Agreement for software development should contain description of website, number of pages, payment terms, due date of completion of development and uploading etc.
Sample Format of agreement for development of web portal is given below.
AGREEMENT BETWEEN ___ LTD, ____INFOTECH LTD AND _ SOFTWARE
THIS AGREEMENT made at _________ on this ____ day of _____ 20__
_____ LTD., a company incorporated under the Companies Act 1956 and having its registered office at ______________________ (hereinafter referred to as '__ LTD.' which term shall mean and include its successors and assigns) of the First Part,
________INFOTECH LTD. a company incorporated under the Companies Act 1956 and having its registered office at __________________ (hereinafter referred to as '__ LTD' which term shall mean and include its successors and permitted assigns) of the Second Part
___ SOFTWARE (a division of __ Computers Ltd. a company registered under the Companies Act 1956 and having is registered office at ______________ ______) (hereinafter referred to as '__ LTD.' which term shall mean and include its successors and permitted assigns) of the Third Part;
WHEREAS __. Ltd. is a Company engaged in the production and supply _________________situated in _______ and has experience in the field of power and electricity generation for ____ years;
WHEREAS __ LTD. is a company engaged in the creation and development of Software and building web pages and portals for its clients for their business and commercial application;
AND WHEREAS ____ LTD. subcontracts some of its work to __. LTD. which is a company with a large experience in the development of Software and Computer applications and ___ LTD. works together with __. LTD. and carries out its assignment in accordance with the specifications of ________ LTD;
AND WHEREAS __. LTD. has approached __. LTD. for the development of its portal and website and certain Software in accordance with the specifications provided in the Annexure attached herewith and ____ LTD. has together with ____ LTD. agreed to undertake to develop such portal and website subject to and in accordance with the terms and conditions here in contained;
NOW THIS AGREEMENT WITNESSETH:
1. ________ LTD hereby appoints ________ LTD and ________ LTD to carry out the development of a portal and website for ________ LTD in accordance with the specifications annexed herewith or such variations as may be provided by ________ LTD from time to time in writing.
2. At the times and in the manner set out hereunder ________ LTD shall pay to ________ LTD an amount of Rs._____/- (the Contract ______) as outlined in the Terms of Payment. ________ LTD alone shall be responsible for making all and any payment to ________ LTD and ________ LTD shall not be responsible to make any payment to ________ LTD. under this Agreement.
3. Project Period
3.1 ________ LTD shall use its best endeavours to ensure that the website/portal project is completed within ____ days from the execution of these presents and on receipt of advance payment.
4.1 The portals content will be in three languages, i.e. English, Hindi and Tamil.
5. Terms of payment.
5.1 The value of the order under this Agreement is Rs._________________ /-
______________only) inclusive of all taxes, if any at various stages of billing.
5.2 ________ LTD shall deliver to ________ LTD a claim for payment in accordance with the following Schedule.
i. Advance on the execution of these presents: 25% (twenty-five per cent) of the Contract amount;
ii. On supply of 50% of content (with Wind Farm -- India Statistics) and
such content: 25% (twenty-five per cent) of the Contract amount;
iii. On supply of 100% of content and acceptance of it: 15% (fifteen per cent) of the Contract amount;
iv. On handing over of the portal: 25% (twenty-five per cent) of the Contract amount;
v. On completion of 60 days from hand over: 10% (ten per cent) of the Contract amount;
5.3 Within seven days after receipt by ________ LTD of a claim for payment, ________ LTD shall pay to ________ LTD an amount in accordance with Clause 220.127.116.11 All contents, information, Software etc. shall become the property of ________ LTD on full payment by ________ LTD to ________ LTD as provided in Clause 5.2.6. Delivery Schedule: _____ and ________ LTD. shall complete the project within days from the date hereof as follows:
i. 24th ________(Month) i.e. Purchase Order date with advance
ii. 50/55th day ________(Month) 50% of content
iii. 75th -80th day ________(Month): 100% of content
iv. 90th day: hand over i.e. 23rd ________(Month)
6.1 In the event of delay in the completion of the project ________ LTD shall not be liable to pay any amount over the project cost to ________ LTD. In the event of delay on the part of ________ LTD or ________ LTD in completing the project ________ LTD and ________ LTD shall be liable to pay a penalty as provided below which may be adjusted against the payment due from _____Ltd. to ________ LTD and ________ LTD.
