contract.md

Software Development Agreement

This Software Development Agreement (the "Agreement "), is made effective on date of signing by and between

COMPANY ("Developer"),

a sole proprietorship with its principal place of business located at

ADDRESS

and

COMPANY NAME

(Registration number xxxxx)

("Licensee", "Customer", "Client"),

with its principal place of business located at

ADDRESS

1. Definitions.

   1.1. Ad Hoc project A project that has no fixed scope. The opposite of a fixed scope project. Generally this will be something along the lines of "We need capacity to help us out with a bunch of tasks, and will give you tasks to complete on a daily basis"

   1.2 Fixed Scope contract A project where the scope is defined and quoted on by the developer. This will not change during the duration of the contract. Changes to scope (aka scope creep) will be quote on separately by developer, or must be treated as ad hoc items and billed accordingly

2. Development Services. Customer engages Developer, and Developer agrees to perform services for Customer to develop, deliver, support and maintain the Software in accordance with the terms and conditions of this agreement.

   2.1. The Customer agrees that only Developer is contracted to develop the solution. If the client wishes to bring in other developers, this is to be agreed upon in writing before hand

   2.2. failure to adhere to these terms is considered breach of contract and Customer agrees to pay all outstanding fees owing to Developer for work done

3. Duties and Responsibilities

   3.1. Specifications. Customer shall define the Specifications, Deliverables, and Schedules (the "Specifications").

   3.2. Development. Developer shall design, develop, and implement the Software in accordance with the Specifications.

   3.3. Delivery. Developer shall use commercially reasonable efforts to deliver to Customer, as agreed upon in accepted estimate, the Software in accordance with the Specifications.

   3.4. Time Logging (for ad hoc projects only) (a)All time to be logged, against the correct project (b)Time logs should include semi detailed messages regarding what work was done on the logged time

   3.5. Code Commits. Code will be pushed to a git repo as often as possible to avoid any potential losses. This will be developer repo and will only be pushed to client repo in accordance with payment terms as set out below

4. Acceptance for Fixed Scope contracts

   4.1. Acceptance Period. Customer will have 1 week following the date of delivery to assess and test the Software. Should bugs be found, the acceptance period will be extended by a week after the bug fix has been committed by the developer

   4.2. Completion. If Developer delivers the Software in accordance with the Specifications, Deliverables, or Schedule, then Developer shall be deemed to have completed its delivery obligations.

   4.3.Rejection. If Developer fails to deliver the Software in accordance with the Specifications, Deliverables, or Schedule, then:
   (a) Notification : Customer shall detail in writing its grounds for rejection; and
   (b) Rectification. Developer shall use its best efforts to correct the Software and upon delivery of such correction, the process of acceptance, completion, and rejection shall restart.
   (c) Continued Failure. If the Developer's corrections fails to deliver the Software in accordance with the Specifications, Deliverables, or Schedule, then Customer may elect to: (i)terminate the agreement, or (ii)adjust the Specifications, Deliverables, or Schedule.

5. Change Orders for Fixed Scope contracts

   5.1. Changes. Customer may request changes to the Specifications, Deliverables, or Schedules.

   5.2. Additional Time or Expense. If the proposed change will, in the reasonable opinion of Developer, require a delay in delivery of the Software or would result in additional expense, then:
   (a)Customer and Developer shall confer; and
   (b)Customer may elect to either: (i)withdraw its proposed change, or (ii)require Developer to deliver the Software with the proposed change, subject to the delay and/or additional expense.

   If Developer cannot or chooses not to accept the change order, then Customer may elect to terminate the agreement.

6. Assignment of Rights. Upon acceptance and payment of all compensation due to Developer, Developer grants and assigns to Customer its entire right, title and interest in the Software, including all patents, copyrights, trade secrets, and all other proprietary rights.

7. Training for Fixed Scope contracts

   7.1. Training Scope. Training is not included

   7.2. Training Dates and Locations. The training will be conducted on such dates and locations as the parties may agree.

   7.3. Training Costs. The training shall be provided at standard rate of RXXXX per hour

8. Support and Maintenance for Fixed Scope contracts

   8.1. Initial Period. Developer shall provide Customer with support and maintenance services for one-year following delivery and acceptance.

