AGREEMENT BETWEEN CLIENT AND DEVELOPER

This Agreement (hereinafter referred to as the "Agreement") is entered into on

[Date], by and between the undersigned parties.
XYZ, an company and existing under the laws of India, with its principal place of business at
1-3-4/1-273, Pampa Nagara, Gangavathi, Koppal, Karnataka, 583227 ("Client"),
And
[Developer's Company Name], a corporation organized and existing under the laws
of [Developer's Jurisdiction], with its principal place of business at [Developer's
Address] ("Developer").

(collectively referred to as the "Parties").

DEFINITIONS
Client: Hereinafter referred to as the "Party of the First Part" or "Client", denotes
the individual or entity commissioning the work and who shall be the recipient of the
final product.
Developer: Hereinafter referred to as the "Party of the Second Part" or
"Developer", signifies the individual or corporate entity responsible for the design,
development, deployment, and delivery of the application in accordance with the
specifications provided by the Party of the First Part.

Project Scope and Deliverables:

The Developer commits to the design, development, deployment, and delivery of an
iOS & Android application, along with a backend web control analytics panel. The
application will be available in 12 languages. Specific deliverables, including app
analytics, data analytics, and other details, are as mentioned in the annexure and
have been discussed in meetings. The Developer agrees to “meet or exceed the
expectations” set forth in these discussions.
Refer below annexure for detailed scope.

Project Commencement:
The Developer shall ensure that all the necessary documents are received from the
Client before starting the work. Once the Developer confirms the receipt of all
required documents, the project timeline will commence. From the date of this
confirmation, a period of 50 days will be counted for project completion.

Client's Responsibilities:
The Client shall:
 Provide the Developer with all necessary information, documentation, and
insights required for the successful completion of the project.
 Offer timely feedback on deliverables to ensure the project stays on track.
 Extend any other support or resources as mutually agreed upon to facilitate
the development process.
Third-party Costs: All third-party services or tools required for the development of
the application, including but not limited to cloud services, plugins, API and licenses,
will be provided or borne by the Client. The Developer shall inform the Client in
advance of any such requirements.
Duration of the Agreement:
This Agreement shall remain in effect until terminated by either party. Both parties
reserve the right to cancel the Agreement with prior written notice.

Backup and Data Recovery:

The Developer is responsible for implementing robust backup procedures and
ensuring data recovery mechanisms are in place to prevent data loss. The
Developer must safeguard the data with the latest technology and store it securely to
prevent unauthorized access or breaches.

Accessibility & Compliance:

The Developer commits to ensuring that the application is developed in compliance
with the relevant Indian accessibility guidelines and standards. The application shall
be designed and coded to be accessible to all users, including those with disabilities,
in line with the standards set by the Indian government or relevant bodies.

Confidentiality:
The Developer shall not disclose, reproduce, distribute, or use for any purpose other
than fulfilling its obligations under this Agreement, any confidential information, data,
or trade secrets of the Client. Any breach of this clause with malicious intent will
result in a fine determined by the Client and will be punishable under Indian law.
Non-Disclosure Agreement (NDA):
Both parties agree not to disclose, reproduce, or use for any purpose, other than for
the fulfilment of this Agreement, any confidential information, data, or trade secrets
shared during the course of this project. This NDA will remain in effect for a period of
8 years after the termination of this Agreement.
Non-Compete and Non-Solicitation:
For 8 years after the conclusion of this Agreement, the Developer is restricted from
either directly or indirectly creating, marketing, or assisting another entity in crafting
or promoting an application that is nearly identical or a direct replica of the
application mentioned in this Agreement. Moreover, during these 5 years, the
Developer is forbidden from reaching out to or attempting to engage with any of the
Client's staff or contractors.
Confidential Information:
For the purposes of this Agreement, "Confidential Information" shall include, but
not be limited to, the application's code, workings, data storage mechanisms,
security protocols, important documents, passwords, financial details, business
strategies, and any other information related to the application and business plan.

Intellectual Property Rights:

All intellectual property rights, including but not limited to copyrights, patents,
trademarks, and trade secrets related to the application, shall be transferred to and
owned by the Client.
Ownership of User Data: The Client shall own all user data generated by the
application. The Developer shall have no rights to this data and shall not use it for
any purpose other than fulfilling its obligations under this Agreement.

