Software development agreement

Extract

[...] Each invoice shall be accompanied by a statement specifying the time spent in providing the Development Work during the period covered by the invoice All charges payable by the Client shall, subject as aforesaid, be paid within days after the receipt by the Client of the Developer's invoice therefore The charges payable under this Agreement are exclusive of Value Added Tax which shall be paid by the Client at the rate and in the manner for the time being prescribed by law 8.Software Support and Enhancement In the event that the Client requires the Developer to support and/or enhance the Software following delivery to the Client, the same shall be performed by the Developer upon its acceptance in writing of the same and upon the terms and conditions of a support agreement agreed between the parties. [...]

[...] Specification" means the detailed specification for the software set out in Schedule 1. 2. [...]

[...] Appointment of the Developer 2.1 The Client hereby agrees to appoint the Developer and the Developer hereby accepts such appointment to carry out the Development Work upon the terms and subject to the conditions of this Agreement The Developer represents and warrants to the Client that by virtue of entering into this Agreement it is not and will not be in breach of any express or implied obligation to any third party binding upon it. 3.Duration 3.1 This appointment shall commence on the Commencement Date and continue until Acceptance of the Software, subject to any continuing obligations as to support and/or enhancement, subject always to prior termination as specified in this Agreement In addition to the provision on termination in this Agreement, the Client shall be entitled to terminate this Agreement forthwith by notice in writing to the Developer given at any time, provided that it pays the Developer for all the Development Work provided up to the date of termination and for all reasonable costs and expenses incurred by the Developer by reason of such early termination. [...]

[...] 4.Duties 4.1 The Developer shall draw up the Specification for the Software in accordance with the Client's requirements as specified in the specification contained in Schedule 1 and shall deliver the same to the Client for approval The Client shall use reasonable endeavours to communicate any amendments it requires to the Specification within 21 days of its delivery Specified Period”) (or redelivery, as the case may be) to the Client In the event that the Client requires amendments to the Specification and communicates the same to the Developer within the Specified Period, the Developer shall amend the Specification accordingly and redeliver the amended Specification to the Client for approval Upon the Client's approval of the Specification, the Developer shall commence the Development Work and perform such other duties in relation to the Development Work as may be agreed from time to time The Developer shall devote to its obligations hereunder such of its time, attention and skill as may be necessary for the proper performance of those obligations While the Developer's method of work is its own, the Developer shall comply with the reasonable requests of the Client and shall use all reasonable endeavours to promote the interests of the Client in relation to the Development Work Developer's Undertakings 5.1 The Developer warrants and undertakes to the Client that: the Developer has the necessary skill and expertise to provide the Development Work on the terms set out in this Agreement and for the avoidance of doubt agrees that the warranty in this sub-clause does not negative or vary its obligations to the Client under the Supply of Goods and Services Act 1982; the Software and Specification will, so far as they do not comprise pre-existing material originating from the Client, its employees, agents or contractors, be original works of authorship and the use or possession thereof by the Client or the Developer will not subject the Client or the Developer to any claim for infringement of any proprietary rights of any third party; the Development Work will be provided in a timely and professional manner and in accordance with Development Timetable reasonably stipulated by the Client, will conform to the standards generally observed in the industry for similar services and will be provided with reasonable skill and care; the Developer will not, without the prior written consent of the Client, accept any commission or gift or other financial benefit or inducement from any supplier or potential supplier of the whole or any part of the Software and will forthwith give the Client details of any such commission, gift, benefit or inducement which may be offered; no announcement or publicity concerning this Agreement or the Development Work or any matter ancillary thereto shall be made by the Developer without the prior written consent of the Client; the Developer has in effect and will maintain in effect during the continuance of this Agreement professional indemnity insurance on the terms set out in Schedule 3 and will not do or omit to do anything whereby such insurance may be vitiated either in whole or in part; the fees to be charged to the Client for the Development Work will be no greater than the lowest rates charged by the Developer from time to time to its other clients requiring similar services Acceptance of the Software Acceptance of the Deliverables"Unless agreed otherwise in the Specification, the Developer shall make available the Software for Acceptance Tests where required by Client. [...]

[...] If no such period is specified then such test will be carried out over a period of [ ]days from the date of delivery of the Software The Acceptance Tests shall be conducted by the Client with the co- operation of the Developer in order to determine whether the Software meets the Acceptance Criteria agreed in writing prior to the commencement of acceptance tests, and all other applicable provisions herein If it is determined pursuant to the Acceptance Tests that the Software meet the requirements of the Acceptance Criteria agreed in writing prior to the commencement of the Acceptance Tests, and all other applicable provisions herein the Client shall promptly notify the Developer in writing of its acceptance thereof If it is determined pursuant to the Acceptance Tests that the Software, or any of them, do not meet the requirements of the Acceptance Criteria agreed in writing prior to the commencement of the Acceptance Tests, and all other provisions herein, the Client shall in its discretion extend the acceptance testing period by a period of [ ]days (or such other period as the Client may determine during which the Developer shall correct the faults which caused the Acceptance Tests to be recorded as unsuccessful and the Acceptance Tests shall be re-performed If after the Client has extended the Acceptance Tests period pursuant to clause the relevant Acceptance Tests have not been recorded as successful by the end of that period, the Client shall have the right, without prejudice to its other rights and remedies to do the following: to accept such part of the Software as the Client may decide and pay a pro-rated charge in respect of the accepted Software or such other charge, as may be agreed between the parties; or terminate this Agreement immediately If the Client exercises its right to terminate under clause the Client shall be entitled to a full refund of sums paid under Schedule clause 1.1 7.Fees and Payment 7.1 The Client shall pay the Developer for the time properly spent on the Development Work after Acceptance of the Software at the charge- out rates specified in Schedule The charge-out rates of any new Development Work under an amended Specification which the Developer wishes to use from time to time shall be agreed in writing with the Client, such agreement not to be unreasonably withheld or delayed The Developer shall be entitled at any time and from time to time to vary any or all of such charge-out rates to accord with its or its permitted sub-contractors' standard scale rates in force from time to time, provided that no such variation shall have effect unless and until written notice thereof is given to the Client and agreed in writing by the Client The Developer shall maintain full and accurate records of the time spent in providing the Development Work and shall produce such records to the Client for inspection at all reasonable times on request The Developer shall render monthly itemised invoices to the Client in respect of the said charges and shall show any Value Added Tax separately on such invoices. [...]