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1APPLICATION DEVELOPMENT AGREEMENT

This Application Development Agreement ("Agreement") is entered into on ______, 2009, by and between Avenuesocial, Inc., having its principal place of business at 44288 Fremont Boulevard, Fremont, California 94538 (Developer), and __________________ (an individual residing at/having its principal place of business at)________________________ ("Customer"). WITNESSETH: WHEREAS, Customer is desirous of retaining Developer to develop a Facebook application, as described in this Agreement; and WHEREAS, Developer desires to develop a Facebook application in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, Customer and Developer hereby agree as follows: 1. TERM

The term of this Agreement shall commence on the date set forth above, and continue until completion of the services provided for in this Agreement or termination pursuant to Sections 2 or 3. 2. TERMINATION

a. In General. This Agreement may be terminated by either party upon written notice if the other party breaches any material term or condition of the Agreement and such breach remains uncorrected for ten (10) days following written notice from the non-breaching party specifying the breach. b. Failure to Pay. Developer may terminate this Agreement immediately upon notice to Customer at any time that Customer fails to deliver payment within three (3) days of the date set for such payment by the parties. Developer shall retain all work product until full payment by Customer for all services rendered at the time of terminationby Developer is made by Customer. Customer shall pay for all work performed by Developer at the time of termination of this Agreement, in accordance with the schedules set forth in Exhibit A and Exhibit A-___, attached hereto. c. Obligations Upon Termination. Upon termination of this Agreement for any reason, the parties shall have no further obligations pursuant to the terms of the Agreement except as set forth in Sections 7, 8, 9, 18 and 20.

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d. Customer Termination. Customer may terminate this Agreement upon notice to Developer. Developer shall retain all work product until full payment by Customer for all services rendered at the time of termination. Customer shall pay for all work performed by Developer at the time of termination of this Agreement, in accordance with the schedules set forth in Exhibit A and Exhibit A-____, attached hereto. 3. SERVICES

a. In General. In consideration of the fees described in Section 4 of this Agreement, Developer will develop the Facebook application as fully described in this Agreement (hereinafter referred to as Web Application.) b. Work Plan. Developer will prepare a Work Plan for Customer which will include the following: (a) (b) (c) (d) compensation. Developer shall deliver the Work Plan to Customer with this Agreement. Customer shall have five (5) days thereafter in which to accept or reject the Work Plan in writing. If Customer rejects the Work Plan, Customer shall specify in writing its grounds for rejection and Developer shall use its best efforts to provide a revised Work Plan acceptable to Customer within the following five (5) days. If Customer rejects the revised Work Plan, Customer shall have the option of repeating the procedure in this Section 3.b, or terminating this Agreement upon written notice to Developer. Upon acceptance of the Work Plan by Customer, it will be attached as Exhibit A to this Agreement and shall be incorporated into this Agreement. Developer shall commence development of the Web Application in conformity to the Work Plan. c. Acceptance. Developer shall deliver the completed Web Application to Customer according to the Work Plan. Customer shall have ten (10) days thereafter in which to inspect, test, and evaluate the Web Application to determine whether it satisfies the acceptance criteria set forth in the Work Plan. If the Web Application does not satisfy the acceptance criteria, Customer shall give Developer written notice stating why the Web Application is unacceptable. Developer shall have ten (10) days from the receipt of such notice to correct the deficiencies. Customer shall then have ten (10) days to inspect, test and reevaluate the Web Application. Customer shall not unreasonably refuse to accept the Web Application. The specifications for the Web Application; A listing of all items to be delivered to Customer (the "Deliverables"); A schedule containing a delivery date for each Deliverable; and A schedule setting forth the amount and timing of Developer's

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d. Limited Support. During the Acceptance period and for ten (10) days thereafter, Developer shall provide Customer limited e-mail and/or phone support for issues involving access, alterations, and maintenance of the Web Application using third party software and/or technology purchased by Customer. Developer is not responsible for providing third party software and/or technology to Customer. 4. CHANGE OF SCOPE

At any time during the term of this Agreement, should Customer desire Developer to provide any additional services in the form of a modification of or a change to the Work Plan, Developer and Customer shall comply with the following: a. Submission of Request. Customer shall submit to Developer in writing all requests by Customer for any such additional services which alter, amend, enhance, add to, or delete from the Work Plan and/or time and/or place of performance (hereinafter referred to as "Modification/Change Request" or "Request"). b. Acceptance Procedure. Developer will evaluate such Modification/Change Request at no additional charge to Customer as soon as possible but not later than ten (10) working days following Developer's receipt of the Request. Developer's written response shall include a statement of the availability of Developer's personnel and resources, the impact, if any, on the completion date and the change in costs, if any. Developer in its sole discretion may refuse to accept the Modification/Change Request. Developer shall submit to a Revised Work Plan and shall include the following: (a) (b) "Deliverables"); (c) (d) compensation. Should Customer elect to authorize the Revised Work Plan, Customer will, as soon as possible but not later than ten (10) working days, authorize Developer to perform the requested Modification/Change Request by returning a duly authorized copy of the Request to Developer. c. Performance. Upon such authorization by Customer of the Modification/Change Request, Developer will commence performance in accordance with such Request immediately. Developer shall not be obligated to perform any additional services in advance of written Updated specifications for the Web Application; Updated listing of old and new items to be delivered to Customer (the Updated schedule containing a delivery date for each Deliverable; and Updated schedule setting forth the amount and timing of Developer's

