Confidential

AGREEMENT BETWEEN UMANG SOFTWARE

TECHNOLOGIES AND <Enter Company Name>
Regarding
Hiring of Android Programmer
Content
1.

Preamble

2.

Definitions

3.

Confidential Information

4.

Notice

5.

Holidays and Leaves

6.

Fee

7.

Acceptance Of Deliverables

8.

Title

9.

Liability

10.

Taxes

11.

General

12.

Term And Termination

13.

Modification

14.

Arbitration And Dispute Resolution

15.

Jurisdiction

16.

General

Annexure-A
Annexure-B
Annexure-C

Software System
Development Agreement

THIS AGREEMENT FOR SOFTWARE DEVELOPMENT (Agreement)

entered into <Enter Date> Day of <Enter Month and year> between:
Umang Software Technologies, a software unit which is registered under
Software Technology Parks of India(STPI),located at BG1,BG2,Suyash
garden, Vidyanagar, Gogol, Margao, Goa, India 403601, represented by its
Co Founder and Technical Director, Mr. Mangirish Salelkar, hereinafter
called UMANG (which term shall wherever the context so admit, mean and
include the said company, its Legal Representatives, Executors, Assigns,
Successors in office, etc.)
AND
<Enter Company Name and address>, represented by its President /CEO
<Enter Name> ,being the Party of the Second Part, and hereinafter called
COMPANY.
WHEREAS
the
COMPANY
approached
UMANG
for
HIRING
PROGRAMMER(s) skilled in <Enter Technologies> and UMANG agrees to
provide these development services to COMPANY on the terms and
conditions described in this Agreement; and
WHEREAS for the sake of clarity and in order to avoid any future
misunderstanding between the parties, the parties hereto have mutually
agreed to deduce the term of this Agreement into writing;
NOW, THEREFORE, FOR GOOD AND VIABLE CONSIDERATION, THE
RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED,
THE PARTIES AGREE AS FOLLOWS:
1.

PREAMBLE

WHEREAS, COMPANY wishes UMANG to provide <Enter the number of

programmers> PROGRAMMER(s) to work on the Android programming
requirements of COMPANY..
UMANG agrees to provide services as per the COMPANY requirements.
2.

DEFINITIONS:

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Software System
Development Agreement

WHEREAS it is mutually agreed that in this Agreement, the capitalized terms

listed below shall have the following meanings:
UMANG shall mean Umang Software Technologies, BG1,BG2, Suyash
Garden,Vidyanagar,Gogol,Margao,Goa,India 403601.
COMPANY shall mean <Enter company name> having its principal
place of business at <Enter company address>
Confidential Information shall include, without limitation, any trade secrets,
confidential knowledge, data or other proprietary information of a company,
information relating to products, processes, know-how, designs, formulas,
methods, samples, media and cell lines, developmental or experimental work,
improvements, discoveries, plans for research, new products, marketing and
selling business plans, budgets and unpublished financial statements,
licenses, prices and costs, computer code, business techniques, suppliers
and customers and information regarding the skills and compensations of
other employees of the company.
Project shall mean Tasks carried out by the Hired programmer(s) of UMANG
for the COMPANY.
Requirements shall mean the written functional specifications as produced
in consultation with <Enter name of project responsible from company
side>
Deliverables shall mean the software and any documentation representing
the completion of Tasks carried out by the Hired programmer(s) of UMANG
3.

CONFIDENTIAL INFORMATION:

Each party acknowledges that during the Term of this Agreement,

such party may have access to and become acquainted with
information of a confidential, proprietary, and secret nature
belonging or pertaining to the other party, its business or its
customers or their businesses (the "Confidential Information"). Each
party hereby agrees not to directly or indirectly use, reproduce,
make known or otherwise disclose to any person or entity for any
purpose whatsoever, except with the expressed written permission
of the other party, any of such other party's Confidential
Information, except as permitted by this Agreement.

