Mobile App Development Agreement - January 29, 2020

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This is an agreement for providing mobile app development services.

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Date: Jan 29, 2020

Between myself, Brennan Kastner, and you, NELK Inc.

Summary:

You (NELK Inc.), located at 3170 Forrestdale Circle, Mississauga ON L5N 6V4, Canada are hiring myself (Brennan Kastner) located at 2717 S Lamar Blvd Apt 1032, Austin, TX 78704 to develop the full send mobile app for the estimated total price of $25,000 as outlined in our previous correspondence.

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 provide everything I need to complete the project and in the correct format. You’ll review my 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.

Myself: I have the experience and ability to accomplish everything we’ve agreed to and I’ll do it in a professional and timely manner. I’ll endeavor to meet every deadline that’s set and on top of that, will maintain the confidentiality of everything you've given.

The Work

Design

Since you are providing your own designs, I ask that every screen in the app is represented by a wire frame or a full-color design. I will take care of translating the design assets the you provide into a mobile app. When providing your own designs, note that I may suggest changes or tweaks to the design, based on my past experiences in this line of work. I may also suggest changes where a particular design could take a disproportionate amount of engineering effort to build.

Development

I will create a cross-platform, mobile application for the iOS and Android operating systems.

You will have the opportunity to regularly review my work, initially via screenshots I will provide followed by an evolving pre-release version of the app later on in the development process. If, at any stage, you are not happy with the direction my work is taking, you will pay in full for everything I have produced until that point and cancel this contract.

Text content

I am not responsible for writing any text copy. You agree to provide any text copy in a format that can be copied directly into the app. If I need to transcribe any text content (for example, if it is embedded in an image), or if you’d like me to write new content or input text for you, I can provide a separate estimate for that.

Media

You should supply graphic files in an editable, vector digital format. You should supply photographs, audio and videos in a high resolution digital format. If you choose to buy stock photographs or videos, I can suggest stock libraries. If you’d like me to search for photographs, audio or videos for you, I can provide a separate estimate for that.

OS support

Unless otherwise agreed, I will target the iPhone and the three most popular Android smartphones at the time of development, and build apps that operate in portrait mode only (excluding full screen video playback). If you need to support other platforms, other devices such as tablets, or need support for landscape mode, I can provide a separate estimate for that.

The app will target the latest iOS and Android versions at the time of this contract. The app may also work on other versions of the iOS and Android operating systems, but I will not be testing on different versions. I also cannot guarantee that the app will function correctly in future versions of either operating system but if a defect is found in the future, I can provide a separate estimate for fixing the defect.

Delivery and Hosting

When the app is ready for release, I will prepare the app for submission to the relevant app stores. If you ask me to do so, I can also submit the app on your behalf.

You agree to provide full developer access to the relevant app stores so I can generate the necessary provisioning profiles, certificates and other security details necessary in order to compile the application and deploy it to the respective store. I can help and advise on this matter if required.

You agree to provide and manage all hosting for the application, including any cloud-based service providers such as Firebase, content management and data storage. I will be happy to provide advice regarding the choosing and setup of any hosting providers, if required.

You will own and manage any domain names required for the project, and you are responsible for keeping them registered.

Changes and Revisions

I do not want to limit your ability to change your mind. The price at the beginning of this contract is based on the amount of time that I estimate I will need to accomplish everything you have told me you want to achieve, but I am happy to be flexible. If you want to change your mind or add anything new, that will not be a problem as I will provide a separate estimate for the additional time.

Acceptance

You agree that the app will be deemed to be accepted on whichever is the earliest of:

  • You provide written notice of acceptance of the app
  • The app is submitted to an App Store
  • Use of the app by you in the normal course of your business

Once the app has been accepted, you agree to pay all outstanding fees for the app, and the warranty period will begin.

Payment schedule

I am sure you understand how important it is as a small business that you promptly pay the invoices I send. With this in mind, you agree to adhere to the payment schedule outlined below.

