Software Development Services Agreement

SOFTWARE DEVELOPMENT SERVICES AGREEMENT

This Software Development Services Agreement (the Agreement) is entered into as of by and between Client Name: with address , and Developer Name: with address .

RECITALS

WHEREAS, the Client desires to engage the Developer to design, develop, test and deliver certain software and related deliverables as described herein; and

WHEREAS, the Developer represents that it has the skill, experience, and personnel necessary to perform the services described in this Agreement under the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Developer will perform such services and transfer rights to the Deliverables to the Client upon payment in full.

SCOPE OF WORK

PAYMENT TERMS

Client will pay Developer the fees set forth below in consideration for the services and Deliverables. All amounts are in US dollars unless otherwise stated.

Late payments will accrue interest at a rate of on outstanding amounts, and Client shall also reimburse Developer for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Developer for all services performed and work-in-progress through the effective date of termination. Developer will deliver any completed Deliverables and reasonably assist with transition at Client's expense.

CONFIDENTIALITY

Each party agrees to hold in confidence all non-public, confidential or proprietary information disclosed by the other party (Confidential Information) and not to use Confidential Information except to perform its obligations under this Agreement. Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the other party's Confidential Information.

The obligations in this section shall continue for a period of following termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Developer assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement, contingent upon Client's payment in full for such Deliverables. Developer retains ownership of its pre-existing tools, libraries, and general know-how, and grants Client a nonexclusive, perpetual license to any Developer tools embedded in Deliverables only to the extent necessary to use the Deliverables.

WARRANTIES; LIMITATION OF LIABILITY

Developer warrants that the services will be performed in a professional manner consistent with industry standards. Developer does not warrant that the Deliverables will be entirely error-free but will use commercially reasonable efforts to correct material defects reported in writing within 60 days of delivery.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, 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 AMOUNTS PAID OR PAYABLE BY CLIENT TO DEVELOPER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

MISCELLANEOUS

Relationship of the Parties: Developer is an independent contractor and nothing in this Agreement creates an employment, partnership or agency relationship.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in connection with a merger or sale of substantially all assets.

ENTIRE AGREEMENT

This Agreement, including all exhibits and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment must be in writing signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth at the beginning of this Agreement or such other address as a party designates by notice to the other.

SIGNATURES

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