THE DEVELOPER undertakes to maintain complete confidentiality and absolute
reserve of the information obtained by THE COMPANY as well as of the meetings held
during the time that this contract remains in force.
Likewise, THE DEVELOPER undertakes not to make any unilateral delivery or through
third parties to any person and/or institution of any type of information of and about
THE COMPANY, to which it has access.
Thus, it is clearly established that THE DEVELOPER is prohibited from disclosing
information that endangers or affects the confidential nature of the information and/or
that allows third parties to obtain information that is the exclusive property of THE
COMPANY and which is not freely available to the public or which has not been
expressly authorized to be used and disclosed.
THE DEVELOPER must always receive authorization from THE COMPANY in order to
share any information linked to it.
THE DEVELOPER is also prohibited from making public statements about the work or
business carried out by THE COMPANY, without first obtaining the written consent and
authorization of the latter.
CLAUSE EIGHT: WARRANTY
Once the product has been delivered and validated, a TWELVE-month warranty period
will begin to ensure it functions correctly and meets performance and quality
requirements.
The guarantee will cover the corrective maintenance service by THE DEVELOPER,
with a response time to incident notifications of less than TWENTY-FOUR working
hours from notification, and a repair time in accordance with the technical effort
required for its repair.
The warranty does not cover adaptive or perfective maintenance operations.
NINTH CLAUSE: TERMINATION OF THE CONTRACT
This contract shall be terminated if any of the following causes occur:
By unilateral decision of THE COMPANY communicated in writing to THE
DEVELOPER.
Failure to comply with the obligations corresponding to each party.
Because either party is in a situation of fortuitous event or force majeure.
CLAUSE TEN: GENERAL
Each party assumes, on an exclusive basis, the role of employer or businessman of its
personnel employed for the execution of this contract.
The valid interlocutors to carry out the necessary communications during the execution
of the contract will be:
FOR THE COMPANY.
FULL NAME
DNI
EXACT ADDRESS
TELEPHONES
BY THE DEVELOPER
FULL NAME
DNI
EXACT ADDRESS
TELEPHONES
EMAIL
This contract will take effect from the date of its signature and delivery of the
corresponding advance payment.
The parties may not assign, transfer or delegate this contract or any of its obligations,
nor subrogate to third parties in any legally valid manner, nor encumber or mortgage
any of the rights contemplated in the contract, without the prior written consent of the
other party. Any stipulation contrary to this provision shall be unenforceable.
This contract, including the annexes and minutes that will be generated by the
requirement documents with the acceptance signatures of the parties, constitute the
entire contract between the parties on the subject matter thereof, and replaces, repeals
and renders void any other agreement regarding the same subject matter that the
parties may have reached prior to the date of signature.
The declaration of any of the provisions of this Agreement as null, invalid or ineffective
shall not affect the validity or effectiveness of the remaining provisions, which shall
continue to bind the parties.
The waiver by one party to demand compliance with one of the agreed agreements at
a given time does not imply a general waiver nor can it create an acquired right for the
other party.
Neither party shall be liable for failure or delay in performance of its obligations if such
failure or delay is the result of unforeseen circumstances or force majeure.
CLAUSE ELEVEN - APPLICABLE LAW AND DISPUTE RESOLUTION
This contract is subject to Peruvian laws. Any dispute arising from the interpretation or
execution of this contract shall be resolved directly by the parties, for which purpose
they undertake to make their best efforts to harmoniously resolve their disputes based
on the rules of good faith and in accordance with the common intention expressed in
this contract. If differences persist despite this, the dispute will be submitted to the final
decision of an arbitrator appointed by mutual agreement by the parties.
If there is no agreement on the appointment of the arbitrator, the corresponding
appointment will be made at the request of either party by the National and
International Conciliation and Arbitration Center of the Lima Chamber of Commerce.
The arbitration will be carried out in the city of Lima, will be subject to the Arbitration
Regulations of the National and International Conciliation and Arbitration Center of the
Lima Chamber of Commerce and may not exceed 60 days from the appointment of the
arbitrator, who may extend said period for justified reasons. The arbitration will be
based on law. The award must rule on the condemnation or exoneration of the
expenses generated by the arbitration.
