Professional Practice

Assignment 02
Submitted to Mam Sumaira
Submitted by
Hafsa Farooqi 051
Hina Batool 077
Table of Contents
1. WHEREAS....................................................................................................................................3
1.1. WHEREAS............................................................................................................................3
1.2. WHEREAS:...........................................................................................................................3
1.3. WHEREAS:...........................................................................................................................3
1.4. WHEREAS:...........................................................................................................................3
2. DEFINITIONS..............................................................................................................................3
3. SCOPE OF AGREEMENT...........................................................................................................4
4. TERMS AND CONDITIONS.......................................................................................................4
4.1 DEVELOPMENT OF THE PRODUCT......................................................................................4
4.2 CHANGE ORDERS..............................................................................................................4
4.3 SUPPORT AND MAINTENANCE......................................................................................4
4.4 CLIENT.................................................................................................................................4
4.5 DEVELOPER’S RESPONSIBILITIES.................................................................................5
5. EXIBHIT A: (DEVELOPER SPECIFICATION)..........................................................................6
6. EXIBHIT B: (CLIENTS SPECIFICATION).................................................................................7
7. EXPENSES AND TAXES............................................................................................................7
7.1 TAXES:.................................................................................................................................7
7.2 EXPENSES:..........................................................................................................................8
8. OWNERSHIP OF SOFTWARE....................................................................................................8
9. CONFIDENTIALITY...................................................................................................................8
10. GOVERNING LAW..................................................................................................................8
11. SEVERABILITY.......................................................................................................................8
12. PAYMENT................................................................................................................................9
13. THIRD PARTY LICENSES:.....................................................................................................9
14. TERMS AND TERMINATION................................................................................................9
 Software Development Agreement
THIS Software Development Agreement ("Agreement") is made effective the 10th day of May 2022
by and between DEVELOPER COMPANY that is Globex Software Development Company
booking a company registered in Pakistan having its registered office in Islamabad at Pakistan,
(“DEVELOPER”), and CLIENT COMPANY that is Trainman- Train Ticket booking also located
at Pakistan ("Client").

1. WHEREAS: Globex Software Development company that provides services of Web

Development, E-Marketing, Graphic Designing, Computer Networking, Software Development,
and Data Recovery.
1.1. WHEREAS: Trainman- Train Ticket booking provides services of giving travel plans, Booking
Train Ticket, Predict Confirmations, Check Status and Get Refunds.
1.2. WHEREAS: Client company desire to have WEBSITE developed by developer company which
manage all of its services online through website, provide online customer support and
1.3. WHEREAS: Developer represents that it has an expertise to develop the website of Trainman-
Train Ticket booking which completely functions as it works as manually, and
1.4. WHEREAS: Developer desires to develop website for a client upon the terms and conditions
hereinafter set forth.

NOW, THEREFORE, it is mutually agreed as follows:

2. DEFINITIONS
As used throughout this agreement, the following shall have the meanings below unless otherwise
indicated:

1. The term “Agreement” means the terms and conditions for both sides i.e. Client and Developer;
any documents made part of this agreement, including any written amendments, which have
been signed by the Authorized Signatories of all parties.
2. The term “Client” means “Trainman- Train Ticket Booking”, as well as its employees, directors,
successors and assigns, existing now and created in the future.
3. The term “Developer” means “Globex Software Development Company”, as well as its
employees, directors, successors and assigns, existing now and created in the future.
4. The term “Developer Personnel” means any and all Developer Employees, agents, and Sub-
developers supplied by Developer to perform services for Client and in no event or for any
purpose these persons be considered employees of Client.
5. “Project” means any project for the development and delivery of Custom Software under this
Agreement pursuant to one or more Delivery Orders.
 6. The term “Work” means the tasks, performance, report and services performed by Developer for
the Client, at Client’s request.

3. SCOPE OF AGREEMENT
From time to time, Client may request and Developer may provide Developer Personnel to perform
work. This Agreement establishes standard terms and conditions that will apply to such work
performed by developer for client.

4. TERMS AND CONDITIONS

4.1 DEVELOPMENT OF THE PRODUCT

Client hereby retains DEVELOPER to design and develop, and DEVELOPER hereby agrees to
design and develop the Product in accordance with

(i) the project outline set forth on the Scope of Work (Exhibit A) and/or
(ii) the Product Specifications (Exhibit B) developed jointly by Client and DEVELOPER.

The parties shall work together in a joint effort to accomplish the tasks and objectives set forth in the
Product Specifications. DEVELOPER shall be responsible for delivering and performing only those
professional services specifically identified in the Product Specifications. Any modifications to the
Product Specifications shall be pursuant to the Change Order process set forth below.

4.2 CHANGE ORDERS

Client shall give a thorough change order in writing if any adjustments to the Product Specifications
or a deliverable are desired. This can be delivered via email, certified letter, or DEVELOPER-
provided technology and/or tools. If the terms of this Agreement and a Change Order conflict, the
terms of this Agreement will take precedence.