   8.2. Renewal Periods. Licensee may renew its maintenance and support subscription after the initial subscription period at then-current rates.

   8.3. Maintenance Fees. Support and maintenance shall be provided at a rate of RXXXX per hour**.** Support and maintenance fees are not payable for bug fixes

9. Development Fees and Expenses

   9.1. Expenses. Customer will only reimburse Developer for expenses agreed to in writing by the Customer.

   9.2. Invoices. Invoices will be raised on agreed milestones. Milestones to be agreed upon and signed with Customer before starting project. For ad-hoc projects, payments will be COD, and invoices will be raised on the 20 of each month

   9.3. Payment. The Software license fees and Maintenance and Support fees will be due and payable in full to Developer no later than 7 days after the date of Developer's invoice.

   9.4. Late Fees. Any amounts not paid within 7 days will be subject to interest charges of 2% of the overdue amount per month, or the highest rate allowable under law, whichever is more.

   9.5.Term. This Agreement shall commence upon signing and continue until all of the obligations of the parties have been performed or until earlier terminated in accordance with this Agreement.

   9.6. Development fees. The fee for all activities will be RXXXX per hour. This will be valid for the duration of the dates of the contract

10. Representations and Warranties

    10.1. Ownership Rights. Developer represents and warrants that it is the sole author of the Software and has, and will have, right to assign rights to the Software to Customer in accordance with the terms of this Agreement.

    10.2. Limited Warranty
    (a) Limited Support Warranty. Developer warrants for a period of 1 month following performance of the service that its Maintenance Support Services will be performed consistent with generally accepted industry standards.
    (b) Performance Warranty. Developer warrants that for a period of 1 month commencing upon date of delivery or installation, whichever is earlier, that when operated in accordance with the documentation and other instructions provided by Developer, the Software will perform substantially in accordance with the functional specifications set forth in the documentation.

    10.3. Warranty Disclaimer Developer disclaims to the fullest extent authorized by law any and all other warranties, whether express or implied, including, without limitation, any implied warranties of integration, merchantability or fitness for a particular purpose.

11. Acknowledgements

    11.1. Proprietary Rights. Developer agrees that the development of the Software is "work for hire" within the meaning that the Software shall be the sole property of Customer.

    11.2. Independent Contractor. Developer is an independent contractor and is not an employee or agent of Customer.

    11.3. No Partnership. Nothing in this Agreement creates a partnership or joint venture between the parties.

12. Project Team

    12.1. Team Lead. The Developer will ensure that Customer is provided with a competent team lead.

    12.2. English. All team members must be proficient in English.

    12.3. Consistency. The Supplier will endeavor to provide the same project team to Customer on each project engagement.

13. Obligations

    13.1. Confidentiality. During the term of this Agreement, Developer will use reasonable care to prevent the unauthorized use or dissemination of the Confidential Information.

    13.2. Non-disclosure, Unless agreed in writing with Customer, no marketing or publicity featuring the Customer projects should take place including the featuring of the Customer project in supplier portfolios or on the supplier website.

    13.3. Source Code for Fixed Scope contracts
    (a) Delivery of Source Code. Customer agrees that the source code for the Software developed under this Agreement shall be delivered to Customer upon payment of all outstanding monies
    (b) Source Control. Source code will be kept in Developer source control repository until final payment.
    (c) Customer Repository. If Customer wishes to keep source in their repository, then full project cost must be paid to Developer upfront as deposit

    13.4. Responsibility. It is the responsibility of the Developer to ensure that all necessary measures (code reviews, meetings, procedures and structures) are in place to ensure the quality and scope of the work meets the reasonable requirements expected by Customer.

14. Project Management

    14.1. The project team will be required to attend the necessary project meetings during the course of the project. All meetings, telephone calls, traveling, et al, will be billed at agreed contract rate, unless special provision has been made for in the accepted cost estimate. If these hours exceed provided hours in cost estimate, excess hours will be billed at agreed rate.