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authorization from Customer. In the event that Developer commits resources to the performance of a Modification/Change Request without such prior written authorization, it shall be presumed that performance of such Modification/Change Request will have no effect on the completion date. d. Binding Agreement. For the purposes of this Agreement, each Revised Work Plan authorized in writing by Customer and agreed to by Developer shall be deemed incorporated into and part of this Agreement as Exhibit A-___ (_____ constituting the number of the revision) and each such Revised Work Plan shall constitute a formal amendment to this Agreement adjusting fees and completion date as finally agreed upon for each authorized Revised Work Plan. In no event shall the Work Plan be deemed altered, amended, enhanced, or otherwise modified except through written authorization and acceptance by Customer and Developer of a Revised Work Plan, all in accordance with this Section 4. 5. NON-EXCLUSIVE AGREEMENT & CONFIDENTIALITY

a. Non-Exclusivity. Customer acknowledges that Developer may be and could be performing services for businesses other than Customer including, without limitation, other computer software companies. This Agreement shall not prohibit Developer from representing or performing programming services for such other businesses. b. Confidentiality. Each party acknowledges that it will receive confidential information and trade secrets ("Confidential Information") from the other party in the course of developing the Web Application. The Confidential Information shall be deemed to include all the information one party receives from the other, except anything designated as not confidential. For example, business affairs, vendors, finances, properties, methods of operation, computer programs, employees, documentation, and other such information whether written, oral, or otherwise, is confidential in nature. Each party agrees to maintain the secrecy of the other party's Confidential Information and agrees not to use it except in developing the Web Application and not to disclose it to anyone outside Developer or Customer or anyone within Developer or Customer who does not have a need to know it to perform under this Agreement. "Confidential Information" shall not include any information which is publicly available at the time of disclosure or subsequently becomes publicly available through no fault of the recipient party or is rightfully acquired by the recipient party from a third party who is not in breach of an agreement to keep such information confidential. 6. DELIVERABLES AND NON-EXLUSIVE LICENSE

a. Deliverables. Developer agrees that upon completion of this Agreement or full payment for work performed after termination of this Agreement, one copy of the Web Application, including source code, object code and technical documentation, shall be delivered to Customer. b. Ownership and Nonexclusive License. Full and exclusive rights in the underlying source code and object code of Web Application, including any and all related letters patent,

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trademarks, copyrights, trade secrets, and any other proprietary rights which Developer possesses shall remain with Developer. Nothing herein s conveys an ownership interest in the Web Application to Customer. Further, nNothing herein shall prevent Developer from using all or a portion of the source code or object code used in the development of the Web Application in any other project for any third party. Upon Customers full and complete compliance with all the provisions of this Agreement, Developer shall grants Customer a non-exclusive, perpetual, nontransferable, worldwide, limited license solely to use, display, and/or perform the Web Application. Developer retains all rights in the Web Application that are not expressly granted to Customer. c. Developer's Proprietary Software Programs. Notwithstanding the provisions of Subsections 8.a and 8.b above, it is understood and agreed that Developer may in its sole discretion use its proprietary software programs in developing the Web Application. If Developer uses any such proprietary software programs and so notifies Customer, Customer shall not market or in any way use such software programs as independent "stand-alone" programs without the express written consent of Developer, and Customer shall not acquire any proprietary rights to such programs. 7. REPRESENTATIONS AND WARRANTIES

(a) Warranty of Web Application Performance: Developer, represents and warrants that, for thirty (30) days following acceptance of the Web Application by Customer, the Web Application will be free from programming errors and defects in workmanship and materials, and will conform to the specifications in the Work Plan. If programming errors or other defects are discovered during the warranty period, Developer shall promptly remedy them at its expense. (b) Warranty of Title: Developer represents and warrants that he owns and has the complete right to license, convey title without any encumbrances to the Web Application and Deliverables covered by this Agreement. Developer further represents and warrants that he has obtained all required registrations, permissions and consents from all third parties necessary to deliver the Web Application, Background Technology and Deliverables. Developer shall not grant any rights or licenses to any intellectual property or technology that would conflict with its obligations or Developers rights under this Agreement. (c) Warranty Against Disablement: Developer expressly represents and warrants that no portion of the Web Application contains or will contain any protection feature designed to prevent its use. This includes, without limitation, any computer virus, worm, software lock, drop dead device, Trojan horse routine, trap door, time bomb or any other codes or instructions that may be used to access, modify, delete, damage or disable the Web Application or computer system. (d) Warranty of Compatibility: Developer, Inc represents and warrants that the Web Application shall be compatible with Customer's hardware and software as set forth in the specifications in the Work Plan. Special hardware issues that are not explicitly conveyed in the Work Plan and display a lack of compatibility will NOT be Developers responsibility and

