//Wheres the title of the document??? Doesnt it have a header???

a) Add clause where the developer is required to train the client on

how to use the website and a clause for the fee charged by the
developer for the same. XX
b) Add clause where the client is to give timely feedback/evaluation
to the work of the Developer and accept the work done so far as
okay, so that the Developer can move on and compete the
website development basically a clause for routine
(weekly/monthly) checks by the client on the work of the
developer
c) Clause for compensation of any expenses of the developer by the
client, over and above his fees, which could include his travel,
buying products for helping in the development as raw material,
etc. XX
d) Add clause for late fee interest payable by client. XX
e) Add clause for late delivery penalty on the developer. XX
f) Add clause for website credits for the developer wherein his
name could either be mentioned on the site, or he could add
hypertext link or advertise his services on the website developed,
etc try to cover as many options as possible
g) Add a clause on various types of taxes applicable to this and
who is liable to pay them. XX
h) Clause for non-solicitation of the employees or customers of the
client. XX
i) Clause for maintenance and adding new developments to the
website. XX

This Software/Application//HOW IS THAT POSSIBLE IF THIS IS A

WEBSITE DEVELOPMENT AGREEMENT?? PLEASE DONT MAKE STUPID
CHANGES WHILE COPY PASTING STUFF Development Agreement
("Agreement") is made at {{Place Name}} dated this {{Date}} day of {{Year of
Agreement}} shall be effective as the {{Date Effective Date}} by and between
the FIRST PARTY (the Client){{which term shall mean and include its
successors and assigns) of the First Part}} and the SECOND PARTY (The
Developer){{which term shall mean and include its successors and assigns)
of the Second Part}}andthe THIRDPARTYWHO IS THIS??The Developer and
Client are sometimes referred to in this Agreement individually as a Party
and collectively as the Parties.

For First Party

For Individual:{{Mr./Mrs./Ms.}}{{Name of Client}} {{Optional and

{{Mr./Mrs./Ms.}} {{Name of Client}} in case of 2 or more}}, {{son/daughter of
Clients Father name}} {{Clients Age}}residing at{{Address of Individual}}

For Sole Proprietorship: {{Mr./Mrs./Ms.}} {{Name of Client}}, sole proprietor

of {{Name of Proprietorship}}, having office at {{Address of Sole
Proprietorship}}, {{Date of Incorporation}} under Companies Act of 2013.

For company: {{Mr./Mrs./Ms.}} {{Name of Client/s}}, {{Managing

Director/Finance Director/ add any other}} {{son/daughter of Clients Father
name}} {{Clients Age}}of M/s. {{Name of Company}}, having{{mailing,
registered, head, corporate, regional, branch}} office at{{Address of
Company}} having incorporated on{{Date of Incorporation}} under Companies
Act of 2013.

For Partnership/Any other firm: {{Mr./Mrs./Ms.}} {{Name of Client/s}},

{{Managing Partner/Finance Partner/ add any other}} {{son/daughter of
Clients Father name}} {{Clients Age}}of M/s. {{Name of Partnership/Firm}},
having {{mailing, registered, head, corporate, regional, branch}} office at
{{Address of Partnership Firm}} having incorporated on{{Date of
Incorporation}} under Indian Partnership Act of 1932.

For Second Party

For Individual:{{Mr./Mrs./Ms.}}{{Name of Developer}} {{Optional and
{{Mr./Mrs./Ms.}} {{Name of Developer}} in case of 2 or more}},
{{son/daughter of Developers Father name}} {{Developers Age}}residing
at{{Address of Individual}}

For Sole Proprietorship: {{Mr./Mrs./Ms.}} {{Name of

Developer}},{{son/daughter of Developers Father name}} {{Developers Age}},
sole proprietor of {{Name of Proprietorship}}, having office at {{Address of Sole
Proprietorship}}, {{Date of Incorporation}} under Companies Act of 2013.

For company: {{Mr./Mrs./Ms.}} {{Name of Developer/s}}, {{Managing

Director/Finance Director/ add any other}} {{son/daughter of Developers
Father name}} {{Developers Age}}of M/s. {{Name of Company}},
having{{mailing, registered, head, corporate, regional, branch}} office
at{{Address of Company}} having incorporated on{{Date of Incorporation}}
under Companies Act of 2013.

