The below info represents just some of the terms of our contract

This Software Development Agreement is made by and between:


  • The Development Team
  • Customer/Buyer

WHEREAS, Customer/Buyer desires to retain The Development Team to develop the products/services/web-services (defined as projects or phases as addendums/exhibits of this contract) for Customer as described in the Documentation / Work Plan or Software Requirements (as defined in Section I below).


The Development Team shall serve as a contractor of Customer/Buyer, defined by the IRS as a 1099 Contractor, and shall design, develop, and implement applications software (“Software”) according to the functional specifications and related information, if any, attached hereto as Exhibits and incorporated herein by this reference (“Specifications”) and as more fully set forth in this Agreement. The Development Team acknowledges that it has been contracted for this specific set of tasks and that it shall report all findings and makes all recommendations directly to the management of Customer/Buyer. The Software, including all versions in either source code or object code form, shall be delivered to Customer/Buyer not later than each agreed due date. The Development Team will provide Customer/Buyer with at least five (5) business days’ notice of any potential delays.



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Payment Compensations Conditions and Due Date of Payment


The Development Team is authorized to ask for advance payment for the use of some services (will be described in the offer for each Client). Such payment will be due upon conclusion of the contract and will be debited from the bank account or charged to the credit card account provided by the Client. The amount to be collected will be displayed on credit card bills or bank account statements.

The total contract price for the Software Development tasks / project(s) shall be as set forth in the Work Plan and shall be payable in installations according to the payment schedule set forth within. Each installment shall be payable upon completion of each project phase by The Development Team and acceptance by Customer with the agreed schedule.


Adjustment of Fees


The Development Team reserves the right to reduce prices or to offer new products, services or methods of payment at any time either on a temporary or permanent basis. In addition, The Development Team is authorized to change prices at any given time with four weeks’ notice either in writing or by e-mail sent to the address provided by the Client. The changed price will take effect if the Client does not object to the changed price within four weeks. The contractual relationship will be carried forward according to the conditions and prices which were changed. The Development Team, in the course of notifying the Client about these changes, will especially inform the Client about the possibility of objecting to the changes, cancellation of services, the set time limit and legal ramifications in the case of failing to submit an objection.

If the Client objects within the set time limit, both parties reserve the right to terminate this agreement at the end of one month, unless the right to terminate immediately already exists. Until termination of the contract, the original Terms & Conditions will remain in effect.

Any payment made for Services which extend beyond the termination date will be reimbursed to the Client on a pro-rata basis. Further claims by the Client are considered invalid.


Late Payment


In case of late payment, The Development Team is authorized to charge interest set at 5% above the current base lending rate. The Development Team is also entitled to discontinue Services and to suspend the Client’s Account(s) if payment is overdue. During the Account suspension period, no charges for subscriptions which have been entered into will accrue. The Development Team, however, is authorized to impose a processing fee for suspending an Account, for informing the Client of Account suspension, for reactivating the Account or for creating a new Account upon payment in full. The Client is entitled to prove that no damage occurred or that a substantially lower level of damage was caused due to late payment. Failure to settle invoices on or before the due date for payment may result in changes to credit arrangements, special offers and related offerings at the sole discretion of The Development Team.


Ownership of Software produced under this contract


The Development Team agrees that the development of the Software is “work for hire” within the meaning of the Copyright Act of 1976, as amended from time to time, and that the Software shall be the sole property of Customer/Buyer. The Development Team hereby assigns to Customer/Buyer, without further compensation, all of its right, title and interest in and to the Software and any and all related patents, patent applications, copyrights, copyright applications, trademarks and trade names in the United States and elsewhere IF all & full price as agreed herein is paid in full and with no delays according to the terms of this agreement. The Development Team will keep and maintain adequate and current written records with respect to the Software (in the form of notes, sketches, drawings and as may otherwise be specified by Customer/Buyer), which records shall be available to and remain the sole property of Customer/Buyer at all times. All versions of the Software shall contain Customer/Buyer’s conspicuous notice of copyright. The Development Team will assist Customer/Buyer in obtaining and enforcing patent, copyright and other forms of legal protection for the Software in any country. Upon request, The Development Team will sign all applications, assignments, instruments and papers and perform all acts necessary or desired by Customer/Buyer to assign the Software fully and completely to Customer/Buyer and to enable Customer/Buyer, its successors, assigns and nominees, to secure and enjoy the full and exclusive benefits and advantages of this work.

