APPLICATION DEVELOPMENT AND SERVICE AGREEMENT

THIS AGREEMENT is dated 4th October 2014 and is entered into by and between
(1) Mrs.Jayasurya Swamikannu, an individual residing in No 302,A
Residency,Koramangala,Bangalore [hereinafter called The Principal]; and
(2)

Block,

Raheja

( your company name), represented by Apurva Gupta and having its registered office at [Your
address ] with registration no xxxxxxxxx [hereinafter called Service Provider]
RECITALS
IT IS HEREBY AGREED as follows:
1. Services to be provided
Service Provider agrees to develop a website according to the specifications of the service
provider. -`

2. Fees
Service Provider will execute this Project on a fixed price model. Based on the terms and conditions set forth
herein, for all the Services provided under this Agreement, the estimated fees which the Service Provide will
charge Principal are as per table below
The fixed price cost of this program Project is INR 15,000 which is inclusive of all applicable taxes. All
payments are contingent upon full acceptance of the work product/deliverables by the Principal.
The fees shall be charged on a milestones basis as set forth herein, as follows:

Milestones

Amount
[INR]

Advance

20%

3000

completion of Website & fully operational

80%

12000

100%

15000

Total

Should any payment for Services, products or technology provided by Service provider be subject to
withholding tax (TDS), Principal shall as required by applicable tax law, withhold such tax and deliver to
Service provider appropriate tax certificate or other documents for all such withholding in the form and
manner and within the timeline prescribed under the applicable tax law.
If at any point the Service provider is unable to continue with the development and is terminating the
agreement, she should return back the money paid so far within 30 working days of terminating the
agreement

Term*
Initial Term: Commencing on the Agreement date and ending on 23 rd March 2015 (unless terminated earlier
pursuant to the terms and conditions of the Agreement).
Renewal Term: Not applicable unless amended.

3. Scope of Services and Work Product

a. To build and deliver a web site as per the below requirement
i. Product website which provides information to any visitor to the site, on the
product, its features and services around it. Content to be provided by the
Principal.
ii. Provides placeholders for informational materials in terms of demo videos,
presentations, articles, etc for visitors to get familiarity with the product. Content
to be provided by the Principal
iii. Provides feature where visitors can subscribe to newsletters, product
communications, etc by providing their email ids
iv. Provides feature where visitors can put in their comments with regards to product
review & feedbacks, functionality, issues etc
v. Provides feature where visitors can submit enquiries/feedbacks on the product.
These would be routed directly to a specific mailbox for subsequent offline review
and response by the principal.
vi. Provide links to download the app (iOS currently) which should take the user
directly to the itunes store for download.
b. All informational content, presentations, videos, demos, mobileapp screen images will be
provided by the principal.
c. To build and deliver a website which is compatible across devices, viz. desktop, laptop,
tablet, iPad, smartphones, etc
d. To provide placeholder and links to standard contents related to Privacy policy, Terms &
Conditions.
e. To provide placeholders related to Support, Contact Us & About
f. To provide placeholders related to Upcoming events/releases on the product. Eg. Watch
out space/Coming Soon.
g. To provide a feature wherein contents available on the site would be easily searchable
via a search content option on the website.
h. To use the screen shots of the app as provided by the Principal for preparing content for
visitors consumption
i. The package or build delivered will be specific to what the Principal desires and would be
suitable and appropriate based on the hosting requirements. The Principal expects the
deliverables to be in Word press for static contents and where programming is needed;
PHP would be used
j. The service provider will discuss with the Principal and ensure that any optimization for
search engines will be included as part of the pages built. This may include tags, key
words, etc. as may be appropriate.
k. The Service provider confirms that they will not use any material or content which will
violate any 3rd party copyrights, patents, etc
l. The service provider confirms that all such material used would be owned by the SP and
ownership of the same will come to rest with the principal on completion and handover of
the delivery.

4. Acceptance specifications

a. Following are the acceptance criteria which will be taken up

Deliverable
Website build &
Package

Acceptance criteria

Signed-of
by

The package should be easily Principal &

Core Team
transported, copied and
deployed in a fresh system
meeting the hosting prerequisites of the website

The build files generated and Principal &

Core Team
shared would be complete
and no additional
modification needs to be
done to the build by the
Principal to make it work on a
website hosting location

The package or build

delivered will be specific to
what the Principal desires
and would be suitable and
appropriate based on the
hosting requirements. The
Principal expects the
deliverables to be in
WordPress for static contents
and where programming is
needed; PHP would be used

Principal &
Core Team

5. Periodic meeting / Reports

Both the parties agree to hold meetings in person before the start of development , halfway of development
and the final handover of the service. The principal can however waive this requirement if not warranted.
The Service provider will provide the following reporting to the Principal:

6. Personnel :

Service providers Key Personnel:

Role

Name

Application Developer

Apurva Gupta

Key Contact

Apurva gupta

[NOTE: One person may serve in one or more roles]

7.