For Partnership/Any other firm: {{Mr./Mrs./Ms.}} {{Name of Developer/s}},

{{Managing Partner/Finance Partner/ add any other}} {{son/daughter of
Developers Father name}} {{Developers Age}}of M/s. {{Name of
Partnership/Firm}}, having {{mailing, registered, head, corporate, regional,
branch}} office at {{Address of Partnership Firm}} having incorporated
on{{Date of Incorporation}} under Indian Partnership Act of 1932.

For Third Party

For Individual:{{Mr./Mrs./Ms.}}{{Name of Sub-Developer}} {{Optional and

{{Mr./Mrs./Ms.}} {{Name of Sub-Developer}} in case of 2 or more}},
{{son/daughter of Sub-Developers Father name}} {{Sub-Developers
Age}}residing at{{Address of Individual}}

For Sole Proprietorship: {{Mr./Mrs./Ms.}} {{Name of Sub-Developer

}},{{son/daughter of Sub-Developers Father name}} {{Developers Age}}, sole
proprietor of {{Name of Proprietorship}}, having office at {{Address of Sole
Proprietorship}}, {{Date of Incorporation}} under Companies Act of 2013.
For company: {{Mr./Mrs./Ms.}} {{Name of Sub-Developer/s}}, {{Managing
Director/Finance Director/ add any other}} {{son/daughter of Sub-
Developers Father name}} {{Developers Age}}of M/s. {{Name of Company}},
having{{mailing, registered, head, corporate, regional, branch}} office
at{{Address of Company}} having incorporated on {{Date of Incorporation}}
under Companies Act of 2013.

For Partnership/Any other firm: {{Mr./Mrs./Ms.}} {{Name of Sub-

Developer/s}}, {{Managing Partner/Finance Partner/ add any other}}
{{son/daughter of Sub-Developers Father name}} {{Sub-Developers Age}}of
M/s. {{Name of Partnership/Firm}}, having {{mailing, registered, head,
corporate, regional, branch}} office at {{Address of Partnership Firm}} having
incorporated on{{Date of Incorporation}} under Indian Partnership Act of
1932.

TERMS AND CONDITIONS

WHEREAS

1. The Client is a/an {{Individual/Company/Sole Proprietor/Partnership

Firm/Any other firm}} engaged in the {{Activity of Business such as
legal service, medical service, production & supply of power, etc}}
situated in {{Place of Office}} and has experience in the field of {{Name
of Industry}} for {{No. of Years}} years.
2. The Developer is a/an {{Individual/Company/Sole
Proprietor/Partnership Firm/Any other firm}} engaged in the business
of engaged in the creation and development of Software and building
web pages and portals for its clients for their business and
commercial application;
3. {{The Developer had subcontracted some of its work to the sub-
developer {{which/who}} is {{a/an}} {{Individual/Company/Sole
Proprietor/Partnership Firm/Any other firm}} with a large experience
in the development of Software and Computer applications and the
 sub-developer works together with the developer and carries out its
assignment in accordance with the specifications of the developer.}} Commented [t1]: There is possibility of one developer
delegating some work to another developer and he/she is working
4. The Client has approached the Developer for the development of its on the details given by main developer which in turn was given by
the client.
portal and website and certain Software in accordance with the
specifications provided in the {{Annexure attached herewith}} and the
Developer{{together with the sub-developer}} undertakes and agrees to
develop such portal and website subject to and in accordance with the
terms and conditions here in contained.

NOW, THEREFORE, in consideration of the mutual covenants and

promises made by the parties to this Software Development Agreement, the
Developer and the Client (individually, each a Party and collectively, the
Parties) covenant and agree as follows:

1. Definitions-

The following capitalized terms, when used in this Agreement, shall have the
meanings ascribed to them in this provision:

A. "Business Day" means a day other than a Saturday, a Sunday, or

any other day on which the principal banks located in India are not
open for business as per provisions of the Negotiable Instruments
Act, 1882.

B. Competitor shall mean any firm or enterprise engaged or intending

to be designated as an authorized service provider from the developer,
or any manufacturer or provider of equipment to be used specifically
for the same.