Assignment and Subcontracting:

The Developer may not assign or subcontract any of its rights or obligations under
this Agreement without providing advance notice to the Client, including the name
and details of the subcontractor and a signed non-disclosure agreement from the
subcontractor. Any breach of this clause will be considered as malicious intent, and
the Developer will be held liable.

Audit Rights & Project Updates:

The Client, or its designated representative, shall have the right, during regular
business hours and upon reasonable notice, to inspect and audit the Developer's
work, including code, documentation, and related materials. The Developer shall
provide the Client with regular updates on the project's progress, including but not
limited to a weekly status report and a biweekly demo.

Malicious Code, Tampering, and Security Loopholes:

Should the Client discover that the Developer has intentionally incorporated any
loops, timers, or any other code or mechanism with malicious intent, including but
not limited to extracting more money or gaining undue advantage, that limits the
functionality, causes downtime, or otherwise harms the operation of the application,
or if the Developer intentionally leaves security loopholes that compromise the
integrity and security of the application, the Client will first approach the Developer
seeking a mutual resolution. This may include a demand for a fine or compensation
for the damages caused. If the Developer is not amenable to a mutual resolution or
refuses to pay the demanded fine, the Client reserves the right to file a lawsuit
against the Developer to recover any losses caused by such actions. In such an
event, all court fees, attorney fees, and any other associated costs will be borne by
the Developer.
“Malicious Intent" refers to any deliberate action taken by the Developer to harm
the Client or extract undue money or advantages. This includes, but is not limited to,
intentionally leaving security loopholes in the application, sharing Confidential
Information with third parties without the Client's consent, or any other actions that
may jeopardize the Client's interests.

Meeting and Exceeding Expectations:

The Developer acknowledges that all designs, requirements, and expectations have
been conveyed through a series of meetings and discussions. This includes
information not limited to meetings and encompasses both written and verbal
communications. The Developer understands the Client's requirements and agrees
to meet or exceed the set expectations. Deliverables that fall below the expectations
are not acceptable, and the Client reserves the right to terminate the contract in such
instances.

Warranty, Support, and Maintenance:

Post-deployment, the Developer shall provide a 3-month warranty covering any
bugs, defects, or malfunctions. Additionally, the Developer will offer support and
maintenance services during this period at no additional charge. Any issues not
resolved within a reasonable time frame will result in penalties or compensation to
the Client.

Testing:
The Developer will be responsible for testing the application. There will be a
dedicated testing phase after the development phase and before the deployment
phase. The criteria for passing the testing phase include the application being self-
certified by the Developer and being capable of handling up to 1 lakh users without
performance issues or critical bugs.

Training:
Upon completion of the application, the Developer shall provide the Client with
comprehensive training materials or recorded videos to ensure the Client's team can
effectively use and manage the application and the web control panel.
Third-Party Software and Libraries: The Developer shall provide the Client with a
list of all third-party software and libraries used in the development of the application.

Payment Terms:
The total Project contract value is 100,000/- (INR).
 The Client shall make an advance payment of 40% upon executing this
Agreement.
 The remaining 60% shall be payable upon successful completion, testing, and
handover of the application to the Client's satisfaction.
Project Timeline and Penalties: The Developer commits to delivering the project
within 50 days from the date of confirmation of receipt of all necessary documents. If
the Developer fails to deliver within the stipulated time, a penalty of 10% of the total
project value will be levied for every week of delay beyond 7 days. If the delay
exceeds 15 days, the Client reserves the right to terminate this Agreement without
any penalties and seek compensation for any damages or losses incurred.
Exceptions to Delays: If any delay occurs due to account opening, data provision,
or any other pending tasks from the Client's side, that period will not be considered in
the calculation of the delay. Once the required data is provided by the Client, the
counting of the project delivery dates will commence.