Any and all inventions, discoveries, developments and innovations conceived by The Development Team prior to the term of this Agreement and utilized by The Development Team in rendering duties to the Customer/Buyer are hereby licensed to the Customer/Buyer for use in its operations and for an infinite duration. This license is non-exclusive and may be assigned without The Development Team’s written approval by the Customer/Buyer to a wholly-owned subsidiary of the Customer/Buyer.


Work Plan


The Development Team will prepare a Work Plan for each of the tasks / projects, which minimum includes the following:

  • The specifications for the tasks/project which comply with the requirements of the Customer’s Requirements;
  • A listing of all items to be delivered to Customer (the “Deliverables”);
  • A schedule containing a delivery date for each Deliverable; and
  • A schedule setting forth the amount and timing of The Development Team ‘s compensation, including provisions for payment of The Development Team ‘s reasonable travel and other out-ofpocket expenses.

The Development Team shall deliver the Work Plan to Customer for each Requirements of tasks or specific project within 48 hours of such request being submitted by the Customer. Customer shall have five (5) days to review and comment upon the Work Plan. Upon approval of the Work Plan by Customer, it will be attached as Exhibit and will become a part of this Agreement. The Development Team shall immediately commence development of the Task(s) and / or project (s) in conformity to the Work Plan.


Changes in Project Scope


If at any time following acceptance of the Work Plan, Customer should desire to change the specifications or other elements of the Work Plan, Customer shall submit to The Development Team a written proposal specifying such changes. The Development Team shall evaluate each such proposal and shall submit to Customer a written response within five (5) working days following receipt thereof. The Development Team ‘s response shall include a statement of the availability of personnel and resources, as well as the effect the proposed changes will have on the price, delivery dates or warranty provisions of this Agreement.

Any changes to the Work Plan shall be evidenced by a “Work Plan Amendment.” The Work Plan Amendment shall be signed by authorized representatives of Development Team and Customer, and shall be deemed a part of this Agreement. If The Development Team does not approve the Work Plan Amendment, he shall not be obligated to perform any additional services hereunder.


Delays


The Development Team recognizes and agrees that failure to deliver the task(s) and / or project (s) according to the Work Plan’s delivery schedule will result in expense and damage to Customer. The Development Team shall inform Customer immediately of any anticipated delays in the delivery schedule and of the actions being taken to assure completion of the Task(s) and / or project (s) within such schedule. If any delivery date is missed, Customer may, at its sole option, declare a default under this Agreement and may pursue all remedies set forth in Section 14; provided, however, that Customer shall provide The Development Team with thirty (30) days to cure the delay prior to declaring a default. Customer may not declare a default hereunder if such delay is caused by any action or failure to act of Customer.

The Development Team cannot be held in default of this Agreement in case of delays on the part of the Customer. In such case, The Development Team will provide the Customer with written notice that such a delay has occurred. Work on the Task(s) and / or project (s) shall not resume until the reason for the delay has been resolved by the Customer and notice of its resolution has been provided to The Development Team.


Training


The Development Team shall provide no training in the use of the Web Site. Limited support via phone or e-mail will be available to Customer for 30 days following acceptance of the Web Site, as set forth in Section 5. “Limited support” shall include instructions to access, alter, and maintain the Task(s) and / or project (s) using software and/or technology purchased by Customer. The Development Team is not responsible to for providing software and/or technology to Customer.


Acceptance Testing


Upon completion of the Task(s) and / or project (s) and the delivery of all items required to be provided under the Work Plan, Customer shall have thirty (30) days from such completion to inspect, test and evaluate the Task(s) and / or project (s) to determine whether it satisfies the acceptance criteria set forth in the Work Plan.

If the Task(s) and / or project (s) does not satisfy the acceptance criteria, Customer shall give The Development Team written notice stating why the Task(s) and / or project (s) is unacceptable. The Development Team shall have ten (10) days from the receipt of such notice to correct the deficiencies. Customer shall then have ten (10) days to inspect, test and reevaluate the Web Site. If the Task(s) and / or project (s) still does not satisfy the acceptance criteria, Customer shall have the option of either: (1) repeating the procedures set forth above, or (2) terminating this Agreement pursuant to Section 13.

If and when the acceptance tests establish that the Task(s) and / or project (s) complies with the acceptance criteria, Customer shall notify The Development Team that it accepts the Web Site. The date of such notification shall be the date on which Customer shall be obligated to make the final payment specified in the schedule set forth in the Work Plan.