C. Competitive Project shall be defined as any task or work effort with

an intent or result that is or will be substantially similar to any
contemplated by this Agreement.
D. {{"Deliverables" means, as the context dictates, the Design
Deliverables, the Development Deliverables or, collectively, the Design
Deliverables and Development Deliverables.}}

E. "Effective Date" is defined in the introduction to this agreement.

F. "Intellectual Property" shall mean all intellectual property other than

the Technology owned by {{the developer}} prior to the Effective Date or
licensed to {{the developer}} by a third party, and used in the
development of the Product.
G. "Person" means an individual, corporation, partnership, joint venture,
limited liability entity, governmental authority, unincorporated
organization, trust, association or other entity.

H. Product" shall mean the software program to be developed by {{the

developer}} pursuant to this agreement in accordance with the
Specifications, together with user manuals, other documentation and
any other ancillary materials to be developed by {{the developer}}
pursuant hereto. Commented [t2]: Website/Software/App could be described as
Product which is optional for the parties involved.

I. Services" means, collectively, any design, development or productions

services required to be performed by the Developer in order to develop
the Website in accordance with the instructions provided by Client
from time to time.
J. Specifications" shall mean the specifications for the Product as
directed by {{Client}}, together with any additional specifications or
modifications to the specifications that may be agreed to in writing by
the parties during the term of this Agreement.
K. "Third-Party Materials" means Content and any other materials in any
form or media, including but not limited to documents, data, know-
how, ideas, specifications and software code, in which any Person
other than Client or the Developer owns any Intellectual Property
Right, but specifically excluding Open Source Components.
Other capitalized terms shall have the meanings ascribed to them in the
body of this Agreement.

2. Appointment of the developer for website development

The Client hereby appoints the developer {{and the sub-developer}} to
carry out the development of a portal and website for the Client in
accordance with the specifications annexed herewith or such variations as
may be provided by the Client from time to time in writing.

3. Term & Termination of the Agreement

a) This Agreement shall be effective as of the date set forth on the Order
and shall remain in force until {{Desired Time Limit for Developer to
develop website}} days after the completion of the testing stage as set
forth in the {{Time Schedule}}, which shall take place not later than
{{Desired Time Limit for developer to deliver website to client}}
business days after the {{Delivery Date}}.{{The Developer cannot
guarantee the delivery of the website on delivery date but will use
commercially reasonable efforts to perform the Services in an efficient
and timely manner.}} Commented [t3]: Optional clause in favour of developer since
website development tend to take more time than stipulated time
b) The Developer shall use its best endeavours to ensure that the limit

website/portal project is completed within {{Desired Time Limit for

Developer to deliver software}} business days from the execution of
these presents and on receipt of advance payment.
c) The Agreement may be terminated by either party upon written notice
to the other, if the other party breaches any material obligation
provided hereunder and the breaching party fails to cure such breach
within {{Desired Time for either party to reply to the notice}} business
days of receipt of the notice. This Agreement may be terminated by the
developer (i) immediately if the Client fails to pay any fees hereunder;
or (ii) if the Client fails to cooperate with the developer or hinders
developers ability to perform the Services hereunder.
4. Specifications of the Website-
a) The design of the Website shall be in substantial conformity
with the material provided to the developer by the Client. Also,
the Website consultation will be provided according to the
{{number of coordination steps}}/ {{Exhibits for Time Schedule}}
outlined for the plan provided in the agreement between the
Client & the Developer {{& the Sub-developer}}.
b) The language of the website shall be in{{Desired No. of
Languages}}languages i.e.{{Name of Languages to be used for
website like English, Marathi}}
c) The Developer shall develop the website in such a manner that
the website should run independent of IP Address i.e. the IP
Addresses should not be hard coded in the source
code/configuration and the website shall be IPv6 compliant.

5. Responsibility of the Developer

a) The Developer shall perform the Services in a workman like and

professional manner and shall use its best efforts to complete the
design and development of the website in a timely manner in
accordance with Clients instructions provided from time to time.

b) The Developer shall promptly deliver to Client each Deliverable in

accordance with Clients instructions from time to time.
Notwithstanding Client's acceptance of any Deliverable, upon delivery
of the final completed Website, the Client shall have the right to
perform additional tests on each Deliverable to ensure full integration
and compatibility with all elements of the Website.

c) The Client shall perform such testing, and the developer agrees to
promptly correct any nonconformities, errors or omissions as
requested by the Client.

