This is Minimum Viable Product Agreement
THIS AGREEMENT is entered into this date, by and between Your Client (“Client” / "You"), and Developer name/company (“Developer” / "Us").
We’ll always do our best to fulfil your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something that you might later regret. What we do want is what’s best for both parties, now and in the future.
So in short :
You with a principal place of business at Client's Address has asked Us (Terato Tech Sdn Bhd) located at Developer's addressto create a minimum viable product with named : mvp name for total price USD Amount within Number of Days days. Of course it’s a little more complicated, but we’ll get to that.
2. What do both parties agree to do ?
You: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You’ll give us everything we need to complete the project as and when and in the format we need it. You’ll review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.
Us: We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavour to meet every deadline that’s set and on top of that we'll maintain the confidentiality of everything you give us.
3. Scope of Work
The scope of the work is listed in Exhibit A of this Agreement. We will start working on this project within 1 days after we receives a signed copy of this Agreement and thirty percent of the total payment from You. If the scope of work changes after signing this Agreement, both parties agree to negotiate and sign an amended Exhibit A.
4. Project Milestones
You have agreed that we will work on this project in quick phases. Exhibit B to this Agreement lists the milestones that both parties have agreed on will apply to each phase of our work. If the scope of work changes after both parties sign this Agreement, both parties agree to negotiate and sign an amended Exhibit B.
5. Final Deliverables
We will provide final product which can be either an app or system. For iOS app, we will use our own certificate so you don't have to purchase developer account, but this can be used in limited time (3 months only). For Android app, we will deliver apk via internet, you can use and distribute it freely and if it's for a website, we will host in our hosting and server (1 year only). As you know, since the goal of MVP is to have a look and feel and present ideas, we hope you can come into decision before given time expired. If you satisfied with our work and want to proceed with fully working product, we are more than happy to assist you. Having said that, MVP product can't be develop or continue further as a real product, we will have to build properly and start from beginning, however, we can mirror the product or design to mvp that We have delivered.
6. Source code
Not to dissatisfied any parties in the agreement, We don't share source code to anyone (You or any parties). Before you discouraged, hear what We thought of it. Our framework allow us to build rapidly by using test data and not too focus on MVC architecture much, as our goal to develop a working prototype as fast as possible. The source code will be a messed up and there will no time to reverse engineer the code. You can't expect to enhance many things from MVP and come up with fully working app or system, because it should be for one purpose only which is prototyping and present ideas into tangible product.
7. Original Work/Conflicts/Confidentiality
We promises with the best of our ability that our work does not violate the patent, copyright, trade secrets or other property right of any person, firm or entity. We promises that this Agreement does not conflict with any other contract, agreement or understanding to which we is a party. Finally, we promises to hold and maintain in strict confidence any confidential information that You provides (such as proprietary technical or business information), and we will not disclose such information to any third party except as may be required by a court or governmental authority.
Payment should be payable to PayPal account only, as We want to fasten the invoice and payment process and much as you do. As per agreed with both party, the total price payable to us as stated above. Don't need to worry to pay all in front, as We divide it into three (3) payments. Thirty (30) percent of the Fee will be due when both parties sign this Agreement and before We begins work. A second thirty (30) percent of the Fee will be due upon completion of the agreed upon halfway milestone listed in Exhibit B. The remaining forty (40) percent of the Fee will be due immediately before We sends You final product.
9. Feedback and Acceptance
We need your help to help us understand your ideas and feedback to make sure we are in line, and to achieve that, we are required Your fully committed time to give us feedback in time. Since We are the expert in this area, We hope you can understand our concerns, objections or corrections and not to unreasonably withhold acceptance of the deliverables we will provide to you for final product. Since it's minimum viable product, the ideas behind to present basic look and feel and present ideas in a product, having said that, We cannot guarantee it will be error-free, and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them. Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
10. Entire Agreement
This Agreement constitutes the complete and exclusive agreement between both parties concerning the work on this project, and it supersedes all other prior agreements, proposals, and representations, whether stated orally or in writing. Both parties can modify this agreement in writing, if both parties sign that modification.
11. Independent Contractor
We hope you understand that We are an independent contractor. We still need Your help to provide general direction, however, having said that, We will determine, in our's sole discretion, the manner and ways in which We will create the software for You. The work that We create for You under this Agreement will not be deemed a "work-for-hire". Whatever rights We grant You are contained in this Agreement.
Scope of work described in detail
Agreed upon milestones, including halfway point.