6.2 5% of the Order Value/week of delay at every stage i.e. as per delivery schedule refer to clause 6. All payments to be made by ________ LTD to ________ LTD within ____ working days from completion of the task as defined above.
7.7.1 During the term of the Agreement, any confidential information received by either party, under and by virtue of this Agreement, shall be maintained in the strictest confidence and trust. Such obligations of confidentiality shall cease when:-
7.1.1 The Confidential Information enters the public domain otherwise than as a result of a disclosure by any receiving party hereunder.
7.1.2 A party is required under order of court or any other competent authority to make disclosure of the Confidential Information or any part thereof.
7.17.2 In the event that any of the parties becomes legally compelled to
disclose any Confidential Information, such party shall give sufficient notice
to the other party so as
to enable the other party to seek a timely protective order or any other appropriate relief. If such order or other relief cannot be obtained, the party being required to make such disclosure shall make disclosure of the Confidential Information only to the extent that is legally required of it and no further.
7.3 If any Confidential Information enters the public domain or is available to the general public or to any group of persons who are not members, directors or employees of either of the parties hereto, the party that becomes aware of the fact that such confidential Information is in the public domain shall, as promptly as possible, inform the other party in writing thereof.
7.4 For the purpose of this Clause, the term `Confidential Information' shall mean any and all information (verbal or documented) exchanged between the parties hereto, under the terms of this Agreement or incidentally thereto, and shall specifically include the following: -
7.4.1 Customer data, in particular, names, address, sales figures and sales
conditions of buyers and users of the software and hardware of the parties
hereto.7.4.2 Distribution data, in particular, names, addresses, sales figures
and sales conditions of
distributors, agents and licenses of the parties hereto.
7.4.3 Manufacturing data, in particular, procurement and manufacturing price, discounts, commissions and other credits relating to the Software.
7.4.4 Supplier's data, in particular, names, addresses, sales figures and sales condition of suppliers of software and hardware to the parties hereto whether in India or abroad.
7.4.5 Business data, particularly data relating to new products, promotion campaigns, distribution strategies, license agreements and joint ventures in which either of the parties is involved.
7.4.6 Software data, particularly information relating to the Software and the parts thereof as well as any devices designed by the parties hereto to prevent unauthorised copying.
7.4.7 Research and development data, particularly information relating to the software and hardware development of the parties.
7.4.8 Financial data, in particular, concerning budgets, price and revenue calculation, sales figures, financial statements, profit expectations and inventories of the parties.
18.104.22.168.47.5 For the removal of doubts, the term `Confidential Information' shall include any tangible expression of such information mentioned above and including, without limitation, photographs, plans, notes, renderings, journals, notebooks, computer programs and samples relating thereto and shall further include any confidential or proprietary information owned by any other person or entity and furnished by such person or entity pursuant to an undertaking to maintain the same in confidence.
7.6 Notwithstanding anything contained herein, the provisions of this Clause shall continue to be applicable and to bind the parties without limit in point in time except and until such information enters the public domain.
7.7 The parties hereby agree that they shall only make such notes, copies, photocopies, backups, or other written, photographic or computer generated records relating to the Confidential Information as are absolutely necessary. Immediately upon termination of this Agreement, the parties shall collect all copies of the Confidential Information received by them and return the same to the other party, or, upon instruction from such other party, destroy all items of Confidential Information in the manner specified.
7.8 ________ LTD has the right to make other such non-conventional energy portal from ________ LTD or mutually agreeable terms but ________ LTD and ________ LTD. do not have the right to make any non-conventional energy portal without first obtaining ____ Ltd's consent in writing for any other party.
7.8. Number of pages of Content:
_____LTD. and ________ LTD shall provide contents in the website /portal
Photographs/Graphics/Charts aggregating to ________ pages and the matter relating to Wind statistics shall be additional. The contents to be provided by ________ LTD and ________ LTD. is more particularly described in the schedule annexed hereto.22.214.171.124.126.96.36.199.88.1 Break up of content pagination:
i. Harnessing the wind 3%
ii. Environment: 10%
iii. Segments: 15%
iv. Government policies and financial incentives: 20%
v. Planning your wind power project
vi. Spares and Services: 10% Segments on Happenings/Expert Panel-FAQ's/Listings
Ads. Will have content as and when received. Deviation from above % pagination can be 5% plus or minus, subject to 1400 Nos. (1 to 6).