d) The Developer shall not, without the prior written consent of Client,
which may be withheld in Client's sole discretion, engage any other
 Person to perform the Services. To the extent Client gives such
consent, prior to any Developer Personnel performing the Services
hereunder, the Developer shall require Developer Personnel to execute
a joinder in form attached hereto as {{Time Schedule}} to this Website
Development Agreement that bind such Developer Personnel to,
among other things, the confidentiality and intellectual property
provisions set forth herein. The Clients consent to engage such
Developer Personnel shall not relieve the Developer of its obligations
under this Website Development Agreement and the Developer shall:

i. The Developer shall be responsible and liable for the acts and
omissions of the Developer Personnel to the same extent as if
such acts or omissions were by the Developer.

ii. Except as otherwise agreed to in writing by the Client, be

responsible for all fees and expenses payable to any Developer
Personnel, including, if applicable, withholding of income
taxes, and the payment and withholding of social security and
other payroll taxes, unemployment insurance, workers'
compensation insurance payments and disability benefits.

e) The Developer acknowledges that time is of the essence with respect

to the Developers obligations hereunder and that prompt and timely
performance of all such obligations in accordance with all timetables
and other requirements schedules and deadlines as may be conveyed
by Client from time to time is strictly required.

f) The Developer shall not include in the Website, and operation of the
Website shall not require the use of, any Third-Party Materials, other
than Third-Party Materials expressly approved by Client in writing
("Approved Third-Party Materials").//should we add a basic
definition of third party materials here? For the sake of clarity?
Look for one and add it please
 g) Except as specifically agreed to in writing, the Developer shall be
solely responsible for securing, at its sole cost and expense, all
necessary rights, licenses, consents and approvals necessary for
Client to use, as incorporated into or otherwise used in conjunction
with the Website, perpetually and throughout the world, all Approved
Third-Party Materials.

h) The Developer shall not include in the Website, and operation of the
Website shall not require the use of, any Open Source Components,
except for any Open-Source Components expressly approved by Client
in writing.

i) The Developer shall not issue or release any announcement,

statement, press release or other publicity or marketing materials
relating to this Website Development Agreement, or otherwise use
Clients trademarks, service marks, trade names, logos, domain
names or other indicia of source, affiliation or sponsorship, in each
case, without the prior written consent of Client.

6. Representation & Warranties regarding website

The Developer undertakes to represent and warrants to the Client that:

i. It has the full right, power and authority to enter into this Website
Development Agreement and to perform its obligations hereunder;

ii. When executed and delivered by such party, this Website

Development Agreement will constitute the legal, valid and binding
obligation of such party, enforceable against such party in accordance
with its terms.

iii. It will perform the Services in a professional and workmanlike manner

in accordance with best industry standards for similar services and
 will devote adequate resources to meet its obligations under this
Website Development Agreement;

iv. The Product, including the Website and all Deliverables, as delivered
by such Developer (i) will not infringe, misappropriate or otherwise
violate any Intellectual Property Rights or other rights of any third
party; and (ii) will comply with all applicable Laws.

v. In performing the Services hereunder, such Developer will comply

with all Laws.

vi. When delivered, the Website and all Deliverables will not contain: (i)
any virus, trojan horse, worm, backdoor, malware or other software
the effect of which is to permit unauthorized access or to disable,
erase, corrupt or otherwise harm any computer, systems or software,
or (ii) any time bomb, drop dead device or other software designed to
disable a computer program automatically with the passage of time or
under the positive control of any Person, or otherwise deprive Client of
its lawful right to use the Website and Deliverable; and

vii. When delivered and following the Client's final acceptance of the
Website, the Website and all Deliverables will be, and will function, in
all respects in conformity with this Website Development Agreement
and the other documentation and instructions provided by Client from
time to time. If any non-conformity is discovered, the Developer agrees
to promptly remedy such non-conformity at such Developers sole cost
and expense.

viii. Except for the express warranties set forth in this website
development agreement, each party hereby disclaims all warranties,
whether express, implied, statutory or otherwise under this website
development agreement.

7. Ownership Rights of the Website

The Client will own all of its proprietary information as included in the
services as well as all source code, object code, screens, documentation,
digital programming, operating instructions, design contents, concept,
graphics, domain name, hosting, characters, stored data & reports prepared
by the developer after the payment of the fees to the developer.