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Customer may submit a Revised Work Plan as described in Section 4. (e) Warranty Against Intellectual Property Infringement: Developer represents and warrants that the Web Application and Deliverables shall not infringe on the trademark, copyright, patent, trade secrets or any other rights of any third party. To the extent the Web Application or the Deliverables infringe upon the rights of any third party, Developer shall obtain a license or consent from such third party permitting the use of the Web Application and Deliverables. 8. INDEPENDENT CONTRACTOR

Developer is and shall at all times be an independent contractor and shall not be deemed an employee or agent of Customer. Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture between the parties. 9. OTHER AGREEMENTS

This Agreement, including Exhibit A, and any revised Exhibit A-____, contains the complete agreement between the parties and shall, as of the effective date hereof, supersede all other agreements between the parties relating to the development of the System. The parties stipulate that neither of them has made any representation with respect to the subject matter of this Agreement or the execution and delivery hereof except such representations as are specifically set forth herein. Each of the parties hereto acknowledges that they have relied on their own judgment in entering into this Agreement. 10. MODIFICATION OF AGREEMENT

No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by both parties, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties hereto arising out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed both parties. The parties further agree that the provisions of this Section may not be waived except as herein set forth. 11. FORBEARANCE - NO WAIVER

Forbearance or neglect on the part of either party to insist upon strict compliance with the terms of this Agreement shall not be construed as or constitute a waiver thereof. 12. CHOICE OF LAW

It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings hereunder be construed in accordance with and under and pursuant to the laws of the State of California.

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13.

VENUE

The parties agree that any action or proceeding arising from or relating to this Agreement may only be brought in a federal court in the Northern District of California, San Jose Division or in state court in Santa Clara County, California. 14. AGREEMENT BINDING ON SUCCESSORS

This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the respective parties. 15. ASSIGNMENT RESTRICTED

Customer may not assign this Agreement in whole or in part without the written consent of Developer. 16. FAILURE TO PERFORM

Developer shall not be liable for any delay in performance due to force majeure, including strikes, accidents, acts of God, or other delays beyond the control of Developer. If timely completion of the Web Application is prevented by any cause of force majeure, or any act of Customer, then such failure or delay shall not constitute default. 17. LIMITED SYSTEM WARRANTY

a. In General. Developer warrants that the Web Application will be performed in a workmanlike manner and that for a period of thirty (30) days following Customer's acceptance of the Web Application, the Web Application will perform according to the technical Work Plan or Revised Work Plan (if any) agreed upon by Developer and Customer. Developer will repair or replace the Web Application during thirty ninety days as soon as possible after Customer informs Developer of any breach of this warranty. b. Exclusions. This warranty excludes any claims based on defects in the Web Application caused by Customer, other parties beyond the control of Developer, or the hardware. EXCEPT AS PROVIDED IN SUBSECTION 17.a ABOVE, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THIS AGREEMENT, THE WEB APPLICATION. 18. DEFAMATION

Customer shall not defame, slander, libel, misrepresent, or otherwise tarnish or violate Developers reputation. If Developer brings a legal action for the enforcement of this paragraph,

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or because of an alleged dispute, breach, default, or misrepresentation in connection with this paragraph, Developer shall be entitled to recover attorneys fees and costs incurred in that action, in addition to any other relief to which Developer may be entitled. 19. NONREFUNDABLE DEPOSIT

Customer shall submit a NONREFUNDABLE deposit in the amount of $__________, to Developer with an executed copy of this Agreement. 20. ATTORNEYS FEES AND COSTS

If Developer brings a legal action for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, Developer shall be entitled to recover reasonable attorneys fees and other costs incurred in that action, in addition to any other relief to which Developer may be entitled. IN WITNESS WHEREOF, Customer and Developer have executed this Software Development Agreement to be effective on the date first above written.

DEVELOPER Avenuesocial, Inc. By:__________________________________ Dated: 2009 , 2009

CUSTOMER Name:______________________________ By: ________________________________ Dated: ,

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EXHIBIT A WORK PLAN A. Specifications for the Web Application

B/C.

Listing of all items to be delivered to Customer (Deliverables); with Schedule setting forth Developers Compensation; and Delivery Dates for each DeliverableDelivery Date for Each Deliverable Compensation Delivery Date

Deliverables

D.

Schedule setting forth the amount and timing of Developer's compensation

DEVELOPER Avenuesocial, Inc. By:__________________________________ Dated: 2009 , 2009

CUSTOMER Name:______________________________ By: ________________________________ Dated: ,

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EXHIBIT A-

REVISED WORK PLAN A. Updated Specifications for the Web Application

B.

Listing of all items to be delivered to Customer (Deliverables); Schedule setting forth Developers Compensation; and Delivery Dates for each Deliverable Compensation Delivery Date

Deliverables

DEVELOPER Avenuesocial, Inc. By:__________________________________ Dated: 2009 , 2009

CUSTOMER Name:______________________________ By: ________________________________ Dated: ,

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