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The Client hereby engages the Developer and the Developer hereby agrees to be engaged by the Client to develop the Software in accordance with the agreed specifications as Exhibit (the “Specifications”).
The Developer shall complete the development of the Software according to the specification described on the form attached hereto as Exhibit. In accordance, the final product shall be delivered within # months yet it shall be extended depending on bug fixes, changes in specification.
Once the development has started, the Developer will work closely with the
Client’s team in order to guide the Developer for any issues that are encountered.
After the development, if the Software as delivered does not conform with the Specifications, the Client shall within 7 days of the Delivery Date notify the Developer in writing of the ways in which it does not conform (the “Issues”) with the Specifications. The Developer agrees that upon receiving such notice, it shall determine if the said issues are within the scope of the Specifications. If the issues are within the specifications then the Developer will make reasonable effort to correct the Issues, else the Issues will fall as a Change in Specification.
On some cases, the Client will request some Specification or raise an Issue that is not clear on the scope and limitation of Exhibit, it is automatically understood by both parties that the said request will be discussed if it will fall under Change in Specification.
Copyright and Trademark
- The Developer will hold all intellectual property rights in the Software except for any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Developers for inclusion in the Software that are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Developer from any claim or suit arising from the use of such elements furnished by the Client.
- The Client agrees not to claim any ownership in the Software’s intellectual property at any time prior to or after the completion and delivery of the Software to the Client.
- Upon final payment as stated in “Compensation”, the Client is assigned rights to use the Software. Rights to source code, source files, and computer programs are specifically not transferred to the Client, and remain the property of their respective owners. The Developer retain the right to display a link to your completed project as part of its portfolio and to write about the project on it’s website.
The Developer agrees to indemnify, defend, and protect the Client from and against all lawsuits and costs of every kind pertaining
to the software including reasonable legal fees due to the Developer’s infringement of the intellectual rights of any third party.
The Developer will not indemnify, defend, and protect the Client if the Client has infringed any intellectual right
such as text, graphics, photos, designs, trademarks, or other artwork used by the Client and furnished to the Software.
Change in Specification
The Client may request any reasonable changes be made to the Specifications and tasks associated with the implementation
of the Specifications. If the Client requests such a change, the Developer will use its best efforts to implement the requested
change at no additional expense to the Client and without delaying delivery of the Software. In the event that the proposed
change will, in the sole discretion of the Developer, require a delay in the delivery of the Software or would result in
additional expense to the Client, then the Client and the Developer shall confer and the Client may either withdraw the
proposed change or require the Developer to deliver the Software with the proposed change and subject to the delay and/or
additional expense. The Client agrees and acknowledges that the judgment as to if there will be any delay or additional expense
shall be made solely by the Developer.
Definition of Done
The software is only completed once all the project specification as stated in “Exhibit” are completed
This Software Development Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the Philippines.
Termination of Contract
Termination of contract may happen due to
Cases where the Developer decides not to continue with the project
All payments from the Client shall be refunded.
insufficient cooperation with the other party as specified in “Duties”
All payments from the Client will not be refunded.
Cases where the Client simply decides not to continue with the project, the Client fails to pay promptly as specified on “Compensation” section, insufficient cooperation with the other party as specified in “Duties” and “Provisions” section or any other cases not specified above
All payments by the Client that’s already been received by the Developer will NOT be refunded
The Developer is not responsible or liable for any requirements involving, but not limited to, sales, marketing, accounting, customer or client relation/communication, government or legal matters, etc. It is understood that no service would be rendered if Developer would have other more important agendas such as company related activities like on-shore deployment, Family vacations and other emergencies and is not responsible for any on call support of any kind.
The Developer is not obligated to go or work in the premises of the client. Yet if requested, charges may apply
The Developer is not obligated to give the credentials of the hosting server.