4.3 SUPPORT AND MAINTENANCE

Any support and maintenance services, as well as any updates, versions, or new releases, must be
arranged separately between the developer and the client. Developer shall not use any third party
intellectual property in the product without client written consent, and developer shall have
maintenance and support rights and obligations for any third party products and equipment that are
used in the product and are available through the respective vendors.

4.4 CLIENT RESPONSIBILITIES

Client commits to accomplish all responsibilities allocated to them as specified in this Agreement, the
Product Specifications, or a change, and to assist and cooperate with Developer in order for the
product to be completed on time and efficiently. Client’s failure to fulfill its duties and time schedules
set forth in the system specifications, Change Order, or this agreement causes Developer’s inability to
meet its responsibilities and time schedules.

1. All of DEVELOPER’S time frames, milestones, and/or deadlines shall be extended by the
product of the number of days of clients failure multiplied by two (2) in the event of such failure
or delay by client.
2. Client shall continue to make timely payment to DEVELOPER as set forth in this agreement, the
product Specifications, and any change Order(s) as if all time frames, schedules, or deadlines had
been completed by DEVELOPER. Client shall be responsible for making, at its own expense,
any changes or additions to Client’s current systems, software, and hardware that may be
requires supporting operation of the Product. Unless otherwise contracted with DEVELOPER or
reflected in a Change Order, Client shall be responsible for initially populating and then
maintaining any database on the Product as well as providing all content for the product. With
the execution of a Change Order especially asking DEVELOPER to assesses the Client’s
systems, software and hardware from time to time.
4.5 DEVELOPER’S RESPONSIBILITIES
1. Best Efforts

Developer shall devote its best efforts, attention, knowledge and skill to the performance of this
agreement. Without modification of any obligation of developer under this Agreement, Developer
will provide day to day management and supervision of the work, including without limitation
determining in its reasonable discretion the time, scheduling, manner, method and place of
performance of work.

2. Status of Developer personnel

Developer is responsible for all employee related applicable to Developer personnel performing Work
under this Agreement, Client shall not be obligated to provide Developer Personnel with employee
benefits of any type.

3. Compliance with laws

Developer shall perform the Work in accordance with all applicable federal, state/provincial and local
statuses, laws and regulations, and further in accordance with the conditions with all the applicable
permits and licenses. Developer agrees that it will not assign to perform Work any individual who is
an unauthorized alien. In the event, any Developer Personnel performing Work are discovered to be
unauthorized aliens, Developer will immediately remove such individuals from performing Work and
replace such individuals with individuals who are not unauthorized aliens.
 4. Compliance with specifications

Developer shall perform the Work with: (A) the specifications and other requirements contained in
this Agreement, including without in any applicable Statement of Work, and (B) all applicable
professional standards.

5. Use of Employees

Developer shall use only its employees of an Approved Sub-developer (“Developer Personnel” in the
aggregate”) to perform any work under this Agreement, notwithstanding the approval by Client to any
such subcontracting. Developer shall in any event and all the times remain liable for performance of
the Work by all Developer Personnel in conformity with the terms and conditions of this Agreement.

6. Approval of Sub-developers

Developer shall not employ Sub-developer personnel on the Work before obtaining Client’s approval
for such Sub-developer. Such approval shall be in writing and shall be required for all tiers of Sub-
developers. Once approval has been obtained, such Sub-Developer shall be deemed an “Approved
Sub-developer.”

7. Access and Cooperation

Developers shall provide Client’s representatives with access to any Work in progress. Developer and
Developer Personnel should fully cooperate with any other developer performing similar or related
work or services for client.

8. Access to work in progress

Developer shall provide clients Technical Coordinator with access to any work in progress.

5. EXIBHIT A: (DEVELOPER SPECIFICATION)

1. The entire website will be ready in a year.

2. After completing one milestone, the customer must pay the developer.
3. For milestone validation, the customer's engagement must be on a set/determined
schedule.
4. For modification/maintenance (CHANGE ORDERS), the client must submit a
written change order.
5. Trainman- Train Ticket Booking is the software's owner.
6. The parties agree not to make one other's proprietary or confidential information
public in any way or to use each other's information in any way.
7. This software is developed according to the laws of the State
 8. Project may be terminated between both parties if:
a. If one party fails to perform any major obligation owed to the other under this
Agreement, this Agreement may be terminated if the default is not corrected after at
least 40 days written notice to the defaulting party.
b. Either party is bankrupt or insolvent, or bankruptcy or insolvency proceedings have
been filed against a party and have not been dismissed within 40 days of the filing.
c. The developer passes away or becomes disabled.
6. EXIBHIT B: (CLIENTS SPECIFICATION)
1. The Trainman- Train Ticket Booking website provides services of giving travel plans,
Booking Train Ticket, Predict Confirmations, Check Status and Get Refunds.
2. Do not use copyrighted content
3. Trainman- Train Ticket Booking is the software's owner.
4. Project may be terminated between both parties if:
5. a. If one party fails to perform any major obligation owed to the other under this Agreement,
this Agreement may be terminated if the default is not corrected after at least 45 days written
notice to the defaulting party.
b. Either party is bankrupt or insolvent, or bankruptcy or insolvency proceedings have been
filed against a party and have not been dismissed within 40 days of the filing.
c. The developer passes away or becomes disabled.
6. Payment transfer into account on time
7. Throughout the project we show our involvement for its validation

