You, Client name (“Client” or “You”), with a principal place of business at Client address have asked me, Ivan Novikov (“Developer” or “I”), with a principal place of business at 295 Broome st., #15, New York, NY 10002, to create custom software for you. This is our Agreement for this project:
1. Scope of Work. The scope of my work for you is listed in Exhibit A of this Agreement. I will start working on this project within 15 calendar days after I receive from you a signed copy of this Agreement and the Initial Payment as defined in section 6 of this Agreement.
2. Project Milestones. We have agreed that I will work on this project in phases. Exhibit B of this Agreement lists the milestones that we’ve agreed will apply to each phase of my work for you.
3. Final Deliverables. I will deliver to you, within 15 calendar days after you approve the final deliverables and I receive from you the Final Payment as defined in section 6 of this Agreement, digital files containing my work for you under this Agreement, including source code.
4. Third Party Property Rights. I promise that, except for anything that you give me to incorporate into the software I will create for you: (a) I am the sole and exclusive owner of all intellectual property rights, including patent, copyright, trade secret and other proprietary rights in and to the software I create for you, or I have secured such rights to any third-party content incorporated into my final code; and (b) my work does not violate the patent, copyright, trade secret or other property right of any person, firm or entity. I promise that this Agreement does not conflict with any other contract, agreement or understanding to which I am a party. You promise that: (a) You own the rights to use anything you give me (“Client Content”); and (b) using such Client Content does not violate the patent, copyright, trade secret or other property right of any person, firm or entity. You grant me a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with my work for you under this Agreement and my limited promotional uses as allowed by this Agreement. You also affirm and represent that this Agreement does not conflict with any other contract, agreement or understanding to which you are a party.
5. Confidentiality. I promise that I’ll hold and maintain in strict confidence any confidential information that you provide me (such as proprietary technical or business information), and I will not disclose such information to any third party except as may be required by a court or governmental authority.
6. Payments. You promise to pay me the total sum (“Fee”) of Fee U.S. Dollars in two payments. Fifty percent of the Fee (Initial Payment) will be due when you and I sign this Agreement. The remaining fifty percent of the Fee (Final Payment) will be due when you approve the final deliverables. Payment will be made using cheque, direct deposit, or PayPal. If you ask me to use any third-party content (such as stock photos or third party software that must be incorporated in the software I am creating for you), you promise to pay me the actual cost of licensing that third-party content for work under this Agreement. You agree that until you pay me in full, you will not acquire the rights or license to use or transfer ownership of any software that I create for you under this Agreement. I agree that the Fee you owe me will cover in full all of the work listed in Exhibit A of this Agreement.
7. Feedback and Acceptance. You agree that I cannot complete my work for you or meet the milestones to which we’ve agreed unless you give me timely feedback. You agree to provide timely feedback so that I can understand your concerns, objections or corrections, and you promise not to unreasonably withhold acceptance of the deliverables I’ll provide you at each milestone.
We’ve agreed to the following acceptance process: I will test the software that I create for you to make sure that it’s working properly. In turn, you promise that you will evaluate the deliverables I provided to you at each milestone listed in Exhibit B of this Agreement and let me know in writing, within 15 calendar days after you receive each deliverable, whether you accept or reject it. If you reject a deliverable, I will correct any errors and again ask you to accept or reject the corrected deliverable – which you promise to do within 15 calendar days after you receive the corrected deliverable. This process shall continue until you accept the deliverable or 15 calendar days have passed and you have not accepted or rejected a deliverable (at which point it will be deemed accepted). Once you’ve accepted a deliverable, I’ll proceed to do work on the next milestone.
When I deliver the final files to you and complete my work for you under this Agreement, you agree that you’ll test the software in its entirety to determine if I completed the work I promised you. You promise to let me know in writing within 15 calendar days after I deliver the final files whether you accept or reject the final files. If you reject the final files, I will correct any errors and again ask you to accept or reject the corrected deliverable – which you promise to do within 15 calendar days after you receive the corrected deliverable. This process shall continue until you accept the deliverable or 15 calendar days have passed and you have not accepted or rejected a deliverable (at which point it will be deemed accepted). Finally, you agree that my work on this project will be complete and the Agreement will end after you’ve approved the final files.
