Business Coding Standards

BUSINESS CODING STANDARDS

This Business Coding Standards Agreement (Agreement) is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client engages Contractor to develop, document and enforce software development standards, coding conventions, review procedures and acceptance criteria applicable to software artifacts produced for Client (Standards);

WHEREAS, Contractor represents that it has the technical expertise and resources to prepare, implement and, where applicable, support automated tooling to enforce Standards, and will perform such work in accordance with the Scope of Work and terms set forth in this Agreement;

WHEREAS, the parties desire to reduce to writing their agreement concerning the Standards, including payment, confidentiality and termination provisions.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Contractor will prepare and deliver the Standards, which shall include coding conventions, naming rules, file and repository structure, branching and merge policies, automated linting and formatting configuration, unit and integration testing requirements, code review procedures, security and dependency management practices, and documentation and onboarding materials. Contractor shall also implement or configure recommended tooling and provide training and transition support as described below.

STANDARDS AND PROCEDURES

The Standards will require that all source code conforms to agreed style rules, be accompanied by automated tests meeting the agreed coverage threshold, and pass configured static analysis checks prior to merge. The parties agree that code review by at least one peer is required for all production-bound changes. Where automated enforcement is provided by Contractor, Contractor will maintain configuration files and provide documentation necessary for Client to operate the enforcement toolchain.

PAYMENT TERMS

In consideration for Contractor's performance under this Agreement, Client will pay Contractor the amounts and on the schedule set forth below. All monetary amounts are in United States dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure the breach within fifteen (15) days after receipt of written notice specifying the nature of the breach.

Upon termination or expiration, Contractor shall deliver to Client all Standards documentation, configuration, and any work product completed to the date of termination, and Client shall pay Contractor for all work performed through the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to (a) hold the other party's Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted in writing, and (c) use Confidential Information only for the purposes of performing obligations under this Agreement. The foregoing obligations shall not apply to information that is or becomes publicly known without breach, is already known to the receiving party, is rightfully received from a third party without restriction, or is independently developed by the receiving party without reference to Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor assigns to Client all right, title and interest in and to any original work of authorship, deliverables and documentation created specifically for Client under this Agreement. Contractor shall retain ownership of pre-existing materials and tools; Contractor grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use any such pre-existing materials to the extent incorporated into the deliverables.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to attempt to resolve disputes promptly by good faith negotiations between senior executives. If resolution cannot be achieved within sixty (60) days, the parties may pursue any available legal or equitable remedies.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and incorporated exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and signed by an authorized representative and shall be delivered by hand, overnight courier, or certified mail to the addresses set forth above or to such other address as either party designates by notice in accordance with this section.

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