Software Development Angular Upgrade

SOFTWARE DEVELOPMENT - ANGULAR UPGRADE AGREEMENT

This Software Development Agreement for Angular Upgrade (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client maintains a web application built on Angular and requires professional services to upgrade the application to a specified target Angular version and to remediate compatibility, build, and performance issues; and

WHEREAS, Provider represents that it possesses the technical skill, experience, and resources necessary to perform the Angular upgrade, development, testing, and deployment services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the upgrade and Client will pay for such services.

SCOPE OF WORK

Acceptance Testing Period: Provider shall deliver the upgraded application and related deliverables for Client testing. Client shall have days from delivery to report defects in writing. Provider will remediate reported defects in accordance with the priorities and timelines set forth in the Scope of Work.

PAYMENT TERMS

Total Fee (USD):

Invoices shall be submitted by Provider upon achievement of the identified milestones. Payment is due within days of invoice receipt. Late payments shall accrue interest at the lesser of (a) percent per month, or (b) the maximum rate permitted by applicable law.

TERM AND TERMINATION

Term Commencement Date:   Term End Date: .

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of days after written notice. Client may terminate for convenience upon providing Provider with days' prior written notice; in such case Client shall pay Provider for work performed and reasonable, documented costs incurred through the effective termination date.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose or use any confidential information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. Confidential information includes non-public technical information, source code, build scripts, system architecture, business plans, and customer data. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations do not apply to information that (a) is or becomes public other than by breach of this Agreement, (b) was known to the Receiving Party prior to disclosure as evidenced by written records, (c) is received from a third party without breach of an obligation of confidentiality, or (d) is independently developed without use of the Disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY

Subject to Client's payment in full of all amounts due under this Agreement, Provider hereby assigns to Client all right, title, and interest in and to the deliverables developed specifically for Client under this Agreement, including code modifications, documentation, and migration artifacts. Provider retains ownership of its pre-existing libraries, tools, templates, and trade secrets ("Provider Tools"). Provider grants Client a non-exclusive, perpetual, worldwide license to any Provider Tools necessarily embedded in deliverables solely to the extent required for Client's use of the deliverables as intended by this Agreement.

CHANGE ORDERS

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. Provider does not warrant that the upgraded application will be free of all defects or compatible with every third-party component. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

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

Provider will indemnify and hold Client harmless from third-party claims alleging that Provider's deliverables infringe any valid United States patent, copyright, or trade secret, provided Client gives prompt written notice and reasonable cooperation. Provider's indemnity obligations do not apply to modifications made by Client or to use of deliverables in combination with third-party products not specified in the Scope of Work.

GOVERNING LAW

ENTIRE AGREEMENT

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

NOTICES

The parties may change their designated notice address by written notice to the other party in accordance with this section.

IN WITNESS WHEREOF, the parties have executed this Agreement through their authorized representatives as of the Effective Date set forth above.

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