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SOFTWARE DEVELOPMENT AGREEMENT

Identification of the Parties This Agreement is made between {{CUSTOMER NAME}} (the "Customer") and {{DEVELOPER NAME}} (the "Developer").

Customer desires to retain Developer as an independent contractor to develop the software (the "Software") described in the Development Plan attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Accordingly, the parties agree to the terms that follow.

TERMS

  1. Preparation of Development Plan Developer shall prepare a development plan ("Development Plan") for the Software. The Development Plan shall include:

    (a) detailed specifications for the Software;

    (b) a listing of items to be delivered to Customer ("Deliverables");

    (c) a delivery schedule containing a delivery date for each Deliverable; and

    (d) a payment schedule detailing the amount and time of Developer's compensation.

  2. Payment The total contract price shall be detailed in the Development Plan. Customer shall pay the Developer fifty percent (50%) of the total upon commencement, and the remainder within 14 days upon project completion. Late payments by Customer shall be subject to late penalty fees of 10% per month from the due date until the amount is paid.

  3. Rights Customer retains all rights to any graphic assets created under this Agreement by the Developer. Customer acknowledges and agrees that enhancements, bug fixes and other custom developments produced under the scope of this agreement will be subject to release under the GNU Public License v2, or another compatible and relevant open-source license.

  4. Changes in Project Scope If at any time following acceptance this agreement, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes.

    Changes to the Development Plan shall be evidenced by a "Development Plan Modification Agreement". The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it.

  5. Acceptance Testing of Software Immediately upon completion of each Deliverable, Developer shall install the Software as stipulated in the Development Plan. Customer shall have 7 days from the delivery of the Software to inspect, test and evaluate it to determine whether the Software satisfies the acceptance criteria in accordance with the Development Plan.

    If the Software does not satisfy the acceptance criteria, Customer shall give Developer written notice stating why the Software is unacceptable. Developer shall have 7 days from the receipt of such notice to correct the deficiencies, after which the Acceptance Testing of Software process will repeat.

    If and when the acceptance tests establish the Software delivered upon completion complies with the acceptance criteria, Customer shall promptly notify Developer that it accepts the delivered Software. If no notice is given within 7 days of delivery, Software will be assumed to pass acceptance.

  6. General Provisions This Agreement together with all exhibits, appendices or other attachments, which are incorporated herein by reference, is the sole and entire Agreement between the parties. 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 the Agreement and any attached exhibits, appendices or other materials, the Agreement shall take precedence.

    Any correspondence and/or payments may be sent to the Developer from the Customer at the address:

    {{DEVELOPER'S ADDRESS}}

Signatures This agreement must be signed and copied to both parties.

Customer signature, printed name & date

Developer signature, printed name & date

{{INSERT DEVELOPMENT PLAN HERE}}