IT Project Mobile Development Agreement

IT PROJECT MOBILE DEVELOPMENT AGREEMENT

This Mobile Development Agreement (the Agreement) is entered into effective as of by and between:

Project Identification

Recitals

WHEREAS, Client desires the design, development, testing, and delivery of a native mobile application and related services for the platform(s) specified in the Scope of Work; and

WHEREAS, Service Provider has represented that it has the experience, personnel, and technical expertise to perform the services described in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows.

Scope of Work

Deliverables and Acceptance

The Service Provider shall deliver the following items (each, a Deliverable). Each Deliverable shall be accompanied by the Acceptance Criteria listed. Client shall perform Acceptance Testing in accordance with the Acceptance Criteria and shall accept or reject each Deliverable within the Acceptance Period specified below.

Timeline and Milestones

Project Start Date:    Projected End Date:

Milestone 1 Target Date:

Milestone 2 Target Date:

Budget and Payment

Late Payment Interest Rate:

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall use such Confidential Information only for the performance of this Agreement. Confidential Information excludes information that is (a) publicly known through no wrongful act, (b) rightfully received from a third party without restriction, or (c) independently developed without use of Confidential Information. The obligations set forth herein shall survive termination of this Agreement for a period of three (3) years.

Acknowledgement: I acknowledge the confidentiality obligations under this Agreement.

Intellectual Property

Ownership: Except for Provider Pre-Existing Materials (defined below), upon payment in full for the applicable Deliverable, Service Provider hereby assigns to Client all right, title, and interest in and to the Deliverables created specifically for Client under this Agreement. Provider Pre-Existing Materials and tools, frameworks, libraries, and know-how retained by Service Provider shall remain the sole property of Service Provider. To the extent any license from Service Provider is required to use Provider Pre-Existing Materials embedded in the Deliverables, Service Provider grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use such Pre-Existing Materials as incorporated in the Deliverables for Client’s internal business purposes.

Warranties; Support

Service Provider warrants that for a period of days after acceptance, the Deliverables will materially conform to the Acceptance Criteria. If Client notifies Service Provider of nonconformity during the warranty period, Service Provider will, at its expense, use commercially reasonable efforts to correct such nonconformity within a commercially reasonable cure period.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property provisions, each party’s aggregate liability to the other for any claim arising out of this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement.

Termination

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Upon termination, Client shall pay Service Provider for all Work in Progress and Deliverables completed and accepted through the termination date, subject to offsets for any breach.

Dispute Resolution; Governing Law

The parties shall attempt in good faith to resolve any dispute arising under this Agreement promptly by negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration conducted in the State of under the rules of the selected arbitration forum. This Agreement shall be governed by the substantive laws of the same State, without regard to conflict of law principles.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the notice addresses set forth above, or to such other address as a party may designate by written notice in accordance with this section.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Authorized Representatives

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