Client and Developer Agreement

CLIENT AND DEVELOPER AGREEMENT

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

1. PARTIES

This Agreement is made and entered into on this {{date_of_agreement}} day of {{month}}, {{year}}, BETWEEN:

{{client_company_name}} (Registration Number: {{client_registration_number}}) of {{client_address}} (hereinafter referred to as “the Client”);

AND

{{developer_company_name}} (Registration Number: {{developer_registration_number}}) of {{developer_address}} (hereinafter referred to as “the Developer”).

2. DEFINITIONS

“Agreement” means this Client and Developer Agreement, including all schedules and annexures hereto.

“Confidential Information” means any information, whether written or oral, concerning the business, affairs, products, services, customers, research, development, intellectual property, trade secrets, or know-how of either Party.

“Deliverables” means the specific goods, services, or results that the Developer is required to provide to the Client as described in Schedule A.

“Effective Date” means the date specified in Section 1.

“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights worldwide, whether registered or unregistered.

“Services” means the development services to be provided by the Developer to the Client as detailed in Schedule A.

3. SCOPE OF SERVICES

The Developer agrees to perform the services and deliver the deliverables as specifically outlined in Schedule A, which is attached hereto and forms an integral part of this Agreement.

Any changes or additions to the scope of services must be agreed upon in writing by both Parties and may result in adjustments to the project timeline and fees.

4. FEES AND PAYMENT

The Client shall pay the Developer a total fee of {{total_fee}} ({{currency}}) for the Services, as detailed in Schedule B.

Payment shall be made in accordance with the payment schedule outlined in Schedule B. All invoices are payable within {{payment_terms_days}} days of the invoice date.

In the event of late payment, the Developer reserves the right to charge interest at a rate of {{interest_rate}}% per annum on overdue amounts.

Any additional expenses incurred by the Developer in the performance of the Services, such as travel, software licenses, or third-party tools, will require prior written approval from the Client and will be invoiced separately.

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until the completion of the Services, unless terminated earlier in accordance with the provisions herein.

Either Party may terminate this Agreement by providing {{notice_period_days}} days' written notice to the other Party in the event of a material breach of this Agreement by the other Party, provided such breach is not remedied within the notice period.

Upon termination, the Client shall pay the Developer for all Services satisfactorily rendered up to the date of termination, as well as any approved expenses incurred.

6. INTELLECTUAL PROPERTY

Upon full payment of all fees due under this Agreement, all Intellectual Property Rights in the Deliverables created by the Developer specifically for the Client under this Agreement shall vest in the Client.

The Developer retains ownership of any pre-existing intellectual property, tools, or methodologies used in the development process, and grants the Client a non-exclusive, royalty-free license to use such pre-existing intellectual property solely for the purpose of operating and utilising the Deliverables.

The Developer warrants that the Deliverables will not infringe upon the Intellectual Property Rights of any third party.

7. CONFIDENTIALITY

Both Parties agree to keep confidential all Confidential Information disclosed by the other Party during the term of this Agreement and for a period of {{confidentiality_period_years}} years thereafter.

Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing Party, except as required by law.

This obligation of confidentiality shall not apply to information that is publicly available, independently developed by the receiving Party, or rightfully obtained from a third party without restriction.

8. INDEMNIFICATION

The Developer agrees to indemnify and hold harmless the Client from and against any and all claims, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of the Developer's warranties or obligations under this Agreement, or any infringement of third-party intellectual property rights by the Deliverables.

The Client agrees to indemnify and hold harmless the Developer from and against any and all claims, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Client's use of the Deliverables in a manner not contemplated by this Agreement, or any breach of the Client's obligations hereunder.

9. LIMITATION OF LIABILITY

Neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, data, or business opportunities, arising out of or in connection with this Agreement.

The total liability of the Developer to the Client under this Agreement for any and all claims shall not exceed the total fees paid by the Client to the Developer under this Agreement.

10. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of {{country_name}}.

Any dispute arising out of or in connection with this Agreement shall first be resolved through good faith negotiations between the Parties.

If the dispute cannot be resolved through negotiation, the Parties agree to submit the dispute to mediation in {{city}} by a mutually agreed-upon mediator.

If mediation is unsuccessful, the dispute shall be submitted to arbitration in {{city}} in accordance with the rules of the {{arbitration_institution}}.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

12. SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

FOR THE CLIENT:

_____________________________

Name: {{client_signatory_name}}

Title: {{client_signatory_title}}

Date: {{client_signature_date}}

FOR THE DEVELOPER:

_____________________________

Name: {{developer_signatory_name}}

Title: {{developer_signatory_title}}

Date: {{developer_signature_date}}