Disclaimer: This is a sample agreement published online by Agicent

Technologies (www.agicent.com) with an humble thought of assisting/ helping to

the new entrants in the mobile apps business (Both parties preciously Customers
(Who are looking to outsource their Mobile (iOS/ iPad, Android) Apps development
work) and also Developers (Who are doing such projects on a fee).
This document, by no way, should be construed or interpreted as a legal template
by any user, organization, or a group. This is purely a help document to give an idea
to its users of what clauses and important terms should be there in an Custom
Software Development Agreement, when the project is being outsourced.
If you have any concerns, feedback, suggestions regarding the document
then Email at Sudeep@agicent.com;
Also, if you have any iOS/ Android project to discuss, then feel free to drop
a note at Sudeep@agcent.com and Ill get back to you instantly!

CUSTOM SOFTWARE DEVELOPMENT AGREEMENT (FIXED PRICE)

This Custom Software Development Agreement (the Agreement) is made and
effective from 19th Day of June, 2014
BETWEEN:

XXXX Inc. (hereinafter called as the Customer), located

at suite 203, awesome street, San Francisco, USA, and

AND:

Developer Technologies Private Limited (hereinafter

called as the "Developer" or Agicent), a corporation
organized and existing with its and operations office at B-11,
developers street, Noida, India

RECITALS
Whereas, Customer wishes to get the Mobile Apps and backend of their project for
iPhone, iPad, Android (Hereinafter called as the PROJECT) developed as per the
requirements specifications sent by Mr. John Smith (Email
bhatnagar.sudeep@gmail.com) with Agicent as an Email attachment Wed
21/07/2014 10:29 Indian Standard Time.

Whereas, the Developer desires and offers its services to develop the Project for
the Customer.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein

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contained, the parties hereto, intending, to be legally bound, agree as follows:

1. SCOPE OF WORK
The high level scope of work is the development of Project as per the requirements
specifications sent by Mr. John Smith as mentioned above. Creative designs and
graphics development is not covered in the scope of work of this contract; however
Developer may recommend or create their own designs for the betterment of the
App.
2. ESTIMATION AND COMMERCIALS
Platform
Total Delivery Time
Quotation (In USD)

iOS, Android
Min 2 Calendar Months, Max 3
Calendar Months
$ XYZ

Notes:
- Payments will be transferred by the customer via Bank Wire Transfer Method
in US Dollars Currency.
- The payment is based on milestones, starting with upfront fee at kick off and
up to the delivery, divided in 4 instances.

3. ENGAGEMENT PROCESS & MILESTONE BASED PAYMENT TERMS

The Engagement Process and corresponding payment terms for this Fixed Price
Project Agreement are as follows:
3.1
Advance Payment/ Kick off Fee of 40 % of payment The Customer
will pay the 40 % of the total cost of the project as an advance payment
at the instance of agreement sign on.
3.2Rest of 60 % payments shall be transferred as $ 20 % per completed
milestones.
3.3 Graphic Design/ UI/ Creative Design/ multimedia The customer is
responsible for, and will supply any graphics/ design/ artwork/ multimedia
(sound/ video) required for the project to the developer at either the beginning
of the project, or partially during the development. Developer will however put
its recommendations; assist in graphic creation for the betterment of the App.
3.4 Collaboration, coordination A status update on the progress of the work
will be shared with the customer on milestones basis formally by developer, and
informally on weekly/ fortnight/ or as and when required basis. Weekly status
calls will also happen to discuss and review the work in progress.

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3.5 Apples iTunes Store Compliance Agicent will make sure that the app is
technically compliant to Apples App store guidelines, but not the business
compliance. Being owner of the project idea, the customer only will be
responsible and liable for the products business compliance with Apple App
Store guidelines.
3.6 Simple tabular representation of the Milestones definition and payment
schedule as per the points mentioned above:
Payment
Terms
Kick off fee

3 Weeks
Lapsed

6 Weeks
lapsed

Definition
On Agreement Sign on

App design and Architecture completed.

Backend API partially done.
Front end Apps Alpha release initiated.
Sent for test/ review of the customer.

Backend API fully done.

Front end Apps Alpha release
completed.
Sent for test/ review of the customer.
Previously reported bugs fixed.

