Byldd Software Development Agreement Terms and Condition
This Software Development Agreement (the "Agreement" or "Software Development Agreement") states the
terms and conditions that govern the contractual agreement between Byldd, (the "Developer"), and all
clients, (the "Client") who agree to be bound by this Agreement.
WHEREAS, the Client has conceptualized *product description* (the "Software"), 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:
DEVELOPER'S 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* on the form attached.
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The Developer shall complete the development of the Software according to the
*milestones*
described on the form attached. In accordance with such milestones, the final product shall
be
delivered to the Client by the *final delivery date*.
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For the *post-delivery maintenance period* of after delivery of the final product, the
Developer
shall provide the Client attention to answer any questions or assist solving any problems
with
regard to the operation of the Software free of charge. The Developer agrees to respond to
any
reasonable request for assistance made by the Client regarding the Software within 5
business days
of the request.
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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.
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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 1 month of notification of such a
breach
and without receiving a response from the Developer.
DELIVERY
The Software shall function in accordance with the Specifications on or before the Delivery Date.
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If the Software as delivered does not conform with the Specifications, the Client shall within 30
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.
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The Client shall provide to the Developer written notice of its finding that the Software
conforms to the Specifications within 14 days of the Delivery Date (the "Acceptance Date") unless it
finds that the Software does not conform to the Specifications as described in the form attached.
COMPENSATION
In consideration for the Service, the Client shall pay the Company a maximum total fee for all work
under this Software Development Agreement of $*total fee*.
Invoices will be provided for work completed by the Company once every *pay period*.
INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE
The Parties acknowledge and agree that the Client will hold all intellectual property rights in the
Software including, but not limited to, copyright and trademark rights. The Developer agrees not to
claim any such ownership in the Software's intellectual property at any time after the completion
and delivery of the Software to the Client.
The Intellectual Property belongs to the Developer until the full payment has been made.
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 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.
CONFIDENTIALITY
The Developer shall not disclose to any third party the business of the Client, details regarding the
Software, including, without limitation any information regarding the Software's code, 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.
DEVELOPER WARRANTIES
The Developer represents and warrants to the Client the following:
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Development and delivery of the Software under this Agreement are not in violation of any
other
agreement that the Developer has with another party.
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The Software will not violate the intellectual property rights of any other party.
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For a period of 3 months after the Delivery Date, the Software shall operate according to
the
Specifications. If the Software malfunctions or in any way does not operate according to the
Specifications within that time, then the Developer shall take any reasonably necessary
steps to fix
the issue and ensure the Software operates according to the Specifications.
NO MODIFICATION UNLESS IN WRITING
No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.
Contact Us
For any questions regarding these Terms and Conditions, please contact us at ayush@byldd.com.