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Software System
Development Agreement

Each party's obligation of confidentiality shall not apply to any

information which
(i)
is or becomes public information through no fault of the
UMANG;
(ii)

is disclosed to the UMANG by a third party entitled to

disclose it;

(iii)

is already known to the UMANG prior to receipt from the

COMPANY;

(iv)

is developed by the UMANG independently of

information furnished to the UMANG by the COMPANY

(v)

the UMANG is required to disclose pursuant to court order

or other legal requirement, provided, however, that the
UMANG promptly notifies the COMPANY of such
requirement and reasonably cooperates with the
COMPANY to minimize the extent of such disclosure.

the

The duties hereunder shall survive termination of this

Agreement and (A) for trade secret information, shall
continue for as long as such information remains a trade
secret under applicable law, and (B) for all other
Confidential Information, shall continue for three (3) years
after the Term. Upon any termination or expiration of this
Agreement, each party will promptly (i) return to the other
party all materials then in such party's possession
containing the other party's Confidential Information or (ii)
destroy such materials and provide the other party a
certificate of an officer of such party attesting to the
destruction of such materials containing the other party's
Confidential Information.
COMPANY agrees to obtain a similar undertaking as set forth in this section 4
from any person or company before disclosing confidential information to that
person or company for the purpose of carrying out the Project.
4.

NOTICE:

Any notice required under this Agreement to be given by either party to the
other shall be in writing and shall be served by delivering the same by hand or

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Software System
Development Agreement

by certified or registered or regular mail or email to the authorized

representatives, of the party in question, sent to the addresses as
hereinbefore stated.
5.

HOLIDAYS AND LEAVES

a. Holidays:
The list of holidays for every year is announced in the beginning of a new
year during the last week of the preceding year. UMANG has 13 national
holidays in a year as per local tradition matching national/regional
holidays. The holidays list for the year 2015 is as mentioned in Annexure
B.
b. COMPANY should provide flexibility to the Hired Programmer(s) of
UMANG to avail leaves if required.
c. Due to unavoidable circumstances like sickness, Hired Programmer(s) of
UMANG may abstain from work without prior notice and in such scenario
UMANG will not be in a position to provide a substitute.
d.

In the event of UMANG requiring to replace its resources due to

circumstances beyond its control, then UMANG should be given sufficient
time to provide a suitable replacement. In the event of replacement of
resources, the COMPANY shall be obliged to approve the new consultant

e. The Programmer(s) of UMANG hired by COMPANY will work from the

UMANG premises for 8 hours each day from Monday to Friday. The work
timings will be 9.30 AM to 6.30PM Indian Standard Time.
6.

FEE:

Fees will be payable as set in the agreement according to the payment

schedule set forth in Annexure-A.
Any mutually agreed changes to the requirements from the COMPANY such
as increasing the number of Hired Programmers, changes in the number of
work hours and timings, will result in a revised cost, which shall be agreed to
in writing and shall be set forth in an Annexure to be incorporated into this
Agreement by reference.

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7.

Software System
Development Agreement

PROJECT APPROACH

The software business outsourcing model is 'Hire a Programmer' where in

COMPANY hires a dedicated resource from UMANG to work on their projects
and COMPANY handles the project management.
UMANG assigns a programmer ('PROGRAMMER') to work on the tasks
assigned by COMPANY
COMPANY specifies that the following individuals have the authority to assign
tasks and co-ordinate with PROGRAMMER for the software development
requirements of COMPANY:
< ENTER NAME OF PROJECT RESPONSIBLE>
The project management will be handled by < ENTER NAME OF PROJECT
RESPONSIBLE> which will also include
Domain knowledge sharing and project knowledge sharing
Assignment of tasks on mails or any common portal such as MS
Sharepoint
Regular review meetings and sharing the status
8.

TITLE

It is hereby acknowledged by both parties that the Software (developments,

contributions,
supplements,
enhancements,
copies,
adaptations,
documentations, derivations thereof including but not limited to programs
including both source and object versions thereof and attendant specifications
and source code listings and any related source code) to which this
Agreement relates, is deemed as work-for-hire and shall be fully owned by
COMPANY only after COMPANY makes full payment to UMANG as set forth
in Annexure-A.
UMANG may make use of framework, tools, components, methodologies
developed in-house or purchased from third parties for any of their future
projects of business. Hence, COMPANY shall agree that the framework,
methodologies, tools, components, technologies, etc. if used for the present
project shall become and remain the sole and exclusive property of UMANG.
However UMANG will provide complete source code and documentation to
use such frameworks, tools and libraries along with documentation if used for
the COMPANY project. COMPANY shall agree that UMANG can use such

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Software System
Development Agreement

framework, tools, components, methodologies, etc. outside the purview of this

contract.
9.

LIABILITY:

UMANGs liability to COMPANY shall be limited to amounts paid by

COMPANY in respect of the services provided by UMANG. Under no
circumstance will UMANG be liable for:
(A) Third

party

claims

against

COMPANY.

