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 I’ll get back to you instantly!

CUSTOM SOFTWARE DEVELOPMENT AGREEMENT (FIXED PRICE)

This Custom Software Development Agreement (the “Agreement”) is made and effective from 19 th 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 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

Custom Software Development Agreement Page 1 of 5

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 iOS, Android

Total Delivery Time Min – 2 Calendar Months, Max – 3 Calendar Months

Quotation (In USD) $ 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.

3.2 Rest 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.

3.5 Apple’s iTune’s Store Compliance – Agicent will make sure that the app is technically compliant to Apple’s App store guidelines, but not the business compliance. Being owner of the project idea, the customer only will be responsible and liable for the product’s business compliance with Apple App Store guidelines.

3.6 Simple tabular representation of the Milestone’s definition and payment schedule as per the points mentioned above:

Payment Terms Definition % of the Amount (in

Custom Software Development Agreement Page 2 of 5

Total Payment USD)

Kick off fee On Agreement Sign on 40 %

3 Weeks Lapsed

App design and Architecture completed. Backend API partially done. Front end Apps Alpha release initiated. Sent for test/ review of the customer.

NA

6 Weeks lapsed

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

20 %

8 Weeks lapsed Bugs or feedback escaped in Alpha release fixed. Front end Apps beta release completed. Sent for test/ review of the customer.

20 %

12 Weeks lapsed (Final

Delivery)

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.

20 %

After 12 Weeks

Bug Fixing Warranty Time. If any bug is reported then it will be resolved on

priority. NA

Grand Total 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 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.

Custom Software Development Agreement Page 3 of 5

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. Customer Customer will supply final design,

multimedia, wordpress CMS access.

3. Application package Agicent App package to be shared with the customer.

4. iTunes and Google Play upload Agicent Apps to be uploaded on their respective

stores.

5. Source Code Agicent 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. The customer shall be providing Agicent with the credentials of its Apple Developer Account’s

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

Custom Software Development Agreement Page 4 of 5

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

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 CustomerKind Attn: Mr. John Smith, CEOlocated at 203, awesome street, SF, USA

For Agicent Technologies Pvt. Ltd.Kind Attn: Mr. Sudeep Bhatnagar, DirectorB-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 Sudeep Bhatnagar, Director

Custom Software Development Agreement Page 5 of 5