8.18.2 Other Sources of Non-conventional energy:
In the Segment Harnessing the Wind, following other non-conventional energy will be covered: Solar/Thermal/Photovoltaic/Small Hydro Power/Co generation/Bio-Energy.
9. _________ Ltd's Representative ________ LTD has nominated Mr. ___________to act on its behalf in respect of all commercial and development related issues. Mr. __________will have the authority to make and give all necessary instructions, approvals and decisions required to be given in or about any commercial, development related issue or any other issue concerning the project. The appointment of Mr. ___________shall not prevent ________ LTD from exercising any function under this Agreement.
9.1 ________ LTD _____________LTD has nominated Mr. _______________to act on ________ LTD's behalf in respect of all commercial features of this Agreement. ________ LTD's representative shall have the authority to receive instructions issued by ________ LTD under this Agreement, to direct the development of the website/portal and completion of the project, to issue and receive communication from ________ LTD The representative is responsible for the superintendence of the work so as to ensure that the project is executed in accordance with this Agreement.
9.2 ______LTD ____________LTD has nominated Mr. ________________to act in respect of all development related issues in respect of this project.
Standard of Performance:
i. ___LTD. and ___ LTD acknowledge that ________ LTD has entered into this Agreement in full reliance upon the particular skill, experience and ability of ________ ______Z. LTD. to perform the project.
ii. ______ LTD. and ______ LTD shall execute the project with such high degree of professional skill, care and diligence expected of a company experienced in performing the type of works which by this Agreement are required to be performed.
iii. ___ LTD. and ___ LTD warrant to ________ LTD that all materials, equipment, information, technology, software provided and employees working on the project shall be of the highest quality, standards and skill. All materials, equipment, content, technology shall be suitable in all respects for their intended purposes. ___ LTD. and ____ LTD warrant that the Project (and each part thereof) will be fit in all respects for its intended purpose.
iv. _____LTD. AND ________ LTD. warrant that the latest available/published Data (i.e. the last published) from Government Departments/Agencies will be used in the various sections.
10. Sub-contracting for Non-Govt. sources current available Data will be used. ________ LTD and ________ LTD. may sub-contract any parts of the Project but not the Project as a whole. Such sub-contracting shall not relieve ________ LTD and ________ LTD. or any of their liabilities or obligations under this Agreement, and all sub-contracting shall be with the prior consent or approval by ________ LTD at no extra cost to ________ LTD, and such consent or approval of ________ LTD shall not be unreasonably withheld or delayed.
11. Project Review Meetings:
The representatives of ________ LTD, ________ LTD and ____ LTD. and any other persons as may be deputed by ________ LTD, ________ LTD and ___ LTD. shall meet at regular intervals to discuss the progress of the Project as follows:
i. For the First (1.5) one and a half months: Fortnightly
ii. For the balance Period: Weekly (every Saturday)
Minutes of the Meetings will be maintained by all the parties hereto respectively.
12. Back End: ____Ltd. will provide the following before 'Hand Over':
2 weeks before Hand Over:-Lease Line, terminated at site of installation of Web Master Server in Mumbai.
Server with related software in the USA Recruitment of Webmaster will be provided by ____ (Technical details will be provided by ________ LTD. within 7 days from receipt of order with advance).
4 weeks before Hand Over:
Web Master and Portal Administrator (2 persons). This will facilitate Training and involvement of the Web Master before Hand Over.
The above are to be provided by ________ LTD at its own cost and does not form part of the 'Project Cost' provided in 5 above.
Recruitment for Web Master will be provided by___ LTD, latest within 60 days from 'Hand Over' and ________ LTD will not bear any cost for recruitment.
13. Training consists of Technical and content support by ___ LTD. All Training and Support will be provided upto the 60th day from hand over free of cost.
14. Training consists of Technical and Content support by ____LTD
All Training and Support will be provided upto the 60th day from hand over.
15. ______ Ltd. may enter into an Annual Maintenance Contract (AMC) with ____LTD after 60 days from Hand Over at a cost of 35% of the order value. The AMC may be renewable by ________ LTD every quarter, subject to a notice period of 15 days before expiry of the quarter. AMC will include Comprehensive Technical and any other if required.16. The project sum shall be a lump sum amount, which, subject to clause 17 dealing with variations, shall be the lump sum to be paid by ________ LTD to ________ LTD for the cost of the Project. ________ LTD is responsible for making any payment under this Agreement to ___ LTD and ________ LTD is not responsible for the same. ________ LTD shall ensure that the project is completed at a cost, which shall not exceed the Project Sum (as adjusted or varied from time to time in accordance with the terms and conditions of this Agreement). ____ LTD. remains and shall be fully responsible for the cost of the Project to the intent that (without in any way limiting the generality of the foregoing) should the cost of the Project exceed the Project Sum (as adjusted or varied from time to time in accordance with the terms and conditions of this Agreement), or should __.