Authority


The Development Team and Customer each hereby represent and warrant that the execution, delivery and performance of this Agreement has been duly authorized and that the Agreement is a legal, valid and binding agreement of The Development Team and Customer, enforceable in accordance with its terms. The Development Team and Customer further represent that this Agreement does not breach or violate any agreement to which it is a party or to which it is bound.


Rights to Work Product


The Development Team hereby acknowledges that the Deliverables and any other documentation, materials or intellectual property hereunder (collectively, the “Work Product”) are works which have been specially commissioned by Customer and are “work made for hire” for Customer and Customer shall own all right, title, and interest therein. Customer shall be considered the author of the Work Product for purposes of copyright and shall own all the rights in and to the copyright of the Work Product and, as between Customer and The Development Team, only Customer shall have the right to obtain a copyright registration on the same which Customer may do in its name, its trade name or the name of its nominee(s). Accordingly, among other things, Customer is the author and owner of the Work Product and shall have the sole and exclusive rights to do and authorize any and all of the acts set forth in Section 106 of the Copyright Act with respect to the Work Product and any derivatives thereof, and to secure any and all renewals and extensions of such copyrights. To the extent The Development Team does not own such Work Product as a work made for hire, The Development Team hereby assigns, transfers, releases and conveys to Customer all rights, title and interest to such Work Product, including but not limited to all other patent rights, copyrights, and trade secret rights.


Representations and Warranties


  • Warranty of Task(s) and / or project (s) Performance: The Development Team represents and warrants that, for ninety (90) days following acceptance of the Task(s) and / or project (s) by Customer, the Task(s) and / or project (s) will be free from programming errors and defects in workmanship and materials, and will conform to the specifications in the Work Plan. If programming errors or other defects are discovered during the warranty period, The Development Team shall promptly remedy them at his expense.
  • Warranty of Title: The Development Team represents and warrants that he owns and has the complete right to license, convey title without any encumbrances to the Task(s) and / or project (s) and Deliverables covered by this Agreement. The Development Team further represents and warrants that he has obtained all required registrations, permissions and consents from all third parties necessary to deliver the Web Site, Background Technology and Deliverables. The Development Team shall not grant any rights or licenses to any intellectual property or technology that would conflict with his obligations or Development Team’s rights under this Agreement.
  • Warranty Against Disablement: The Development Team expressly represents and warrants that no portion of the Task(s) and / or project (s) contains or will contain any protection feature designed to prevent its use. This includes, without limitation, any computer virus, worm, software lock, drop dead device, Trojanhorse routine, trap door, time bomb or any other codes or instructions that may be used to access, modify, delete, damage or disable the Task(s) and / or project (s) or computer system.
  • Warranty of Compatibility: The Development Team represents and warrants that the Task(s) and / or project (s) shall be compatible with Customer’s hardware and software as set forth in the specifications in the Work Plan.
  • Warranty Against Intellectual Property Infringement: The Development Team represents and warrants that the Task(s) and / or project (s) and Deliverables shall not infringe on the trademark, copyright, patent, trade secrets or any other rights of any third party. To the extent the Task(s) and / or project (s) or the Deliverables infringe upon the rights of any third party, The Development Team shall obtain a license or consent from such third party permitting the use of the Task(s) and / or project (s) and Deliverables.

Indemnity


  • Indemnification Against Liability for Infringement: The Development Team shall indemnify Customer and any of its officers, directors, employees or agents against all claims, liabilities, costs, damages, fees and expenses (including reasonable attorney fees) arising from any breach or alleged breach of warranty under this Agreement or any claim or suit alleging infringement by the Web Site, Background Technology or Deliverables of any patent, copyright, trade secret or trademark rights or any other rights of any third party. Customer shall promptly notify The Development Team in writing of any third party claim or suit and The Development Team shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Customer may participate at its own expense in the defense of any such action at its sole discretion.
  • Indemnification Against Liability for Infringement: Customer shall indemnify The Development Team and any of its officers, directors, employees or agents against all claims, liabilities, costs, damages, fees and expenses (including reasonable attorney fees) arising from any breach or alleged breach of warranty under this Agreement or any claim or suit alleging infringement by work specifications or Company provided IP of any patent, copyright, trade secret or trademark rights or any other rights of any third party. Development Team shall promptly notify Customer in writing of any third party claim or suit and Customer shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. The Development Team may participate at its own expense in the defense of any such action at its sole discretion.

