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SOFTWARE DEVELOPMENT AGREEMENT

This SOFTWARE DEVELOPMENT AGREEMENT (hereinafter “this Agreement”) is


entered into between ENKARTO, INC. of address 651 N Broad St, Suite 201, Middletown,
19709, New Castle, Delaware (hereinafter ‘Enkarto”) and ____________ of address
[ADDRESS] (hereinafter ‘the Client”) on [DATE] (hereinafter “effective date”).

WHEREAS, the Client obtained custom-made AI software from Enkarto (the “Software”), and
now intends to have Enkarto further develop the said Software.

NOW, THEREFORE, in consideration of the mutual covenants and promises made by the
parties to this Software Development Agreement, Enkarto, and the Client (individually, each a
“Party” and collectively, the “Parties”) covenant and agree as follows:

1. PURPOSE AND AUTHORIZATION

1.1 Accordingly, the Client is engaging Enkarto for the purpose of developing and/or
improving the Software.

1.2 The Client authorizes Enkarto to access any relevant account and authorizes the web
hosting service to provide Enkarto with "write permission" for the Client's web space.

1.3 The Client acknowledges that they, upon receiving the developed software, shall display
the words "Provided by Enkarto" on their website, with a link to Enkarto’s website.

2. CONTENT

2.1. Unless Enkarto is assigned by the Client to develop/create all content for the
Software, the Client agrees to provide Enkarto all content for the Software such as text,
images, video and sound in an electronic format.

2.2. Where applicable, the Client understands that Enkarto may choose not to begin any
customization on the custom web application/solution until all relevant content is
received.

4. WEB HOSTING

4.1. Unless Enkarto is assigned by the Client to procure and manage all web hosting setup
for the Software, the Client understands that any web hosting services require a separate
contract with a web hosting service.

4.2. The Client agrees to select a web hosting service, which allows Enkarto full access to
the Software.

4.3. The Client understands that certain features may need to be activated and/or
purchased from the web hosting service for the Software to function properly.

4.4. The Enkarto will work with the Client to ensure the correct hosting features are
installed on the hosting server. If needed, Enkarto can also provide a list of web host
providers who support the technology required for the Client's website.

5. WARRANTIES AND INDEMNIFICATION

5.1. As part of the development, Enkarto will test the Software functionality prior to
delivery to the Client.

5.2. Enkarto represents and warrants that it will maintain a team of skilled professionals
who will give their best services under this Agreement.

5.3. If any provision of this agreement shall be held by any competent court to be unlawful,
void or for any reason unenforceable, then that provision shall be deemed severable from
this agreement and shall not affect the validity and enforceability of any remaining
provisions.

5.4. This Agreement shall be deemed made and accepted in and governed by the laws of
Delaware, United States of America.

6. COPYRIGHTS AND TRADEMARKS

6.1. Unauthorized use of Client’s Content may infringe copyright, trademark, and other
laws. Accordingly, Enkarto has no rights in or to the Content, and Enkarto will not take
and/or use the Content except as allowed under this Agreement. No other use is allowed
without prior written consent from the Client.

6.2. Enkarto must recollect all copyright and other proprietary notices contained in the
original Content on any copy Enkarto makes of the Content.

6.3. Enkarto shall not modify or transfer any copyrighted content in any way for any public
or commercial purpose.

7. THIRD PARTY TOOLS & TEMPLATES

7.1. Enkarto may use a 3rd party website/platform/tools or templates to develop the
Software for the Client.

7.2. These tools and/or templates are owned by their respective third party providers and
Enkarto acknowledges that it shall indemnify the Client and hold the Client harmless for
any of Enkarto’s violation of the said third parties intellectual property rights.

8. CONFIDENTIALITY

The terms, conditions, and schedules of this Agreement shall remain confidential between
Enkarto and the Client, their respective agents, employees and consultants, and either party
shall not provide a copy of the Agreement, or disclose the terms thereof, to any third party
without the prior written consent of the other party.

9. SCOPE OF WORK/SCHEDULE

9.1. The development work to be carried out by Enkarto is defined in advance together with
the client and recorded in writing, as well as a rough estimate of the time required for the
work.

9.2. Enkarto is obliged to track the time actually required for development and will inform
Client if deviations from previously made estimates occur or are foreseeable.

9.3. Enkarto will provide status updates to the client on a regular basis, typically once a
month, earlier if a major feature, functionality or milestone is completed.

10. INTELLECTUAL PROPERTY

The Parties to this Agreement acknowledge and agree that the Client will own and hold ALL
interest in and to the intellectual property rights that refers to parts of the solutions that have
been specifically developed for the Client. Enkarto agrees not to claim any such ownership in
the Software’s intellectual property at any time prior to or after the completion of the
development and delivery of the Software to the Client.

11. PAYMENT

Client shall pay Enkarto $1,600 each month for 46 hours of development work. Enkarto may
increase the prices at any time, in its discretion, in accordance to consumer price index.

12. REFERENCE
12.1. The Client acknowledges that they shall display the words “Provided by Enkarto” on their
website, with a link to Enkarto’s website for the duration of the contract.

12.2. The Client acknowledges that Enkarto may use the Client as a Reference on their website at
all times.

13. TERM.

The Agreement shall begin on the effective date and shall continue for one (1) year until
terminated as herein provided.

14. TERMINATION

Either party may terminate this agreement. In the event the agreement is terminated, the party
who cancels the agreement shall pay any and all outstanding amounts to the other party.

15. DISPUTE RESOLUTION

15.1. Part of Enkarto’s policy is to resolve grievances internally through an informal


consultation process. Should the Client at any time need to discuss any matter, the Client is
encouraged to report any complaints immediately to Enkarto.

15.2. In the event the parties fail to settle any dispute via the aforesaid informal process, the
parties shall resort to the courts. Accordingly, the Courts situated in Delaware, United States
of America shall have exclusive jurisdiction and venue to hear all disputes arising out of or
related to this Agreement.

In Witness Whereof, this Agreement is duly executed by the parties or their duly authorized
representatives as set forth below:

__________________________________ ______________________ ___________________


On behalf of Client Signature Date

__________________________________ ______________________ ____________________


On behalf of Client Signature Date

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