CONTINUOUS INTERNAL ASSIGNMENT -1
NAME: Jiya Jain
SEMESTER:2
SECTION: B
ROLL NO.: 41
STUDENT ID: 2320232848
SUBJECT: Contracts
SUBMITTED TO: Mr Rana Navneet Roy
DECLARATION OF ORIGINALITY
I, Jiya Jain, a student of BA LLB (Hons) at Hidayatullah National Law
University, declare that the work submitted as part of my CIA (Continuous Internal
Assessment) is a result of my independent and original work. I have duly
acknowledged all the sources from which the ideas and extracts have been taken.”
“CUSTOM SOFTWARE DEVELOPMENT AGREEMENT”
On the date of 3-04-2024, a Custom Software Development Agreement ("Agreement") is
being made and entered into between two parties.:
The Client, also known as Ryan IT Solutions, is a software company that has been
incorporated under the laws of Maharastra (India). Its main place of business is located at 443
Eston Road, Beverly Hills, Mumbai.
AND
Vihaan Roy, an individual/company residing/incorporated at 117/23 Sector 47 Boston
Towers,Gurugram (hereinafter referred to as the "Developer")
The Parties shall refer to the Company and the Developer jointly, while a Party shall refer to
either the Company or the Developer individually.
WHEREAS, The logistics business is the area of operation for the company, and they are in
need of custom software to make their processes more efficient and organized.
WHEREAS, The Parties, in light of the mutual covenants and agreements contained in this
document, hereby come to an understanding as follows:
NOW, THEREFORE, The Parties, in light of the mutual covenants and agreements contained
in this document, hereby come to an understanding as follows:
1. Project Scope and Specifications
1.1. The Company has hired the Developer to create custom logistics software for them.
This software will be referred to as the "Software". The specifications for the Software are
described in Exhibit A, which is attached to the agreement. This exhibit is also known as the
Software Requirements Specification. The agreement incorporates Exhibit A.herein by
reference.
1.2. The Software shall include, but is not limited to, the following features and
functionalities:
2. Development Process and Milestones
2.1. The Developer shall follow an agile software development methodology, which
includes regular sprint cycles, progress reviews, and iterative development.
2.2. The development process shall be divided into the following milestones:
a. Milestone 1: Project Planning and Requirements Gathering
b. Milestone 2: Software Design and Architecture
c. Milestone 3: Development and Testing (divided into sprint cycles)
d. Milestone 4: User Acceptance Testing and Deployment
e. Milestone 5: Post-Deployment Support and Maintenance
2.3. The detailed timeline, deliverables, and acceptance criteria for each milestone shall be
mutually agreed upon by the Parties and documented in Exhibit B (Project Timeline and
Milestones) attached hereto and incorporated herein by reference.
3. Intellectual Property Rights and Ownership
3.1. The Company shall be assigned and transferred all intellectual property rights, such as
copyrights, patents, trade secrets, and other proprietary rights, in relation to the Software and
any associated documentation, source code, and other materials that are developed pursuant
to this Agreement by the Developer.
3.2. The Company shall have the exclusive and perpetual right to use, modify, distribute,
and sublicense the Software for its business purposes.
4. Quality Assurance and Testing
4.1. The Developer shall implement industry-standard quality assurance and testing
procedures throughout the development process to ensure the Software meets the agreed
upon specifications and requirements.
4.2. The Company shall have the right to conduct user acceptance testing (UAT) during
Milestone 4 to verify the Software's functionality, performance, and compliance with the
requirements.
4.3. Any defects, bugs, or non-conformities identified during UAT shall be promptly
addressed and resolved by the Developer at no additional cost to the Company.
5. Payment Terms
5.1. The Company shall pay the Developer a fixed fee of [amount] for the development and
delivery of the Software, payable in instalments as follows:
a. [Payment milestone 1]: 20 Lakhs upon completion of Milestone 1
b. [Payment milestone 2]: 30 Lakhs upon completion of Milestone 2
c. [Payment milestone 3]: 40 Lakhs upon completion of Milestone 3
d. [Payment milestone 4]: 50 Lakhs upon completion of Milestone 4
e. [Payment milestone 5]: 2 Crores upon completion of Milestone 5
5.2. The respective milestone deliverables' acceptance by the Company will trigger
the payment to be made within 60 days.
5.3. The Developer shall provide detailed invoices for each payment milestone,
along with supporting documentation, if applicable.
6. Confidentiality
6.1. The Developer acknowledges and agrees that during the course of this Agreement, they
may have access to confidential information belonging to the Company, including but not
limited to business plans, financial information, customer data, and trade secrets.
6.2. The Developer shall maintain the confidentiality of such information and shall not
disclose, use, or reproduce it for any purpose other than the performance of this Agreement,
unless otherwise authorized in writing by the Company.
6.3. The confidentiality obligations under this section shall survive the termination or
expiration of this Agreement.
7. Warranties and Representations
7.1. The Developer guarantees that the Software created under this Agreement will be an
authentic creation and will not violate any intellectual property rights of third parties.
7.2. The Developer guarantees that the Software will be devoid of any defects in materials
and workmanship for a specific period of time, which is 2 years starting from the date of final
approval by the Company.
8. Termination
8.1. If one Party breaches this Agreement in a significant manner, the other Party has the
right to terminate it. However, the non-breaching Party must provide written notice of the
breach and a reasonable opportunity for the breaching Party to resolve the issue. This
opportunity cannot be less than 40 days.
8.2. If the agreement is terminated, the Company is responsible for compensating the
Developer for any work that has been completed up until the termination date. Additionally,
the Developer is obligated to transfer all finalized work and materials to the
Company.Company.
9. Governing Law and Dispute Resolution
9.1. The laws of India shall govern and interpret this Agreement.
9.2. The resolution of any disagreements arising from or related to this agreement will be
accomplished through a binding arbitration process in accordance with the regulations
outlined by Raven Arbitrations company.
10. Entire Agreement and Amendments
10.1. The complete agreement between the Parties on the subject matter is contained in this
Agreement, along with all exhibits and attachments. It replaces all earlier or concurrent
agreements, representations, and understandings, whether in writing or orally communicated.
10.2. Any changes or alterations to this Agreement are required to be documented in
writing and endorsed by authorized representatives from both parties involved.Parties.
IN WITNESS WHEREOF, Any changes or alterations to this Agreement are required to be
documented in writing and endorsed by authorized representatives from both parties
involved.
Ryan IT Solutions By:
Name: Mantra Sehgal
Title: CEO of Ryan IT Solutions
Vihaan Roy By:
Name: Vihaan Roy
Title: Developer