8. Your Rights Before You Pay Me In Full. You understand and agree that until you pay me in full, I own full rights to everything I create for you under this Agreement. If you don’t pay me in full, you agree that I can complete, exhibit, use and sell the software at my sole and absolute discretion (except that I will not be able to use Client Content in such work).
9. Your Rights After You Pay Me In Full. After you pay me in full, I assign to you my right, title and interest in the copyrights for the final files that I’ll send to your for approval under this Agreement. You agree that I will retain and you will not receive any right, title or interest to the preliminary work or preliminary designs that are included with the work I create for you. If you’ll need some additional documentation, I’ll sign any further documents reasonably necessary to make sure that the rights I’m giving you under this Agreement are properly assigned to you. You agree that I may use your name/company name and trademarks as a reference in my promotional materials. You also agree that I may include, when referencing my work for you, a general description of the work under this Agreement.
10. Right To Make Changes. I agree that after you pay me in full, you may make any changes or additions to the software I create for you under this Agreement, which you in your discretion may consider necessary, and you may engage others to make any such changes or additions, without further payments to me. You agree that if you ask me to make changes or additions to the software after you approve the final files, you and I will negotiate a separate additional payment for my time to make such changes.
11. Technical support. I do not promise to provide ongoing technical support, website hosting or other services after completion of this project. I will assist with configuration of a web server if this task is included in the scope of work in Exhibit A of this Agreement; then, the updates to, and management of that server will be up to you.
12. Rights To Know-How. I may incorporate into the software I create for you various preexisting development tools, routines, subroutines, programs, data or materials (Know-How). You agree that I retain all rights, title and interest, including all copyright, patent, and trade secret rights to that Know-How. I agree that after you pay me in full, you’ll receive a nonexclusive, perpetual, worldwide license to use the Know-How in the software that I created for you under this Agreement. However, you shall not resell or make use of that Know-How in any other manner other than in connection with the software you receive under this Agreement.
13. Warranty. I promise you that software I create for you shall perform substantially in accordance with the specifications listed in Exhibit A of this Agreement and that it will not contain material defects. I also promise you that to the best of my knowledge, the software will not contain any virus, worm, trap door, back door, Trojan Horse, timer or clock that would erase data or programming or otherwise cause the software to become inoperable or incapable of being used. I do not promise that the functions contained in the software will meet your specific requirements (unless I’ve agreed to this on Exhibit A of this Agreement) or that the operation of the software will be uninterrupted or error free.
Except as specifically set forth in this agreement, the software I create for you is provided without additional warranty of any kind, either expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose and any oral or written representations, proposals or statement made prior to this agreement. I hereby expressly disclaim any representation or warranty of any kind with respect to the software, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. The entire risk as to the quality and performance of the software is with you. The remedies provided in this agreement are your sole and exclusive remedies.
14. Limitations of Remedies.
I shall not, under any circumstances, be liable to you for consequential, indirect, incidental, special, punitive, or exemplary damages or losses arising out of or related to this agreement, even if I am advised of the likelihood of such damages occurring. My cumulative liability for any damages arising out of or in any manner related to this agreement (including, but not limited to, claims for breach of contract, breach of warranty, negligence, strict liability, or tort, shall be limited to the amount of the fee paid by you to me under this agreement.
15. Entire Agreement. This Agreement constitutes the complete and exclusive agreement between you and I concerning the work on this project, and it supersedes all other prior agreements, proposals, and representations, whether stated orally or in writing. We can modify this agreement in writing, if both you and I sign that modification.
16. I Am An Independent Contractor. You agree that I am an independent contractor and not your employee. I will determine, in my sole discretion, the manner and ways in which I will create the software for you, including but not limited to the method of communication between you and me. The work that I create for you under this Agreement will not be deemed a “work-for-hire”, as that term is defined under U.S. Copyright Law. Whatever rights I grant you are contained in this Agreement.
17. Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of, or related to it, shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule.
By signing, you and I agree: (a) to all of the terms and conditions of this Agreement and (b) that we have the full authority to enter into this Agreement. The Agreement is immediately effective upon signing.