8. Responsibilities of the Client

a) TheClient agrees to perform all of the tasks assigned to the Client as
set forth in this Agreement and to provide all assistance and
cooperation to the Developer in order to complete timely and efficiently
the website and execute all Change Requests.
b) {{The Client shall be responsible for making, at its own expense, any
changes or additions to Clients current systems, software, and
hardware that may be required to support operation of the website}}.
c) {{The Client shall also make available such personnel as necessary for
testing the website and training users of the website and prepare
complete acceptance test data for testing the website.}}
d) The Client will use the website for only lawful purposes and not to use
for activities contrary to the Indian laws

9. Indemnification Obligations of the Client

a) The Client agrees that it shall defend, indemnify, save and hold the
developer harmless from any and all demands, liabilities, losses, costs
and claims, including reasonable attorneys' fees, {{Other expenses
incurred by Client for providing legal protection to the developer}}
asserted against the developer, its contracted providers, agents,
Clients, servants, officers and employees, that may arise or result
from any service provided or performed or agreed to the performance
of any product sold by Client, its agents, employees or assigns.
b) The Client agrees to defend, indemnify and hold harmless the
developer against Liabilities arising out of (i) any injury to any person
or property caused by any products sold or otherwise distributed in
 connection with the Product; (ii) any material supplied by Client
infringing or allegedly infringing on the proprietary rights of a third
party; or (iii) copyright infringement and/or litigation regarding
content-related disputes.

10. Indemnification Obligations of the Developer

The developer shall indemnify and hold harmless Client (and its
subsidiaries, affiliates, officers, agents, co-branders or other partners, and
employees) from any and all claims, damages, liabilities, costs, and expenses
(including, but not limited to, reasonable attorneys' fees and all related costs
and expenses) incurred by Client as a result of any claim, judgment, or
adjudication against Client arising from a claim that Client's use of the
developer website, as permitted under this Agreement, infringes Intellectual
Property rights of a third party or arising from a claim which results from
the developers breach of the warranties and agreements contained in this
Agreement

11. Confidentiality

The Developer acknowledges that in connection with this Website

Development Agreement, the Developer will gain access to Confidential
Information of Client. As a condition to being furnished with access to
Confidential Information, the Developer agrees:

i) Not to use any Confidential Information other than as strictly

necessary to perform its obligations under this Website Development
Agreement and not for any other purpose;

ii) Not to use any Confidential Information, directly or indirectly, in

any manner to the detriment of Client or to obtain any competitive benefit
with respect to Client; and
 iii) To maintain all Confidential Information in strict confidence as
well as not to disclose the Confidential Information without Client's prior
written consent, provided, however, that such Developer may disclose
Confidential Information to his Developer Personnel who: (i) have a "need to
know" for purposes of such Developers performance under this Website
Development Agreement, (ii) have been apprised of this restriction; and (iii)
are themselves bound by written nondisclosure agreements at least as
restrictive as the non-disclosure agreements entered into with the Developer
on or about the date hereof.

iv) The Developer is responsible for ensuring Developer Personnel

complying with, and shall be liable for any breach by its Developer
Personnel, of this provision. The Developer shall employ at least the same
degree of care it uses with respect to its own confidential information, but no
less than a reasonable degree of care, to safeguard Client's Confidential
Information from use or disclosure to anyone other than as permitted
hereby.

12. Severability

If any term or provision of this Website Development Agreement is invalid,

illegal or unenforceable in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other term or provision of this Website
Development Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction. Upon such determination that any term
or other provision is invalid, illegal or unenforceable, the parties hereto shall
negotiate in good faith to modify this Website Development Agreement so as
to effect the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the greatest extent possible.

13. Assignment
 a) This Website Development Agreement is personal to the Developer.
b) The Developer shall not assign or otherwise transfer any of its rights,
or delegate or otherwise transfer any of its obligations or performance,
under this Website Development Agreement, in each case whether
voluntarily, involuntarily, by operation of law or otherwise, without
Client's prior written consent, which consent may be withheld in
Clients sole discretion.
c) No delegation or other transfer will relieve the Developer of any of its
obligations or performance under this Website Development
Agreement. Any purported assignment, delegation or transfer in
violation of this provsion is void.
d) The Client may freely assign or otherwise transfer all or any of its
rights, or delegate or otherwise transfer all or any of its obligations or
performance, under this Website Development Agreement without the
consent of the Developer.
e) This Website Development Agreement is binding upon and inure to
the benefit of the parties hereto and their respective permitted
successors and assigns.
f) This Website Development Agreement is for the sole benefit of the
parties hereto and their respective successors and permitted assigns
and nothing herein, express or implied, is intended to or shall confer
upon any other Person any legal or equitable right, benefit or remedy
of any nature whatsoever, under or by reason of this Website
Development Agreement.