The estimated total cost is $25,000 and includes 200 billable hours. If the application is finished in less time, the remaining hours will be deducted from the final payment at the rate of $125/hr. In the event that the application cannot be completed within the original estimated time, the additional time will be added to the final payment at a rate of $125/hr

  • Feb 10th, 2020: $7500 (30% of estimate)
  • QC begins: $7500 (30% of estimate)
  • QC ends: $10000 (40% of estimate)

Any additional work on features not outlined in our correspondence prior to this contract will be billed separately at a rate of  $150/hr.

Invoices will be issued electronically and my payment terms are 10 days from the date of invoice by ACH direct deposit, wire transfer or PayPal. All proposals are quoted in the United States Dollar and payments will be made at the equivalent conversion rate on the date the transfer is made.

You agree to pay all charges associated with transfers of funds. The appropriate bank account details will be printed on the electronic invoice. I reserve the right to charge interest on all overdue debts at the rate of 2% per month or part of a month.

Post Release

Warranty

I will work hard to build an app to your satisfaction, but I do not guarantee the app will be error-free.

In legal terms, the app will be provided to you "as-is, where is, with all faults." To the maximum extent permitted by law, we disclaim any and all warranties of any kind, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose with regard to the app, any delays in creating the app, and/or any app support services I provide to you under this contract. My total liability for any damages to you, your users, or any other third-party resulting from the app or my support services will be limited to the amount you paid me under this contract, and in no event will I be liable to you, your users or any other third-party for incidental or consequential damages of any nature whatsoever.

For a period of 30 calendar days after the app has been accepted, I will endeavor to fix any issues related to the initial list of features that arise from normal usage of the app without you incurring any further charges.

If, after the 30 day warranty period has expired, a defect is found in the app, I can provide a separate estimate for fixing the defect.

User support

I will continue to support you by developing and improving your app for as long as you retain my services but I will not provide support to your app's users.

Legal 

I will carry out my work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience. That said, I cannot guarantee that my work will be error-free and so I cannot 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 me of them.

Your liability to me will also be limited to the amount of fees payable under this contract and you won’t be liable to myself or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if I’ve advised you 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.

Intellectual property rights

“Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.

First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them. When you provide text, images or other artwork to us, you agree to protect me from any claim by a third party that I'm using their intellectual property.

I guarantee that all elements of the work I deliver to you are either owned by me or I’ve obtained permission to provide them to you. When I provide text, images or other artwork to you, I agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, I’ll assign all intellectual property rights to you as follows:

You will own the app I build plus the visual elements that I create for it, if applicable. I will give you source files and finished files and you should keep them somewhere safe as I am not required to keep a copy. You own all intellectual property rights of text, images, media and data you provided, unless someone else owns them.

I will own any intellectual property rights I have developed prior to, or developed separately from, this project and not paid for by you. I will own the unique combination of these elements that constitutes a complete app and I will license its use to you, exclusively and in perpetuity, for this project only, unless we agree otherwise.

Displaying my work

I reserve the right to display all aspects of my creative work, including sketches, work-in-progress designs and the completed project on my portfolio and in articles on websites, in magazine articles and in books.

Final Notes 

Neither of us can transfer this contract to anyone else without the other’s permission.

We both agree that we will adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.

This contract will become effective as of the date all parties have signed it, and will stay in place and need not be renewed. Either of us can end this contract at any time by notifying the other via email. Within 5 days of any termination, you agree to pay any amounts owed for my services through the date of termination. All terms of this contract that would reasonably be expected to survive its termination will do so. If for any reason one part of this contract becomes invalid or unenforceable, the remaining parts will remain in place.

Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of United States courts.

Signatures

Signed by and on behalf of Brennan Kastner

Signed by and on behalf of NELK Inc.

Date Jan 29, 2020

Everyone should sign above and keep a copy for their records.

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