___LTD 's or ________ LTD's prices, charges, fees or claims for any reason
for carrying out the completion of the Project exceed the Project Sum (as adjusted or varied from time to time in accordance with the terms and conditions of this Agreement), ________ LTD shall be responsible for the excess. The Project Sum is fixed and shall not be subject to rise and fall in costs, and may only be adjusted or varied from time to time in accordance with the terms and conditions of this Agreement.
i. ___Ltd. may issue instructions to ________ LTD in writing to reduce or increase or otherwise vary the Project (a 'Variation'). ________ LTD shall not carry out any Variations and ________ LTD shall not be required to pay for any variations which are not contained in or confirmed by written instructions from ________ LTD to ________ LTD.
ii. The Project Sum shall be adjusted up or down (as the case may be) by the
each Variation, and the period for practical completion may be reduced or extended by ________ LTD if the Project is abridged, delayed or disrupted by the Variation, by whatever period is reasonable and necessary in the circumstances.
18. In consideration of the Project granted hereunder to ________ LTD and ___LTD, ________ LTD and __ LTD agree that they shall not compel, directly or indirectly, not own, manage, operate or control, participate in or be connected with the ownership, management, operation or with the business of ________ LTD anywhere in the world during the term of this Agreement and for a period of one (1) year thereafter.18.1 ________ LTD has the right to make other such non-conventional energy portal from ________ LTD/ ____ LTD on mutually agreeable terms but ________ LTD/ ___ LTD does not have the right to make any non-conventional energy portal without having of ________ LTD's consent, for any other party.
19. Other Services:
19.1 ________ LTD and ____ LTD shall help ________ LTD in setting up the portal including giving presentations, organizing press conference and in preparing business plans and presenting to potentials.
20.1 This Agreement shall come into effect on the date hereof and shall continue for a period of ___days/years from such date unless terminated earlier than such date in accordance with the terms of this Agreement or if renewed with the mutual consent of the parties at least one month before its expiry.
20.2 This Agreement may be terminated at any time before its expiry with the mutual written agreement of the parties.
20.3 This Agreement may be terminated at any time before the expiry hereof by either party by giving ____ month's written notice of such termination to the other party.
20.4 This Agreement may be terminated by any party (the 'Non-Defaulting Party') in the event the other party (the 'Defaulting Party') commits any of the following acts:
i. Sells or otherwise disposes of all or substantially all of its assets;
ii. Files or voluntary winding-up, or in the event a petition for winding up has been filed in respect of the Defaulting Party and has not dismissed within ninety (90) days from the date of filing;
iii. The Defaulting Party is in material breach or defaults under the terms of this Agreement, provided that the Defaulting Party has been given notice of such breach by the Non-Defaulting Party and the Defaulting Party fails to cure such breach within 30 days.
5 The termination of this Agreement shall not affect any of the obligations of the parties hereunder which have accrued by, and are not discharged prior to (in accordance with their terms), such termination, nor affect the rights of either party hereto to recover damages from such other party by reason of any breach of this Agreement which has accrued prior to or would by its nature accrue after such termination.20.6 Nothing contained herein shall be construed as limiting in any way, the right of the parties hereto seek any other remedies as may be available to them under law in addition to the remedies herein contained.
20.7 Notwithstanding anything contained herein and regardless of the expiry
or earlier termination of this Agreement, the confidentiality obligations
contained in Clause ___ above shall continue to be binding on the parties hereto
in accordance with the terms
21. Except as provided below, ________ LTD and ___ LTD shall defend and indemnify ________ LTD from and against any damages, liabilities, costs and expenses (including reasonable attorney's fees) arising out of any claim that the software or any part thereof infringes any valid patent or copyright or misappropriates a trade secret of any third party, provided that
(i) ________ LTD shall have promptly provided ________ LTD and ___LTD written notice thereof and reasonable co-operation, information and assistance in connection therewith, and
(ii) ________ LTD shall have sole control and authority with respect to the defence, settlement, or compromise thereof.