Confidentiality


  • Confidential Information: For purposes of this Agreement, the term “Confidential Information” means all information that is not generally known by the public and that: (i) is obtained by The Development Team from Customer, or that is learned, discovered, developed, conceived, originated, or prepared by The Development Team during the process of performing this Agreement, and (ii) relates directly to the business or assets of Customer. The term “Confidential Information” shall include, but shall not be limited to: inventions, discoveries, trade secrets, and knowhow; computer software code, designs, routines, algorithms, and structures; product information; research and development information; lists of clients and other information relating thereto; financial data and information; business plans and processes; and any other information of Customer that Customer informs The Development Team, or that The Development Team should know by virtue of its position, is to be kept confidential.
  • Obligation of Confidentiality: During the term of this Agreement, and at all times thereafter, The Development Team agrees that he will not disclose to others, use for his own benefit or for the benefit of anyone other than Customer, or otherwise appropriate or copy, any Confidential Information, whether or not developed by The Development Team, except as required in the performance of its obligations to Customer hereunder. The obligations of Development Team under this paragraph shall not apply to any information that becomes public knowledge through no fault of The Development Team.

Term of Agreement


The Agreement commences on the date it is executed and shall continue until full performance by both parties, or until earlier terminated by one party under the terms of this Agreement.


Assignment


Neither party may assign or subcontract its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld.


Termination of Agreement


This Agreement may be terminated by Customer at its sole election upon thirty (30) days prior written notice to The Development Team. Upon such termination, all amounts owed to The Development Team under this Agreement for completed and accepted work in accordance with the Work Plan shall become due and payable. At such time, The Development Team shall deliver all completed work to Customer.

If this Agreement is terminated by Customer because of The Development Team ‘s default of his obligations hereunder, Customer may, after thirty (30) days written notice to The Development Team and a reasonable opportunity to cure:

  • Require The Development Team to immediately deliver to Customer all Work Product developed by The Development Team under this Agreement and pay The Development Team all amounts owed for the work performed under this Agreement and accepted by Customer, whereupon Customer shall have complete right, title and interest in such work and all rights, permissions and licenses granted to Customer by The Development Team under this Agreement shall continue, in perpetuity as royaltyfree and fully paid rights; or
  • Pursue all legal and equitable remedies against The Development Team.

If The Development Team terminates this Agreement because of Customer’s default, after a thirty (30) day written notice to Customer and an opportunity to cure, The Development Team may require:

  • Customer to pay all amounts then due to The Development Team under this Agreement for any work which has been completed and accepted by Customer, whereupon Customer shall have complete right, title and interest in such work and all rights and licenses granted to Customer by The Development Team under this Agreement shall survive as royalty free and fully paidup; and
  • Pursue all legal and equitable remedies against Customer.

General Provisions


  • Complete Agreement: This Agreement together with all exhibits, appendices or other attachments, is the sole and entire Agreement between the parties relating to the subject matter hereof. This Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter. In the event of a conflict between the provisions of the main body of this Agreement and any attached exhibits, appendices or other materials, this Agreement shall take precedence.
  • Modification to Agreement: Modifications and amendments to this Agreement shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.
  • Waive: No term or provision of this Agreement shall be deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party claimed to have waived or consented.
  • No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties. Customer/Buyer will not be responsible for The Development Team ‘s acts or the acts of The Development Team ‘s employees while performing services under this Agreement. Nothing contained in this Agreement shall be construed to imply a joint venture, business, partnership or principal-agent relationship between the parties and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
  • Independent Contractor: The parties acknowledge that The Development Team shall perform his obligations hereunder as an independent contractor. The manner and method of performing such obligations will be under The Development Team ‘s sole control and discretion. The Development Team ‘s sole interest is in the result of such services. It is also expressly understood that The Development Team ‘s employees and agents, if any, are not Customer’s employees or agents, and have no authority to bind Customer by contract or otherwise. Customer shall make no deduction from any payments due The Development Team hereunder for federal and state tax purposes. In the event that Customer is found liable for Social Security, withholding, insurance, or other such taxes, Customer shall have the right to immediately recover such amount from The Development Team.
  • Notice: All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, or five (5) days after being deposited in the United States mail, postage prepaid and addressed as follows, or to such other address as each party may designate in writing.


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Marius Ion ANGEL HOT SOFT LLC (800) 316-7677