The Contract

1. Introduction


This is a contract between Perfect Paradigm Software & Solutions Private Limited, hereafter referred to as Perfect Paradigm, and [Client] to lay down the terms and conditions for customised software development to be undertaken by Perfect Paradigm for [Client].

 

2. Definitions
1. "Supporting documentation" shall mean information that describes the format, organization, and content of machine-readable diskettes under the terms of this contract.
2. "Manual" shall mean an instruction manual designed to teach an inexperienced user how to operate the Program.
3. "Section" shall mean a part of this agreement that is preceded by a Roman numeral.
4. "Clause" shall mean a subpart of this agreement that is preceded by an uppercase Arabic letter.
5. Program" shall mean the computer software program and modules developed.

 

3. Items Provided by Perfect Paradigm
1. Perfect Paradigm shall furnish [Client] with new developed programs/ modules/objects (and source code) that form the project according to the specifications received from [Client]and attached hereto. These programs / objects will be developed in the programming platform suggested in the specifications.
2. The effort required for this particular phase of the project shall be [ ] man-days of effort.

 

4. Delivery Schedule
1. Perfect Paradigm shall deliver to [Client] all items to be furnished under Section III of this agreement according to the Delivery Schedule specified in the specifications. The mode of delivery shall be via Internet transmission.
2. Change Management Procedure: A change identified at any stage of the assignment which requires the deliverable under development to deviate from the then current baseline will be conveyed in the form of a Change Procedure Document. This may originate from [Client] or Perfect Paradigm. The request for change shall then be assessed by Perfect Paradigm to evaluate its impact on feasibility, time schedules and cost. Perfect Paradigm shall present this assessment to [Client] for approval. Perfect Paradigm shall incorporate the change(s) after receiving approval from [Client]. In case of delay in approval from [Client], the baseline itself may undergo a change: this would mean reassessment of the changes, time schedules and cost.
3. Perfect Paradigm agrees to develop the program according to the specification set forth by [Client] and attached hereto.

  

5. Maintenance, Modification, and Training
1. If [Client] notifies Perfect Paradigm of program error(s) or Perfect Paradigm has other reason to believe that errors exist in the Program, Perfect Paradigm shall use their best efforts to verify and fix the error(s) within one week of notification. These errors are, however, confined to the development made by Perfect Paradigm. Errors that arise without the scope of Perfect Paradigms efforts in the product shall be dealt with separately and are out of the scope of this contract. Perfect Paradigm shall promptly notify [Client] if an error cannot be fixed within the time specified in this paragraph.
2. If [Client] requires in writing, Perfect Paradigm shall make further product enhancements within a reasonable time and rate for such work.
3. [Client] shall have the right to make any Program enhancements. But [Client] may not charge the cost of these enhancements to Perfect Paradigm from the compensation existing project.
4. Should [Client] request training in the use of the system so developed, a separate contract for training shall be entered into.

 

6. Licence
1. This contract shall commence on [Date].
2. Both parties agree to abide by the Non-Disclosure and Non-Compete Agreement dated [Date of Agreement].

 

7. Acceptance of Program
1. After Perfect Paradigm delivers the Program, [Client] shall have reasonable time to test the deliverables as laid out in the Delivery Schedule of the Specifications attached hereto. If Perfect Paradigm is not notified in writing via Internet transmission or fax within a reasonable amount of time as laid out in the Delivery Schedule, [Client] shall be deemed to have accepted Program.
2. [Client] shall also be deemed to have accepted Program if it is made available for sale.
3. If, [Client], in good faith determines that Program is unacceptable, they shall notify Perfect Paradigm in writing of what changes must be made in Program to make it acceptable, along with a time estimate for the same.

 

8. Payment
1. As consideration, and subject to the conditions set forth elsewhere in this agreement, [Client] shall pay Perfect Paradigm the sum of US$[Amount](United States Dollars [Amount in Words] Only). Any further enhancements, and the costs associated with such a development, shall be determined by both parties and all monies remitted to Perfect Paradigm by [Client].
2. If [Client] is more than thirty days late on any one payment, [Client] shall pay interest to Perfect Paradigm at the then prevailing market rates in the USA for market borrowings.

   All payments shall be wired (by electronic funds transfer) and made payable to:

   (The Bank details will be made available on finalisation of contract)

3. The charges indicated above are net of any taxes, duties, fees, levies and bank charges applicable in [Client's country] and outside of India. Neither [Client], nor Perfect Paradigm shall be responsible to reimburse either party for taxes levied by [Client's country] or India as a result of business operations.

  

9. Indemnification
1. In no event shall Perfect Paradigm be liable for special, indirect or consequential damages resulting from loss of use, data, or profits or for any claim or demand against [Client] by third parties.

 

10. Arbitration And Mediation
1. If any dispute arises under the terms of this agreement, the parties agree to select a mutually agreeable neutral third party to help them mediate it. If the mediation is unsuccessful, the parties agree that the dispute shall be decided by binding arbitration under the rules issued by the [Client]. The decision of the arbitrator shall be final. Costs and fees (other than attorneys fees) associated with the mediation or arbitration shall be shared equally by the parties. Each party shall be responsible for his or her Attorneys' fees associated with arbitration.

 

11. Assignment and Delegation
1. Neither party may sell, transfer, assign, delegate, or subcontract any rights or obligations under this agreement without the prior written consent of the other party. Consent shall not be unreasonably withheld.

 

12. General Mailing Addresses
1. Any written notice from one party to the other required by this agreement shall be deemed made on the date of mailing if sent by certified mail and addressed to the address specified below.

 

[Client's Address]

 

Perfect Paradigm Software & Solutions Private Limited
B-4 Dhanashree
19 New Nagardas Road
Andheri(E) - Mumbai 400 069
INDIA

 

13. Applicable Law

This contract shall be construed under the laws of the [Client's country], India and mutual trade treaties.

 

14. Other