Software Development PHP Package

SOFTWARE DEVELOPMENT PHP PACKAGE AGREEMENT

Effective Date:

Parties

Recitals

WHEREAS, Client Name: desires to engage Developer to design, develop and deliver a PHP software package and related deliverables as described in this Agreement;

WHEREAS, Developer Name: has experience developing PHP libraries, components and associated documentation and is willing to perform the work under the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Payment Terms

Total Fee:

Upfront Payment (if any):

Invoices are due within days of invoice date. Late payment will incur a late fee of on past due balances, compounded monthly, plus reasonable collection costs.

Intellectual Property

Work Product Ownership: Upon receipt of all amounts due under this Agreement, Developer hereby assigns and shall cause to be assigned to Client all right, title and interest in and to the Work Product developed solely for Client under this Agreement, including all copyrights, subject to Developer's retained Background Technology.

Background Technology: Developer retains ownership of pre-existing software, libraries, tools, know-how and other intellectual property not developed specifically for Client (Background Technology). Developer grants Client a non-exclusive, worldwide, royalty-free license to use Background Technology embedded in the Work Product to the extent necessary to use the delivered Work Product.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party 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 ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the recipient; (b) was rightfully known to the recipient prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the recipient without use of the other's Confidential Information.

The obligations set forth in this clause shall survive termination of this Agreement for a period of years.

Term and Termination

Term Start Date: . Term End Date (if any): .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for 15 days after written notice specifying the breach.

Warranties; Disclaimer; Limitation of Liability

Developer warrants that for a period of following delivery, the Work Product will substantially conform to the agreed specifications. Developer's sole obligation for breach of this warranty shall be to use commercially reasonable efforts to correct nonconforming deliverables. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE WORK PRODUCT IS PROVIDED "AS IS" AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

LIABILITY: Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Developer under this Agreement in the 12 months preceding the claim.

Indemnification

Developer will defend and indemnify Client from third-party claims alleging that the Work Product, as delivered, infringes a third party's intellectual property rights, provided Client gives prompt written notice, cooperates in the defense and allows Developer sole control of the defense and settlement. Client will indemnify Developer for claims arising from Client's misuse of the Work Product or modifications outside Developer's control.

Support and Maintenance

Post-delivery support, bug fixes and maintenance, if any, shall be provided only if specified in the Scope or via a separate maintenance agreement. Any maintenance fees and response times shall be set forth in writing and invoiced separately.

Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the State of without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes by negotiation; if unresolved, disputes shall be resolved in the state or federal courts located in the county of the chosen governing state.

Notices

Notices shall be sent to the addresses set forth above or to such other address as a party may designate in writing. Notices are effective upon receipt.

Entire Agreement; Amendment; Severability

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

Execution

The parties may execute this Agreement in counterparts, each of which shall be considered an original and all of which together shall constitute one instrument. Electronic or scanned signatures shall be deemed originals for all purposes.

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