8 Weeks
lapsed

12 Weeks
lapsed (Final
Delivery)

After 12
Weeks

Bugs or feedback escaped in Alpha

release fixed.
Front end Apps beta release completed.
Sent for test/ review of the customer.
All Apps fully completed.
Sent for test/ review of the customer.
All bugs or feedback resolved and
incorporated.
Submission to the stores if all tests are
passed.
Bug Fixing Warranty Time.
If any bug is reported then it will be
resolved on priority.
Grand Total

% of the
Amount
Total
(in USD)
Payment
40 %

NA

20 %

20 %

20 %

NA

100 %

$ XYZ

4. CHANGE ORDERS
Definition of Change Order:
Any change or modification in functionality or feature or UI of the App required by
the customer which is beyond agreed functional requirements considered in this
Agreement will be considered as a Change in the original specifications, and that
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shall be intimated to Agicent by the customer or vice versa as a Change Order in

writing.
Change Orders do not however cover any bug or glitch fixing produced out of the
code written by Agicent as any bug will be fixed by Agicent for free up to 3
months after final delivery (Bug Fixing Warranty).
Change Order Estimation and Payments:
Change orders will be estimated in hours by Agicent, and their fee will be calculated
in US dollars at the rate of USD 17 Man hour before their implementation only and
with approval by the customer.
Payment of change orders will be clubbed with the next nearing milestone payment
if it is lesser than USD 1000, otherwise it will be paid by the customer as soon as
they are implemented in full, irrespective of nearing milestone.
5. SCOPE OF DELIVERABLES
S
No
.

Deliverable Name

Given By

Scope

1.

Functionality
Development

Agicent

App functionality to be developed

across both platforms, API
development.

2.

Functional requirements
& UI/ Multimedia,
backend access.

Custome
r

Customer will supply final design,

multimedia, wordpress CMS access.

3.

Application package

Agicent

4.

iTunes and Google Play

upload

Agicent

5.

Source Code

Agicent

App package to be shared with the

customer.
Apps to be uploaded on their
respective stores.
Source Code to be shared with the
customer once mutual liabilities are
fulfilled.

6. DEVELOPMENT TECHNOLOGIES & TARGET DEVICES AND OS

The proposed technologies are as follows:
Development Technologies: iOS SDK, Objective C, Cocoa; Android, JavaSE, PHP
Target Device and OS: iPhone and iPad running OS versions 5 to 8; Android
devices running 3.0 and above.
7. ASSUMPTIONS AND DEPENDENCIES

The development and unit testing of the products will be done at Agicent
premises.

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The customer shall be providing Agicent with the credentials of its Apple
Developer Accounts and Google Play account (required to creating adhoc
and final releases).

8. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

All Intellectual Property (including Source Code, Documentation, and Application
Package) during the project is owned by the Customer, and will be turned over to
the Customer at the conclusion of the project by Agicent and after the fulfillment of
all commercial obligations by the Customer. The customer is the sole owner of the
developed software with full IPR.

9. TERM OF AGREEMENT
This Agreement commences on the date it is executed and shall continue until full
performance by both parties, or until earlier terminated by one party under the
terms of this Agreement.
10.

TERMINATION

The Customer shall, in the event of Agicent committing any breach of any of the
terms and conditions of this agreement or for any other reason considered as
sufficient, be entitled to terminate this agreement by giving 2 weeks notice in
writing and it is applicable only when the project is not completed. If the customer
terminates the agreement, then the customer shall compensate the Agicent up to
the date of termination with a fee calculated on Pro-rata basis. Agicent may also
terminate this Agreement by giving 2 weeks notice in writing to Customer. It is
applicable only when the project is not completed. In case Agicent terminates the
agreement, it shall handover the entire project related IPR, work done till date, and
source code to the customer.
11.ENTIRE AGREEMENT AND GOERNING LAW AND JURISDICTION
This agreement supersedes all oral and written representations and agreements
between the parties including, but not limited to any earlier agreement relating to
the subject matter thereof.
This agreement shall be construed, interpreted and governed by and in accordance
with the laws of India. In case the arbitration proceedings fail, an unresolved dispute
between Agicent and the customer is subject to the binding laws of India as a first
attempt at formal resolution. Should arbitration fail to reach a resolution and either
party wish to pursue the dispute further, this shall be conducted within the binding
laws of India.
12.

NOTICE

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Any notice or other communication required or permitted to be given between the

parties under this agreement shall be given in writing at the following address or
such other addresses may be intimated from time to time:
For Customer
Kind Attn: Mr. John Smith, CEO
located at 203, awesome street, SF, USA
For Agicent Technologies Pvt. Ltd.
Kind Attn: Mr. Sudeep Bhatnagar, Director
B-11, sector 64, Noida, UP 201301, India
Hence electronically, the parties have caused their common seal to be affixed to
these presents and the duplicate, the day and year first hereinabove written.
For Customer

For Agicent Technologies Pvt. Ltd.

Authorized Signature

Authorized Signature

Mr. John Smith, CEO

Custom Software Development Agreement

Sudeep Bhatnagar, Director

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