Termination or Suspension of Services:

Principal reserves the right to terminate this Agreement, suspend, and/or reduce the Services of any or all of
the Service provider set forth herein for its convenience, pursuant to the terms of the Agreement.

8.

Intellectual Property
Under this Agreement, Intellectual Property means any and all content and materials, including but not
limited to, software (including modification, upgrades or new versions), designs, icons, menus, trademarks,
text, graphics, photographs, illustrations, audio, video and data, and all rights to such content and materials,
including copyrights, patents and associated rights.
Any and all content and features developed or conceived by Service Provider or Service Providers subhires, employees or helpers during the Term as well as the other results and proceeds of services under this
Agreement (Collectively, the Work) will be works made for hire and will be the exclusive property of the
Principal
Service Provider waives any claims to any rights in connection with the Work. If any Work is determined to
not be a Work made for hire, Service Provider, by entering into this Agreement, assign to the Principal all
right, title and interest in such Work in perpetuity.

9.

Representations and Warranties

Service Provider represents and warrants to the Principal the following:
(i)
The Work will be original and created by persons employed or supervised by Service Provider. The
Work will not violate the copyright, patent, trademark rights, or any other rights such as rights of
privacy or publicity, of any person or entity. Neither Service Provider nor anyone working for or with
Service Provider has granted any rights to the Work to any other person or entity.
(ii)
Service Provider has the right to enter into and fully perform all terms of this Agreement. Service
Provider is not and during the Term will not be in any way prohibited or restricted from working,
developing and operating the Site.

10. Confidentiality
Service Provider acknowledges that Service Provider will have access to proprietary information, materials
and data of the Principal. Service Provider agrees not to use or disclose proprietary information and to
ensure that all those to whom Service Provider gives access to proprietary information does not use or
disclose any of this information except to carry out Service Providers duties and responsibilities under this
Agreement.

11. Termination
The term of this Agreement (Term) will begin on the date above and will end when terminated by
either party based on the following: (I) Service Provider gives to the Principal thirty (30) days prior written
notice, (ii) the Principal gives Service Provider fifteen (15) days prior written notice, or (iii) either Service
Provider or the Principal terminates this Agreement immediately following a major breach of this Agreement
by either of the parties.

12. Independent Contractor

Service Provider is an Independent Contractor. All persons working for or with Service Provider in
performing Service Providers obligations to the Principal under this Agreement will not be employees or
contracts of the Principal or have any relationship with the Principal. Service Provider will be solely
responsible for all the Service Providers sub-hires, employees, helpers and for all obligations to them and
will indemnify the Principal against any and all claims or liabilities resulting from such obligations and for all
costs, omissions or conduct of such persons. Service Provider is responsible for whatever payments will be
due to Service Providers employees or contractors and agrees to comply with all governmental obligations
applicable to the performance of Service Providers obligation under this Agreement.

13. Indemnification
Service Provider agrees to indemnify and hold the Principal harmless from and against any claims and
damages resulting from a breach or claimed breach by Service Provider of any of Service Providers
representations, warranties or agreements contained in this Agreement.

14. No Assignment
Service Provider will not assign this Agreement or its rights or obligations under this Agreement without prior
written permission of the Principal. Any transfer of a controlling interest in Service Provide shall be deemed
an assignment. Any assignment in violation of this provision shall be null and void. The Principal retains the
right to assign this Agreement in its discretion as necessary in the normal course and conduct of its business

15. Delays or Force Majeure

16. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter of
this Agreement and supersedes any and all prior agreements, oral or written communications or
understanding among the parties with respect to the subject matter hereof. This agreement shall not be
modified, amended or in any way altered except by an instrument in writing signed by the parties.

17. No waiver
The failure of the Principal to enforce any term or condition of this Agreement will not be deemed a waiver
of any terms or conditions of this Agreement.

18. Governing Law and Jurisdiction

This Agreement and any non-contractual obligation arising out of or in connection with this Agreement and
any Dispute shall be governed by the laws of India. The parties agree and consent to exclusive Jurisdiction
of the District Court and High Court located in the City of Bangalore and the Supreme Court of India.
The parties have hereby signed and executed this Agreement on the date first mentioned above

SIGNED for and on behalf of

Principal

SIGNED for and on behalf of

Service Provider

.
Signed

.
Signed

Name
.

Name
..