- Identification of the Parties
This Agreement is made between customer name (the "Customer") with a principal place of business at the customer address and WEDO Business Solutions (the "Developer") with a principal place of business at 425 Street No, 9 Mokattam Cairo, 11571.
- Purpose of Agreement
Customer desires to retain Developer as an independent contractor to develop the solutions (the "Software") described in the Functional Specification contained in Exhibit A attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Accordingly, the parties agree as follows:
- Preparation of Development Plan
Developer shall prepare a development plan ("Development Plan") for the Software, satisfying the requirements set forth in the Functional Specifications. The Development Plan shall include:
(a) detailed Specifications for the Software
(b) a listing of all items to be delivered to Customer under this Agreement ("Deliverables")
(c) a delivery schedule containing a delivery date for each Deliverable; and
Developer shall deliver the Development Plan to Customer by agreed date. Customer shall have 5 days to review the Development Plan. Upon approval of the Development Plan by Customer, it will be marked as Exhibit C and will be deemed by both parties to have become a part of this Agreement and will be incorporated by reference. Developer shall then commence development of Software that will substantially conform to the requirements set forth in the Development Plan.
Customer shall pay Developer in 3 installments according to the payment schedule described in Exhibit B which is attached to and made part of this Agreement.
- Payment of Developer's Costs:
Customer shall reimburse Developer for the cost of any development software or commercial software libraries the developer deems necessary to complete this project, subject to approval by Customer.
- Changes in Project Scope
If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes.
Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within 10 working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement.
- Acceptance Testing of Software
Customer shall have 15 days from the date of delivery of the Software in final form to inspect, test and evaluate it to determine whether the Software satisfies the acceptance criteria in accordance with procedures set forth in Functional Specification, or as established by Developer and approved by Customer prior to testing.
If the Software does not satisfy the acceptance criteria, Customer shall give Developer written notice stating why the Software is unacceptable. Developer shall have 15 days from the receipt of such notice to correct the deficiencies. Customer shall then have 15 days to inspect, test and evaluate the Software. If the Software still does not satisfy the acceptance criteria, Customer shall have the option of either (1) repeating the procedure set forth above, or (2) terminating this Agreement pursuant to the section of this Agreement entitled "Termination." If Customer does not give written notice to Developer within the initial 15-day inspection, testing and evaluation period or any extension of that period, that the Software does not satisfy the acceptance criteria, Customer shall be deemed to have accepted the Software upon expiration of such period.
- Ownership of Software
Developer assigns to Customer its entire right, title and interest in anything created or developed by Developer for Customer under this Agreement ("Work Product") including all patents, copyrights, trade secrets and other proprietary rights unless otherwise is stated. This assignment is conditioned upon full payment of the compensation due Developer under this Agreement.
Developer shall execute and aid in the preparation of any documents necessary to secure any copyright, patent, or other intellectual property rights in the Work Product at no charge to customer. However, Customer shall reimburse Developer for reasonable out-of-pocket expenses.
THE SOFTWARE FURNISHED UNDER THIS AGREEMENT IS PROVIDED ON AN "AS IS" BASIS, WITH THE WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY; INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. DEVELOPER DOES WARRANT THAT THE SOFTWARE WILL MEET CUSTOMER'S NEEDS AND BE FREE FROM ERRORS, AND THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SOFTWARE.
THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES GRANTED BY DEVELOPER. DEVELOPER DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability
The total liability of the parties under this Agreement (whether in contract, tort (including negligence)) shall not exceed the fees paid to Consultant hereunder. The parties disclaim any indirect, special, consequential or incidental damages or loss of revenue or business profits, however caused, even if advised of the possibility of such damages. The foregoing limitations of liability will apply notwithstanding the failure of essential purpose of any limited remedy herein.
During the term of this Agreement and afterward, Developer will use reasonable care to prevent the unauthorized use or dissemination of Customer's confidential information. Reasonable care means at least the same degree of care Developer uses to protect its own confidential information from unauthorized disclosure.
Confidential information is limited to information clearly marked as confidential, or disclosed orally that is treated as confidential when disclosed and summarized and identified as confidential in a writing.
Confidential information does not include information that:
- the Developer knew before Customer disclosed it
- is or becomes public knowledge through no fault of Consultant
- Developer obtains from sources other than Customer who owe no duty of confidentiality to Customer, or
- Developer independently develops.
- is required to be disclosed by the Receiving Party pursuant to any order or requirement from court, administrative or governmental agency, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order.
- 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.
- Termination of Agreement
Each party shall have the right to terminate this Agreement by written notice to the other if a party has materially breached any obligation herein and such breach remains uncured for a period of 30 days after written notice of such breach is sent to the other party.
If Developer terminates this Agreement because of Customer's default, all of the following shall apply:
(a) Customer shall immediately cease use of the Software.
(b) Customer shall, within 10 days of such termination, deliver to Developer all copies and portions of the Software and related materials and documentation in its possession furnished by Developer under this Agreement.
(c) All amounts payable or accrued to Developer under this Agreement shall become immediately due and payable.
(d) All rights and licenses granted to Customer under this Agreement shall immediately terminate.
- Force Majeure:
- Developer an Independent Contractor
Developer is an independent contractor, and neither Developer nor Developer's staff is, or shall be deemed, Client's employees. In its capacity as an independent contractor, Developer agrees and represents, and Customer agrees, as follows:
(a) Developer has the right to perform services for others during the term of this Agreement subject to noncompetition provisions set out in this Agreement, if any.
(b) Developer has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed.
(c) Developer has the right to perform the services required by this Agreement at any place or location and at such times as Developer may determine.
(d) Developer will furnish all equipment and materials used to provide the services required by this Agreement, except to the extent that Consultant's work must be performed on or with Customer's computer or existing software.
(e) The services required by this Agreement shall be performed by Developer, or Developer's staff, and Customer shall not be required to hire, supervise or pay any assistants to help Developer.
(f) Developer is responsible for paying all ordinary and necessary expenses of its staff.
(g) Neither Developer nor Developer's staff shall be required to devote full-time to the performance of the services required by this Agreement.
(h) Customer shall not withhold from Developer's compensation any amount that would normally be withheld from an employee's pay.
- General Provisions
(a) Complete Agreement: This Agreement together with all exhibits, appendices or other attachments, which are incorporated herein by reference, is the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter. In the event of a conflict between the provisions of the main body of the Agreement and any attached exhibits, appendices or other materials, the Agreement shall take precedence.
(b) Modifications to Agreement: Modifications and amendments to this Agreement, including any exhibit or appendix hereto, shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.
(c) Applicable law: This Agreement will be governed by the laws of the A.R.E.
(d) Notices: All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed given as follows:
- When delivered personally to the recipient's address as appearing in the introductory paragraph to this Agreement;
- Three days after being deposited in the ordinary mails, postage prepaid to the recipient's address as appearing in the introductory paragraph to this Agreement, or
- When sent by fax or any of the electronic means mail, messages ..etc. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified mail, or the recipient delivers a written confirmation of receipt.
(e) No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.
(f) Assignment: The rights and obligations under this Agreement are freely assignable by either party. Customer shall retain the obligation to pay if the assignee fails to pay as required by this Agreement.
(g) Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement will be interpreted so as best to carry out the parties’ intent.
Exhibit A: Functional Specification
- Overview of Requirements and Specifications
- Software Requirements
- Hardware Requirements
- Application Flow
Exhibit B: Schedule of Payments
Customer shall pay Developer according to the following schedule of payments:
- 50% Down-Payment.
- 40% Date of Delivery.
- 10% After Delivery.
Exhibit C: Development Plan
Final software release is approved by the customer.