Business Application Development

BUSINESS APPLICATION DEVELOPMENT AGREEMENT

This Business Application Development Agreement (the "Agreement") is entered into by and between Client Name: and Developer Name: . The parties agree that the Effective Date of this Agreement is .

RECITALS

WHEREAS, Client desires to engage Developer to design, develop, and deliver a custom business application and related services as described herein; and

WHEREAS, Developer represents that it has the technical expertise, personnel, and resources required to perform such development services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the development, acceptance, delivery, payment, and ownership of the application and related deliverables.

SCOPE OF WORK

PAYMENT TERMS

Total Project Fee: $    Deposit upon execution: $ (non-refundable except as set forth below).

Invoices are payable within days of receipt unless otherwise specified. Late payments shall accrue interest of % per month (or the maximum permitted by law), plus reasonable collection costs.

TERM AND TERMINATION

Term Start Date: . Expected Completion / End Date: .

Either party may terminate this Agreement for material breach if such breach is not cured within days after written notice. Either party may also terminate for convenience upon days' prior written notice; if Client terminates for convenience, Client shall pay Developer for work performed and reasonable wind-down costs.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, and financial information disclosed by one party to the other either orally or in writing. Each receiving party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to employees, contractors, and advisors with a need to know and who are bound by confidentiality obligations at least as protective; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall continue for years following termination or expiration, except for trade secrets which shall remain protected as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND LICENSES

Developer shall assign to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement upon full payment of all amounts due. Developer retains ownership of its pre-existing tools, libraries, frameworks, templates, and general skills ("Developer Materials"). Developer grants Client a perpetual, worldwide, royalty-free, transferable license to Developer Materials to the extent incorporated in the Deliverables. The parties shall document in writing any third-party components or open-source software used and the applicable license terms; Client will comply with those license terms.

WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY

Developer warrants that the Deliverables will materially conform to the specifications set forth in the Scope of Work for a period of days following acceptance. Developer's sole obligation for breach of this warranty shall be to use commercially reasonable efforts to correct nonconforming Deliverables. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE DELIVERABLES ARE PROVIDED "AS IS" AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO DEVELOPER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

CHANGE ORDERS

Any material changes to the Scope of Work shall be documented in a written Change Order signed by both parties. Change Orders may affect price and schedule. Standard hourly rate for additional services (if applicable): $. Alternative fixed-fee for change orders to be negotiated and recorded in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law rules. The parties submit to the exclusive jurisdiction of the courts located in that state for any disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any incorporated Statements of Work and Change Orders, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment or waiver is effective unless in writing and signed by an authorized representative of each party.

MISCELLANEOUS

Notices under this Agreement shall be delivered to the addresses below. If any provision is held invalid, the remainder shall remain in full force. The parties are independent contractors; nothing creates a partnership or agency relationship.

ENTITY TYPE

Client Entity Type: Individual Corporation LLC Other

Developer Entity Type: Individual Corporation LLC Other

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