Software Development Agreement

Software Development Agreement

This Software Development Agreement (the "Agreement") is entered into on [Date] by and between Tech Innovations Inc., a corporation with its principal place of business at 123 Tech Lane, San Francisco, CA, USA ("Developer"), and Green Energy Solutions Ltd., a corporation with its principal place of business at 456 Eco Park Blvd, Austin, TX, USA ("Client").

1. Scope of Work

• Developer agrees to design, develop, and deliver a custom software application (the "Software") as described in Exhibit A: Scope of Work, which details the project requirements, deliverables, and expected timeline.
• Developer will provide ongoing updates on project progress and will cooperate with Client’s project manager for review and feedback throughout development.

2. Project Milestones and Delivery

• The Developer shall meet the following project milestones as outlined in Exhibit B: Project Timeline and Milestones.
• Each milestone will require Client’s approval before Developer can proceed to the next stage. Developer agrees to address Client's feedback within a reasonable timeframe.

3. Compensation and Payment Terms

• Total Fee: Client agrees to pay Developer a total fee of $50,000 USD for the project.
• Payment Schedule: Payment shall be made in installments as follows:
  • $10,000 upon signing this Agreement.
  • $15,000 upon completion of the first prototype.
  • $15,000 upon Client’s acceptance of the beta version.
  • $10,000 upon final delivery and acceptance of the Software.
• Additional Expenses: Client will reimburse Developer for any pre-approved project-related expenses, with invoices submitted monthly.

4. Intellectual Property Rights

• Upon full payment, Developer assigns all rights, title, and interest in and to the Software, including copyrights and intellectual property rights, to the Client.
• Developer reserves the right to retain and use reusable code, libraries, and tools used in creating the Software, which shall remain Developer’s intellectual property.

5. Confidentiality

• Both parties agree to keep confidential any proprietary information disclosed during the project. Developer agrees not to use or disclose Client's confidential information for any purpose other than the performance of this Agreement.
• Confidentiality obligations will remain in effect for three (3) years following the completion or termination of this Agreement.

6. Warranty and Maintenance

• Developer warrants that the Software will function as described in Exhibit A for a period of ninety (90) days from the date of final delivery.
• During this warranty period, Developer will correct any defects or bugs in the Software at no additional charge. Any maintenance or upgrades beyond this period will be provided at an hourly rate of $150 USD or under a separate support agreement.

7. Indemnification

• Developer agrees to indemnify and hold harmless Client from any claims or damages arising from any intellectual property infringement caused by the Software, provided that Client uses the Software as intended.
• Client agrees to indemnify Developer against claims or damages arising from Client’s use of the Software beyond the scope of this Agreement.

8. Term and Termination

• Either party may terminate this Agreement with thirty (30) days written notice. In the event of termination, Client will pay Developer for all completed work up to the termination date.
• Developer reserves the right to terminate this Agreement if Client fails to make payments according to the schedule.

9. Governing Law and Dispute Resolution

• This Agreement shall be governed by the laws of the State of California, USA.
• Any disputes arising under this Agreement shall first be attempted to be resolved through mediation in California before either party may file for arbitration.

SIGNATURES

Exhibit A

Scope of work described in detail

Exhibit B

Agreed upon timeline and milestones.

Software Development Agreement

This Agreement is entered into on [Date] between Phoenix Software Solutions, a corporation with its principal office at 789 Innovation Drive, New York, NY, USA ("Developer"), and ClearWater Inc., located at 678 Business Center Road, Miami, FL, USA ("Client").

1. Services Provided

• Developer agrees to provide software development services to create a customized web application (the "Project"), based on requirements outlined in Attachment A: Scope of Work.
• Developer will regularly communicate project updates and will provide Client with access to project management tools for real-time progress tracking.

2. Project Timeline and Deliverables

• The Developer agrees to complete the Project according to the milestones and timeline detailed in Attachment B: Project Schedule.
• Client will review each deliverable within five (5) business days and notify Developer of any issues or necessary revisions.

3. Fees and Payment Terms

• Project Fee: Client agrees to pay Developer a total of $75,000 USD for the Project.
• Payment Terms: Payments will be made as follows:
  • $15,000 upon signing this Agreement.
  • $20,000 upon completion of the wireframe and mockup stage.
  • $20,000 upon delivery of a working prototype.
  • $20,000 upon completion and acceptance of the final product.
• Late Payment: A late fee of 2% will apply to invoices not paid within fifteen (15) days of their due date.

4. Ownership and Licensing

• Upon full payment, all intellectual property rights to the Project and its associated deliverables shall be transferred to the Client.
• Developer retains the right to use portions of the Project's code as part of its code library, provided such use does not infringe upon Client's intellectual property.

5. Confidentiality and Non-Disclosure

• Both parties acknowledge that they may receive confidential information during the course of the Project. Both parties agree to protect this information and not disclose it to third parties.
• Confidentiality obligations will remain effective for five (5) years following the completion or termination of this Agreement.

6. Warranty and Support

• Developer warrants that the Project will meet the specifications outlined in Attachment A for ninety (90) days following final delivery.
• Developer will provide bug fixes and maintenance for no charge during this period. Extended support will be available at a rate of $200 USD per hour.

7. Indemnification

• Developer agrees to indemnify Client for damages related to any third-party claim of intellectual property infringement caused by the Software, provided the Software is used as specified in this Agreement.
• Client agrees to indemnify Developer against claims arising from Client's misuse of the Project.

8. Term and Termination

• This Agreement shall be in effect until the completion of the Project, or until terminated by either party.
• Either party may terminate this Agreement with thirty (30) days written notice. If terminated, Client agrees to pay Developer for completed work up to the termination date.

9. Limitation of Liability

• Neither party shall be liable to the other for any indirect or consequential damages, including lost profits, arising out of this Agreement.

10. Dispute Resolution

• In case of a dispute, both parties agree to engage in good-faith negotiation and mediation. If resolution cannot be achieved, disputes shall be resolved through binding arbitration in New York.

11. Entire Agreement

• This Agreement, along with all attachments, constitutes the entire agreement between the parties and supersedes all previous understandings.

SIGNATURES

[Client Representative Name & Title]
Date: ___________

[Developer Representative Name & Title]
Date: ___________

Attachment A

Scope of work described in detail

Attachment B

Agreed upon timeline and milestones.