Free Software Development Agreement

I. Introduction

This Software Development Agreement ("Agreement") is entered into on this 15th day of May, 2050, by and between:

• [Your Company Name], a corporation registered under the laws of the State of Virginia, with its principal office located at [Your Company Address], represented by [Your Name], Lead Software Developer (“Developer”).

• ZooMoco, a corporation registered under the laws of the State of Virginia, with its principal office located at Virginia Beach, VA 23450, represented by Edgar Spencer, Chief Technology Officer (“Client”).

The parties hereby agree as follows:

II. Scope of Work

1. Development of Software

Developer agrees to develop the following software for Client as detailed below:

• Software Name: ZooMoco CRM System

• Software Type: Customer Relationship Management (CRM) system designed for managing customer interactions, sales, and marketing campaigns.

• Features and Capabilities:

  • User authentication and role-based access control

  • Integration with social media platforms for marketing automation

  • Customer data management and reporting tools

  • Interactive dashboard with real-time data visualization

  • Mobile application support for iOS and Android

  • Cloud-based storage with data encryption and security compliance

2. Timeline and Milestones

The development of the software will occur in phases, with the following milestones and deadlines:

• Phase 1: Requirements Gathering and Analysis - Complete by 15 June 2050.

• Phase 2: Design and Prototyping - Due by July 15, 2050.

• Phase 3: Core Development - Complete by 30 Sept 2050.

• Phase 4: Testing and Debugging - Due by 31st October 2050.

• Phase 5: Final Deployment - Due by 15th Nov 2050.

3. Client Responsibilities

Client agrees to provide the following:

• Timely feedback on prototypes, designs, and software iterations.

• Access to necessary third-party systems, databases, and APIs required for integration.

• Any internal resources or documentation that may assist in the development process.

III. Compensation and Payment Terms

1. Project Fees

The total fee for the software development project is $50,000, which includes all phases of development, testing, deployment, and post-deployment support for 6 months. Additional charges will apply if Client requests changes or features not covered under the scope of this Agreement.

2. Payment Schedule

• Deposit: A non-refundable deposit of $10,000 is due upon signing this Agreement to begin the project.

• Progress Payment 1: $15,000 due upon completion of Phase 2 (Design and Prototyping).

• Progress Payment 2: $15,000 due upon completion of Phase 4 (Testing and Debugging).

• Final Payment: $10,000 due upon final deployment and delivery of the software.

All payments are due within 15 business days of receiving an invoice from Developer. Late payments will incur a 5% per month late fee.

IV. Ownership and Licensing

1. Ownership of Intellectual Property

Upon full payment for the services rendered, Client will own all rights, title, and interest in the developed software, including its source code, documentation, and any associated intellectual property, subject to any third-party software or libraries that may be included. Developer retains the right to use any general concepts, methods, or techniques developed during the course of the project for future work.

2. License Grant

If any third-party software or libraries are incorporated into the software, Developer will provide Client with a non-exclusive, non-transferable license to use the software as part of the final product.

V. Confidentiality

Both parties agree to maintain confidentiality regarding any proprietary information shared during the course of this Agreement, including but not limited to software designs, source code, data, and business strategies. This obligation will remain in effect even after the termination of this Agreement.

VI. Warranty and Support

1. Warranty

Developer warrants that the software will function in accordance with the specifications outlined in the Agreement for a period of 6 months after final deployment. If any bugs or issues arise during this period, Developer will address them at no additional cost to the Client.

2. Post-Deployment Support

Developer will provide post-deployment support for a period of 6 months, which includes bug fixes, updates, and general maintenance. After this period, Client may opt for an extended support contract at an additional cost.

VII. Termination

1. Termination for Convenience

Either party may terminate this Agreement by providing written notice to the other party. In such a case, Client will pay Developer for all work completed up to the date of termination.

2. Termination for Cause

If either party materially breaches any provision of this Agreement and fails to cure the breach within 30 days after receiving written notice of such breach, the non-breaching party may terminate the Agreement.

VIII. Limitation of Liability

Neither party will be liable for indirect, incidental, special, or consequential damages arising from the use or inability to use the software, even if advised of the possibility of such damages. The total liability of either party for any claim under this Agreement shall not exceed the total fees paid by Client to Developer for the project.

IX. Force Majeure

Neither party shall be held liable for any failure to perform due to events beyond their control, including but not limited to natural disasters, acts of government, civil disturbances, or technological failures. In such cases, both parties agree to extend the project timeline as necessary.

X. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Virginia. Any disputes arising from this Agreement will be resolved in the courts located in Virginia Beach, VA.

XI. Miscellaneous Provisions

1. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the software development project and supersedes any previous agreements or communications.

2. Amendments

Any amendments or modifications to this Agreement must be made in writing and signed by both parties.

3. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement will continue in full force and effect.

XII. Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the 15th day of May, 2050.

[Your Company Name]

[Your Name], Lead Software Developer
Date: 15th May, 2050

ZooMoco

Edgar Spencer, Chief Technology Officer
Date: 15th May, 2050

For any inquiries or further information, please contact [Your Name] at [Your Email], or reach out to [Your Company Name] at [Your Company Email].

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