7. EXPENSES AND TAXES

7.1 TAXES: Client shall pay, reimburse, and/or hold DEVELOPER harmless for all sales, use,
transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national,
state, or local, however designated except income taxes, which are levied or imposed by reason of
the performance of the professional services under this Agreement or by use of the Product,
except income taxes.
7.2 EXPENSES: Client shall reimburse DEVELOPER for reasonable out-of-pocket travel expenses
(collectively, "Expenses"), including transportation, lodging, mileage, and meals incurred in
rendering DEVELOPER's professional services. DEVELOPER shall obtain Client's prior written
authorization before incurring any individual expense. All Expenses not paid directly by Client
shall be paid within fifteen (15) days of receipt of DEVELOPER's invoice. All Expense
reimbursements shall be made at DEVELOPER's direct out-of-pocket costs, without any markup
for overhead, administrative costs, or otherwise.

8. OWNERSHIP OF SOFTWARE
Developer acknowledges that the development of the Software is "work for hire" under the Copyright
Act of 1976, as modified from time to time, and that the Software is solely owned by Buyer. The
client unconditionally warrants and guarantees that any text, graphics, photos, design, trademarks, or
other art work furnished to DEVELOPER and/or its assigns for inclusion in the product is either
owned by the CLIENT or that the CLIENT has permission from the rightful owner to use each of
these elements, and that the CLIENT will hold harmless, protect, indemnify, and defend
DEVELOPER. Its assigns and sub-contractors from any liability arising from the use of such
elements given by the customer, including any claim or litigation threatened or actual.

9. CONFIDENTIALITY

The parties undertake to treat each other's proprietary or sensitive information with strict
confidentiality. The parties agree not to make each other's proprietary or confidential information
public in any way or to use each other's information in any way. The parties agree that the non-
disclosing party may be entitled to equitable redress if the other party uses or discloses the
information in a way that is not specifically permitted by this Agreement. DEVELOPER and client
understand and agree that their confidentiality obligations with respect to proprietary or sensitive
information shall continue in effect for a total of two (2) years from the EFFECTIVE date, regardless
of whether this agreement is cancelled or expires.

10. GOVERNING LAW

This Agreement shall be construed and enforced according to the laws of the State and any dispute
under this Agreement must be brought in this venue and no other.

11. SEVERABILITY

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or

unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and
effect as if such invalid or unenforceable term had never been included.

12. PAYMENT

Customer shall pay all undisputed invoices within forty-five (40) days of the receipt of such invoice.
All amounts due which are not in dispute and remain unpaid forty-five (40) days or more from the due
date are subject to a monthly interest charge equal to one percent (1%) per month on the outstanding
balance, provided such amount shall not exceed the maximum amount allowed by law. All payments
made to DEVELOPER under this AGREEMENYT shall be in PAKISTANI CURRENCY in the form
of Company Check or Cashier’s check.
13. THIRD PARTY LICENSES:

Client must acquire any appropriate third party licenses for any third party products that
DEVELOPER needs to design and build the Product in addition to any other fees set forth in this
Agreement. Server-side software, clip art, "back-end" applications, music, stock pictures, or any other
copyrighted material that DEVELOPER feels necessary to purchase on behalf of Client in order to
create and develop the Product are examples of third-party products. DEVELOPER shall seek Client's
prior written authorization before adding any such third party product into the Product if the cost of
such third party product exceeds $250.00 per product (or $3000.00 in total). DEVELOPER will offer
a list of all third-party products to Client upon launch of product.

14. TERMS AND TERMINATION

 This Agreement shall begin upon today’s date and continue until all of the obligations of
the parties have been performed or until earlier terminated as provided herein.
 This Agreement shall terminate upon the occurrence of any of the following events:
1. In the event either party defaults in any material obligation owed to the other party pursuant
to this Agreement, then this Agreement may be terminated if the default is not cured
following at least forty five (40) days written notice to the defaulting party.
2. Either party is bankrupt or insolvent, or bankruptcy or insolvency proceedings are instituted
against a party and the proceeding is not dismissed within forty five (40) days after
commencement.
3. Developer dies or becomes disabled.

IN WITNESS WHEREOF, DEVELOPER and Client have executed this agreement effective as of
date and year first written above.

For DEVELOPER COMPANY

Witness 1

Director

For Client Company

Witness 2

Trainman-Train Ticket Booking