    14.2. It is the responsibility of the Developer to make themselves available at reasonable notice.

15. Non-Solicitation

    15.1. During the term of this Agreement and for 6 months after any termination of this Agreement, the Developer will not directly or indirectly, on the Developer own behalf or in the service or on behalf of others, in any capacity:
    (a)Solicit Business. Solicit the business or patronage of any Customer for any other person or entity,
    (b)Divert Business. divert, entice, or otherwise take away from the Companies the business or patronage of any Customer, or attempt to do so, or
    (c)Terminate Business. solicit or induce any Customer to terminate or reduce its relationship with the Companies.

16. Rights and Remedies

    16.1. Termination
    (a) Termination for Cause. If either Party (i) commits a material breach or material default in the performance or observance of any of its obligations under this Agreement, and (ii) such breach or default continues for a period of 1 day after delivery by the other Party of written notice reasonably detailing such breach or default, then (iii) the non-breaching or non-defaulting Party shall have the right to terminate this Agreement, with immediate effect, by giving written notice to the breaching or defaulting Party..
    (b) Effect of Termination. In the event of the termination of this Agreement: (i) the license granted to Licensee in this Agreement will terminate; and (ii) Licensee shall cease all use of the Software and destroy or erase all copies of the Software in Licensee's possession or control.
    (c) Outstanding Fees. In the event of the termination of this Agreement all monies owing to Developer shall become immediately payable.
    (d) Termination for no Cause. If Customer chooses to terminate contract early for no good cause, there shall be a 33% of the total project cost penalty fee paid to Developer.

    16.2. Recovery of fees. All costs (legal and otherwise) incurred for recovery of monies owed to Developer shall be for Customer account.

    16.3. Indemnification. Licensee shall defend, indemnify and hold harmless the Developer, from and against all costs, charges and expenses (including attorneys' fees) arising from any third party claim, action, suit, or proceeding against any action by a third party against Licensee that is based on any claim that the Software or any services performed under this Agreement infringe a patent, copyright or other proprietary right or violate a trade secret.

    16.4. Limitation of Liabilities. In no event will Developer be liable for any direct, indirect, consequential, incidental, special, exemplary, or punitive damages or liabilities whatsoever arising from or relating to the software, the software content or this agreement, whether based on contract, tort (including negligence), strict liability or other theory, even if Developer has been advised of the possibility of such damages.

17. General Provisions

    17.1. Entire Agreement. This Agreement constitute the entire agreement between the parties with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the parties, written or oral.

    17.2. Amendment. This Agreement may be amended only by a written instrument signed by the Parties.

    17.3. Assignment. Neither Party may not assign this Agreement or any of its rights under this Agreement without the prior written consent of Developer and any attempted assignment without such consent shall be void.

    17.4. Notices
    (a) Form of Notice. All notices, requests, claims, demands and other communications between the parties shall be in writing.
    (b) Method of Notice. All notices shall be given (i) by delivery in person (ii) by a nationally recognized next day courier service, (iii) by first class, registered or certified mail, postage prepaid, (iv) by facsimile or (v) by electronic mail to the address of the party specified in this Agreement or such other address as either party may specify in writing.
    (c) Receipt of Notice. All notices shall be effective upon (i) receipt by the party to which notice is given, or (ii) on the fifth (5th) day following mailing, whichever occurs first.

    17.5. Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of South Africa, without regard to its conflict of laws rules.

    17.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.

    17.7. Waiver. Failure or neglect by either party to enforce at any time any of the provisions of this license Agreement shall not be construed or deemed to be a waiver of that party's rights under this Agreement.

    17.8. Headings. The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs.

THUS DONE & SIGNED BY THE PARTIES ON THE DATES & AT THE PLACES SET OUT HEREUNDER:

For Customer, who warrants that he/she is duly authorized hereto.

Signature:____________________________ Name:____________________________

Witness:_____________________________ Place:_____________________________ Date:________________________

For Developer, who warrants that he/she is duly authorized hereto:

Signature:____________________________ Name:____________________________

Witness:_____________________________ Place:_____________________________ Date:________________________