Software Development Agreement

Software Development & Consulting Agreement

Agreement made on the , between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Client, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Company.

Whereas, Client wishes to obtain and Company wishes to provide, software and consulting services according to the following term;

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Consulting Services.

As requested by Client and agreed to by Client from time to time, whether in writing, by purchase order, or verbally, Company shall provide consulting and software development services on a time and expenses basis according to the terms of this agreement. If Client wishes to obtain services on any other basis or terms, a separate agreement must be signed by the parties.

2. Changes in Plans.

Once Company agrees to commence a project for Client, Company will plan its activities and staffing according to the hours required for the project. Consequently, if Client wishes to reduce the hours required for a project after the project has been assigned, Client must elect that the reduction will not take effect for at least 30 days from the date of notice to Company, or Client must pay to Company the balance of any minimum commitment, plus the fees for one-half of any remaining estimated hours previously stated by Company to Client for the project.

3. Compensation.

A. Client will pay $ US per hour for a minimum commitment of hours for services provided under this agreement. Company will reimburse Client for long distance telephone charges, shipping expenses and any related travel expenses and fees (travel time, transportation, lodging and meals) incurred by Company, if travel on behalf of Client becomes necessary.

B. For travel time beyond regular business hours, Client will pay $ per hour.

4. Payment.

Within 10 days after services are provided, upon credit approval, Client shall pay Company for invoiced services rendered and reasonable expenses incurred on behalf of Client, including transportation, lodging, meals, long distance telephone charges, and shipping expenses. Thereafter, Client shall be on a prepay basis. Any amount not paid by Client when due shall accrue interest at the rate of % per annum. Client shall for reasonably incurred expenses to collect any such amounts.

5. Warranties and Limitations.

A. Except for material provided by Client or its consultants to Company for incorporation into Company’s work product, Company warrants that it will have the appropriate right, title, and interest to the software development tools used, and the work product will not infringe any rights of third parties due to such software.

B. Company does not warrant that its designs or programming will be error free; however, Company will use reasonable efforts to attempt to correct any reported design or programming errors as a service to be provide under this agreement. Company shall have no liability for design decisions made wholly or in part by Client or any other consultant for Client

C. There are no other warranties, expressed or implied, and no warranty of merchantability or fitness for a particular purpose. Any liability by Company to Client shall be limited to amounts received from Client. Company shall not be liable for any claim or demand, either directly or as a result of a third party claim against Client, for lost profits, or for indirect, special, or consequential damages.

6. Transfer of Ownership.

If, in the course of providing services under this agreement, Company creates any enhancements or modifications to development software or software tools, provided by Company, all rights to such enhancements or modifications shall be retained by Company and Client shall receive a non-exclusive license to use such enhancements and/or modifications under the terms of the appropriate standard end-user license agreement provided by Company.

7. Confidential Information.

Company agrees to use the same care which it takes for its own confidential (or proprietary) information and that it will not, directly or indirectly, disclose to or make available for use by anyone other than Client during the term of this agreement and for two years following its termination, any information marked confidential or identified to Company personnel as confidential, unless the (i) same shall have first become generally known and published through no fault of Company, (ii) shall have been learned by Company from a third party entitled to disclose it, (iii) shall have been already known to Company, or (iv) shall have been developed by or for Company, independent of activities under this agreement.

8. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

9. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

10. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

11. Notices

Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

12. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

13. Independent Contractor

Company is an independent Company and is not an employee, servant, partner or joint venturer of Client. Client shall determine the services to be provided by Company, but Company shall determine the legal means by which it accomplishes the services in accordance with this Contract. Client is not responsible for withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless such withholding becomes legally required. Company is not entitled to receive the benefits which employees of Client and is not entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of his services to Client. It is further understood that Company is free to contract for similar services to be performed for other or organizations while under Contract with Client.

14. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

15. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

16. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

17. Compliance with Laws

In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.