14. Force Majeure

Except with regard to payment obligations, either party shall be excused

from delays in performing or from failing to perform its obligations under
this Agreement to the extent the delays or failures result from causes
beyond the reasonable control of the party, including, but not limited to:
default of subcontractors or suppliers; failures or default of third party
software, vendors, or products; acts of God or of the public enemy; Indian or
foreign governmental actions; strikes; communications, network/internet
connection, or utility interruption or failure; fire; flood; epidemic; and freight
embargoes.
15. Notice

All notices and communications required or permitted under this

agreement shall be in writing and any communications or delivery shall be
deemed to have duly made if actually delivered or after {{Days required for
sending mails}} after mailing, if mailed {{in person/ registered post/through
overnight courier}} addressed.

16. Relations of the Parties

The relationship between the Developer and Client is that of

{{Partnership/agency independent contractor.}} Nothing contained in this
Website Development Agreement shall be construed as {{creating any
agency, partnership, joint venture or other form of joint enterprise,
employment or fiduciary relationship between the parties hereto,}} and
neither party shall have authority to contract for or bind the other party in
any manner whatsoever.

17. Modifications, Amendments & Waiver in the Agreement

a) No amendment to or modification of this Website Development

Agreement is effective unless it is in writing, identified as an
amendment to this Website Development Agreement and signed by an
authorized representative of each party.

b) No waiver by any party of any of the provisions hereof shall be

effective unless explicitly set forth in writing and signed by the party
so waiving. Except as otherwise set forth in this Website Development
Agreement, no failure to exercise, or delay in exercising, any rights,
remedy, power or privilege arising from this Website Development
Agreement shall operate or be construed as a waiver thereof; nor shall
any single or partial exercise of any right, remedy, power or privilege
 hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.

18. Dispute Resolution

a) All disputes arising in connection with this agreement shall be
settled, if possible, by amicable negotiation of the parties.
b) In case of non-resolution of the dispute through amicable
negotiations within {{No. of business days}} business days or
{{such later date as may be agreed by the parties}}, the dispute
shall be submitted to arbitration before the {{No of arbitrators}}to
be appointed by the parties involved in this agreement {{Court of
competent jurisdiction-Bombay High Court/Supreme Court of
India}}.
c) The arbitration shall be conducted in accordance with the
provisions of the Arbitration & Conciliation Act, 1996 {{Any
Other provision}} as amended from time to time. The language of
the proceedings shall be {{Language convenient to both parties}}.
d) The arbitration proceedings shall be held at {{Venue of
Arbitration}}.
e) The arbitrator will be required to make the award within {{Time
Period for Arbitration resolution}} of entering upon the reference
unless the time is extended by the Employer.
f) The award rendered by the arbitrator shall be final, conclusive
and binding upon the parties involved in this agreement & shall
be subject to enforcement at {{Court of competent jurisdiction-
Bombay High Court/Supreme Court of India}}.
g) In lieu of the arbitration as proscribed under Section 18(b), all
the disputes under this Agreement shall be resolved by litigation
in the Jurisdiction of {{Name of Place/ Court of Competent
Jurisdiction}}, therein and the Parties all consent to the
jurisdiction of such courts, agree to accept service of process by
 mail, and hereby waive any jurisdictional or venue defenses
otherwise available to it.

19. Governing Law- Jurisdiction & Venue

The parties involved in this agreement agree that the laws of {{Name of
Country}} shall exclusively govern the validity, interpretation, construction
and performance of this agreement.

IN WITNESS WHEREOF, each party has read and agrees to be legally

bound by this agreement and has caused this agreement to be executed by
himself/herself or their duly authorised representative below as of the
effective date written above.

The Client The Developer

NAME NAME

DESIGNATION DESIGNATION

WITNESSES

1.

2.