21.1 ________ LTD and ___ LTD shall have no liability or obligation with respect to any patent, copyright or trade secret infringement or claim thereof based upon
(i) use of the Software or any part thereof in an application or environment for which it was not designed or contemplated,
(ii) modifications, alterations or enhancements of the software or any part thereof not created by or for ________ LTD or
(iii) any claims of infringement of a patent, copyright or trade secret in which ________ LTD or any affiliate of ________ LTD has an interest.
21.2 _______ LTD and ___ LTD's liability for damages to ________ LTD for any cause whatsoever, regardless of the form of any claim or action, shall not exceed the aggregate licence fee paid by ________ LTD under this Agreement. In no event shall either party be liable for any loss of date, profits or use or for any special, incidental, indirect or consequential damages arising out of or in connection with the use or performance of the software.
21.3 In no event will __LTD. and ___ LTD be liable to third parties for any damages whatsoever.
21.4 ________ LTD will immediately inform ________ LTD and ___ LTD as soon as ________ LTD becomes aware of any threatened or actual liability claim by a third party relating to the software.
22. Any notice or communication from one party to the other shall be in writing and either personally delivered or sent via facsimile or certified mail, postage, prepaid and return receipt requested addressed, to such other party at the address specified below or such other addresses as either party may from time to time designate in writing to the other party.
If to ________ LTD: ________________ Ltd._________________________ Attn: Fax: Telephone:
If to ________ LTD & _____ LTD: ____________________ Ltd.___________________________________________ Attn: Fax: Telephone: No
change of addresses shall be binding upon the other party hereto until written notice thereof is received by such party at the address shown herein. All notices shall be in English and shall be effective upon receipt.
23. This Agreement and any amendments thereof supersede all previous agreements and arrangements between ________ LTD and ________ LTD and ___ LTD in respect of the subject matter herein contained.
24. This Agreement may be amended with the mutual consent of the parties by a separate deed recording the terms of the amendment. Each such amendment to this Agreement shall supersede the terms of this Agreement to the extent that they are inconsistent with any such amendment.
25. The failure, with or without intent, of any of the parties to insist upon the performance (in strict conformity with the literal requirements) by the other party, of any term or stipulation of this Agreement, shall not be treated as, or be deemed to constitute, a modification of any terms or stipulations of this Agreement. Nor shall such failure or election be deemed to constitute a waiver of the right of such party, at any time whatsoever thereafter, to insist upon performance by the other, strictly in accordance with any terms or provisions hereof. All terms, conditions and obligations under this Agreement shall remain in full force and effect at all times during the subsistence of this Agreement except where otherwise amended or modified by them by mutual written agreement.
26. Should any part of this Agreement be declared illegal or unenforceable, the parties hereto will co-operate in all ways open to them to open substantially the same result or as much thereof as may be possible, including taking appropriate steps to amend, modify or alter this Agreement.
If any term or provision of this Agreement shall be hereafter declared by a final adjudication of any tribunal or court of competent jurisdiction to be illegal, such adjudication shall not after the validity or enforceability of any other term or provision, unless the terms and provisions so declared are expressly defined as a condition precedent or as of the essence of this Agreement, or comprising an integral part of, or inseparable from the remainder of this Agreement.
27. This Agreement shall be governed and interpreted according to the laws of India. The courts in Mumbai shall have jurisdiction over all disputes, controversy or claims between the parties under this Agreement.
28. Any controversy or claim arising out of or relating to this Agreement, or any breach or alleged breach thereof, shall be finally settled by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be held in Mumbai, India. The arbitration panel shall comprise one member each, selected by the two parties hereto and a third member who shall be agreed upon by the two arbitrators already named. The award rendered by the arbitration panel shall be a written award and shall include reasons in writing in support of such award. Judgment upon the award rendered may be entered in any court of competent jurisdiction. However the law governing the arbitration proceedings shall be the laws of the Republic of India. The costs of arbitration should be paid by the defaulting party.
SIGNED AND DELIVERED by the with in named
____________________LTD by its Authorised signatory Mr.___________________
In the presence of Witness
SIGNED AND DELIVERED by the with in named _____LTD. by its Authorised Signatory Mr._________________________
In the presence of
SIGNED AND DELIVERED by the with in named _______Ltd by its Authorised
In the presence of _______