(B) Economic, consequential or incidental damages (including lost profit

or savings):-If at any time during the course of this Agreement, the performance in whole
or in part by either party of any obligation is prevented or delayed by reason
of causes which are beyond the reasonable control of that party or its
suppliers(such as interruptions in hosting service), war, revolutions, fire, flood,
tempest, earthquake, civil commotion, strike, lockout, etc., (hereinafter
referred to as Force Majeure) the party affected by Force Majeure shall be
entitled to suspend the performance of its obligations pursuant to this
Agreement for the duration of Force Majeure.
This said clause does apply unless the party concerned:i)
ii)
iii)

Notifies the other party of the relevant event and consequences as

soon as possible after it occurs
Promptly provides the other party with any further information
which the other party requests about the event or consequence;
Promptly takes any steps (except steps involving significant
additional costs), which the other party reasonably requires in
order to reduce the other parties losses or risk of losses.

Performance under the agreement shall be resumed as soon as practicable

after the Force Majeure has come to an end. In the event of Force Majeure
having lasted for a consecutive period of one month, the parties hereto shall
try to reach an agreement to settle the consequences of the same, failing
which, either party be entitled to terminate this Agreement forthwith.
10.

TAXES:

Each party shall have sole responsibility for the payment of all taxes and
duties imposed by all Government entities, as they pertain to its duties,
obligations and performance under this Agreement.

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11.

Software System
Development Agreement

GENERAL:

This Agreement constitutes the only Agreement and understanding between

the parties and supersedes any previous agreement or understanding.
This Agreement shall not be capable of assignment without the written
permission of both parties. Any such assignment in violation of this section
shall be null and void.
This Agreement shall not be amended without the prior written consent of
both the parties.
This Agreement shall commence on <Enter date> and shall continue in full
force & effect till <enter time period of project> and extendable thereafter in
mutual consent.
This Agreement shall be governed and construed in all aspects in accordance
with the laws of India.
12.

TERM AND TERMINATION

This Agreement shall continue to be in force till <enter time period of

project> unless terminated earlier by the parties in accordance with the
conditions mentioned below of this clause provisions.
This Agreement may be terminated by any of the parties in the event of the
other party committing any of the following acts which will amount to default
on the part of such party:
Sells or otherwise disposes of all or substantially all of its assets
Files for voluntary winding up
The Defaulting Party is in material breach or default under the terms of
this Agreement, provided that the defaulting party has been given notice
of such breach by the Non-Defaulting Party fails to cure such breach
within 30 days.
If either party opts for termination of this agreement, then COMPANY will pay
UMANG all payments due as of the termination date stated in the notice,
including those of the proportion of work completed in the ongoing stage, until
termination. And UMANG will deliver the proportion of work completed in the
ongoing stage until termination.

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13.

Software System
Development Agreement

MODIFICATION:

This Agreement may be amended in writing signed by a company

representative of each party.
14.

ARBITRATION AND DISPUTE RESOLUTION:

If any dispute arises relating to the implementation or interpretation of the

Agreement, the Parties shall consult with a view to reaching a solution.
15.

JURISDICTION

The Jurisdiction for all dispute resolutions shall be within the Courts of Goa,
India only.
16.

GENERAL

The required stamp duty for the execution of this Agreement has been affixed,
duly signed by both the parties on all the sheets in the presence of two
witnesses knowing fully well the contents of this Agreement.
The following persons shall be the Authorized representatives on behalf of the
parties to this Agreement:

<Enter company name>

Name:
Title:

UMANG Software Technologies ,

Name: Mangirish Uday Salelkar.
Title: Co Founder & Technical
Director

Signature..

Signature..

Date

Date

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Software System
Development Agreement

Annexure-A
Pricing
The project costing is based on time and resources involved for project
development.
The project execution method is offshore development. While continuing the
work in the UMANG premises at Margao Goa, regular project communication
and review process will be defined and followed by both teams as appropriate
within the framework of project plan.
Billing rate is as follows:
Junior Developer - INR 350 per hour per developer
Senior Developer - INR 500 per hour per developer
Advance payment - INR 10,000 (Rupees Ten thousand only)
Service tax of 14 % applicable on the invoice. Payment should be released
within 7 days from the date of receiving the invoice.
The work time includes the familiarization with existing system(if any) (code
and db), development, testing, and deployment.
COMPANY may ask for increasing or decreasing the team size of employees
as appropriate to its business needs in joint consultation with UMANG.

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Software System
Development Agreement

Annexure- B
List of Holidays in Year 2015

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Software System
Development Agreement

Annexure- C
Project Specifications, Requirements and Assumptions

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