Termination of Agreement:
If this Agreement is terminated for any reason, the Developer shall immediately
return all confidential materials to the Client. The Client will not be liable for any
payment for the development work post-termination.
 Post-Termination Responsibilities: After the termination of this Agreement,
the Developer is obligated to hand over all materials, data, and documentation
related to the project to the Client. The Client will not be liable for any
payment for the development work post-termination.
 Termination Clauses: In addition to the termination rights already specified in
the Agreement, either party may terminate this Agreement upon written notice
if the other party breaches any material term or condition of this Agreement
and fails to cure such breach within 10 days after receiving written notice of
the same. All the payment made by the client will be refunded immediately
within 7 days.
 Cancellation by Client: The Client cannot unilaterally cancel the contract
before closing the contract without proper reason or prior information.
Liabilities:
In the event of any malicious intent on the part of the Developer, the Developer shall
be held responsible for all damages incurred as a result of such actions. This
includes, but is not limited to, damages to the Client's reputation, loss of data, and
any financial losses. The Developer will also be subject to penalties as specified
elsewhere in this Agreement.

Indemnification:
Should there be any delay in the delivery of the project beyond the stipulated
timeline, the Developer agrees to return all code, documentation, and other materials
related to the project to the Client. The Developer shall indemnify and hold harmless
the Client from and against any and all losses, damages, liabilities, and expenses
arising out of or related to the Developer's breach of this Agreement.

Feedback and Acceptance:

The Client shall provide feedback on deliverables in a timely manner. The
acceptance criteria for completed work will be based on meeting or exceeding the
expectations set forth in the "Meeting and Exceeding Expectations" clause. Any
deliverable that does not meet these expectations will be revised by the Developer
until it aligns with the Client's requirements.

Notices:
All official notices under this Agreement shall be given via email or any other
recordable media. The Client's official contact is and the Developer's official contact
is [Developer's Email Address]. Any change in the contact details shall be
communicated in writing within 5 days of such change.

Relationship of the Parties:

The relationship between the Client and the Developer under this Agreement is that
of client and developer. Nothing in this Agreement shall be construed to create a
partnership, joint venture, or employer-employee relationship between the parties.

Dispute Resolution:
In the event of a dispute arising out of this Agreement, the Client will first attempt to
resolve the matter through official channels and meetings. If the dispute cannot be
resolved amicably, the matter will be escalated to the competent courts of
Karnataka. The Developer will bear all costs associated with any legal proceedings.
Arbitration: In the event of any dispute arising out of or in connection with this
Agreement, the parties shall first attempt to resolve the matter through mutual
discussions and meetings. If the dispute cannot be resolved amicably within a
reasonable time frame, the parties agree to submit the dispute to binding arbitration
in accordance with the rules of a recognized arbitration institution mutually agreed
upon by the parties.

Counterparts:
This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

Waiver:
Failure by either party to exercise any right under this Agreement shall not constitute
a waiver of such right. No waiver of any breach of this Agreement shall be a waiver
of any subsequent breach of the same or any other provision of this Agreement.

Renewal, Extension and Amendments

This Agreement may be renewed or extended by mutual agreement of the parties.
Any such renewal or extension shall be documented in a written amendment to this
Agreement, signed by both parties.
Amendments: Any changes or modifications to this Agreement must be in writing
and signed by both parties. Such changes shall only be effective upon proper
communication and mutual agreement between the parties.

Revisions and Changes:

Any revisions or changes to the project scope after the signing of this Agreement will
be subject to mutual agreement. Additional costs incurred due to these changes will
be borne by the Client unless otherwise agreed upon.

Governing Law and Jurisdiction:

This Agreement shall be governed by the laws of India. Any disputes arising out of
this Agreement shall be resolved in the competent courts of [specific city, e.g.,
"Karnataka"], with the Developer bearing all costs associated with any legal
proceedings.
Severability:
If any provision of this Agreement is found by a court of competent jurisdiction to be
invalid, illegal, or unenforceable, it shall not affect any other provision of this
Agreement, and this Agreement shall be construed without such invalid, illegal, or
unenforceable provision.

Entire Agreement:
This Agreement, along with any exhibits or annexures, constitutes the entire
agreement between the parties and supersedes all prior negotiations,
understandings, and agreements between the parties.

Between:
Client
Full Name:
Address: 1-3-4/1-273, Pampa Nagara, Gangawati, Koppal, Karnataka, 583227
Contact Information:
AND
Developer/Company:
Full Name/Company Name:
Address: [To be provided]
Contact Information: [To be provided]
Attach Adhar card
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first above written.

__________________________ ________________________
Signature of Client Signature of Developer/Company

__________________________ __________________________
Date Date

Annexure 1