This Software Development Agreement (the “Agreement” or “Software Development Agreement”) states the terms and conditions that govern the contractual agreement between The Next Edge, LLC  having its principal place of business at 16 Oak Hill Ave, Norwalk CT  (the “Developer”), and [client name] having its principal place of business at [client address] (the “Client”) who agrees to be bound by this Agreement.

WHEREAS, the Client has requested development of computer software (the “Software”), which is described in further detail on Exhibit A, and the Developer is a contractor with whom the Client has come to an agreement to develop the Software.

NOW, THEREFORE, In consideration of the mutual covenants and promises made by the parties to this Software Development Agreement, the Developer and the Client (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:

1.  DEVELOPERS DUTIES

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 specifications attached hereto as Exhibit A (the “Specifications”).

The Developer shall complete the development of the Software according to the requirements listed in the Software Requests section of the application. The Client expressly agrees to make available personnel who will provide information needed by The Developer in order to successfully develop the software.  The Client also expressly agrees to make available samples of inputs and outputs as well as other forms, documents, charts, etc. needed by the Developer to successfully develop the software.

Except as expressly provided in this Software Development Agreement, the Client shall not be obligated under this Agreement to provide any other support or assistance to the Developer.

The Client agrees to test each software feature within 5 days after it is marked as ready for testing in the Software Requests section. The Client may terminate this Software Development Agreement at any time upon material breach of the terms herein and failure to cure such a breach within 10 days of notification of such a breach.

2.  DELIVERY

The Software shall function in accordance with the Specifications on or before the Delivery Date.

If the Software as delivered does not conform to the Specifications, the Client shall within 5 days of the Delivery Date notify the Developer in writing of the ways in which it does not conform with the Specifications. The Developer agrees that upon receiving such notice, it shall make reasonable efforts to correct any non-conformity.

3.  CHANGE IN SPECIFICATIONS

The Client may request that 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.  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.

4.  COMPENSATION

In consideration for the Service, the Client shall pay the Company at the rate of $150 per hour (the “Hourly Rate”), Fees billed under the Hourly Rate shall be due and payable upon the Developer providing the Client with an invoice. Invoices will be provided for work completed by the developer weekly for the first two weeks of a project thereafter invoices will be sent monthly.

5.  INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE

Both Parties acknowledge that the Client owns the copyright to the software and the right to copy the software, create derivative or modified versions of it, and distribute copies to the public by license, sale or otherwise.

6.  CONFIDENTIALITY

The Developer shall not (i) disclose to any third party the business of the Client, details regarding the Specifications, or the Client’s business (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Client, or (iii) use Confidential Information other than solely for the benefit of the Client.

The Parties acknowledge that the software will use existing programming techniques and create new programming techniques to implement the Client’s Specifications.  Except to the extent that these techniques embody trade secrets of the Client, the Parties acknowledge that the Developer has the right to re-use these techniques in other software development projects.

7. DEVELOPER WARRANTIES

The Developer represents and warrants to the Client the following:

Development and delivery of the Software under this Agreement are not in violation of any other agreement that the Developer has with another party.

The Software will not violate the intellectual property rights of any other party.

8. INDEMNIFICATION

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.

9. NO MODIFICATION UNLESS IN WRITING

No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.

10. APPLICABLE LAW

This Software Development Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of Connecticut and subject to the exclusive jurisdiction of the federal and state courts located in Fairfield County, CT USA.

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IN WITNESS WHEREOF, each of the Parties has executed this Software Development Agreement, by its duly authorized officer, as of the day and year set forth below.

 

By:   [signature]                                                 By:   [signature]

Name: Herb Wexler                                            Client Name: ________________________

Title:  Owner The Next Edge, LLC                        Title:  ____________________________

Date:  xx/xx/xxxx                                               Date:  _____________________________


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