Or, download the standard PDF template.
Over the last few years, users who own a smartphone have increased dramatically. In the United States, 64% of the adults currently own a smartphone of some kind, and for a considerable part of them, these devices are the only way to connect to the Internet. Applications are one of the major reasons behind the success of smartphones in the mobile world. That's why you may be interested in drawing up a freelance app development contract or software development agreement whenever a new mobile application development quotation template is accepted.
On the go users often rely on mobile apps in order to find the information that they need. Mobile app development has become crucial for any company that wishes to provide potential customers with better user experience. Mobile apps allow users to get easy access to the company services, and also let them receive notifications or alerts that may pique their interest.
The demand for mobile app development is expected to grow in a way that IT organizations will find it difficult to meet. Due to the increasing number of people owning a smartphone, more and more companies are trying to acquire the necessary tools in order to face the new market challenges. Therefore, the demand for freelance app developers is particularly high. If you are interested in working in this field, it's critical that you use a solid freelance app development contract or software development agreement.
From user research to the actual, the help of a freelancer may be required at different stages of the creation process. Then, before you draw up a software development agreement with your client, you'd better know exactly what you are required to do and specify that any additional work will be charged. You need to know what you will be paid for, and also when the payments are due. Thanks to an accurate freelance app development contract or software development agreement, you'll be able to focus only on your work and get peace of mind.
Now that you know your services are in great demand as a freelance app developer, you need to set up a strong business to start making profits. And as we’ve said, for you to be successful in your freelance business, you need to have an app development contract in place. Working with a contract as a freelancer protect both you and the client. Therefore, you must have an app development agreement as a freelance developer.
If you’re drafting an app development contract for the first time, designing one can be difficult. However, you don’t need to worry. We’ve got several app development agreement pdf online, and so, drafting one should be easy. But even then, you should know what makes a good app development contract so that you can design one that works for both you and the client.
To help you design an app development agreement, we’ll take you through some of the clauses that must be included in the contract. Well, most app development contract templates contain these sections, but you should have an idea about them to know what’s expected of you at every point.
Let’s have a look below.
1. Time frame of a mobile app development contract template
Time is an important aspect of the freelance business. As a freelancer, you’re required to deliver on time to maintain a good relationship with your client. Usually, every project has a deadline and as a freelancer, you need to work within the given timeline. That’s why you need to have an app development contract as a freelance developer.
A good freelance app development agreement outlines the time that you’ll take to complete the given tasks. Let the client know how long it’s going to take you to deliver the project. The best way to do this is to divide the given tasks into portions and allocate time for each. As you do this, try as much as you can to be honest. Well, it’s tempting to make the client feel you’ll complete the given tasks faster, but only set deadlines that you can achieve. At the end of the day, your client expects you to deliver, and anything below what you promised can interfere with your relationship with them.
As you draft your app development contract, you can consult with the client to know the length of time they expect the project to take. From here, you can set time frames that are in line with their goals.
2. Include terms of payment in your mobile app design agreement template
Like any other business, freelance work is all about getting cash into your pocket. As such, you need to spell out your payment terms clearly in the app development agreement. In most cases, freelancers tend to disagree with clients during payment. Sometimes, you may end up receiving lower than you expected or even receive payment late. After working so hard to complete the client’s project, that’s the last thing you’d expect from them. Therefore, to be safe, your mobile app development contract should contain your payment terms. How much do you expect the client to pay on completing the project? What’s your payment deadline? Your mobile app development contract should answer these questions.
To make it easier for both you and the client, try to spread the cost throughout the project. Like what does the client need to pay on completing each section? In that way, you’ll receive payment as soon as you complete the given tasks. Make sure all the charges are included in the contract. Avoid hidden costs that come at the end of the project. Clients like working on a fixed budget, and they may not be happy if they realize they have to pay more than what they expected.
3. Scope of work section of a mobile app development contract
The most important part of the mobile app development contract is the scope of work. For you as a freelancer, you need this part more than the client. You’ll be the one doing the tasks, and if you don’t spell out your scope of work, you’ll end up offering services that the client is not willing to pay for. To be on the safe side, highlight the scope of your services clearly in the contract.
What will you be doing for the client? Will you be offering extra services? If so, how much will they cost? Your mobile app development contract should answer these questions. Usually, some clients may want you to offer extra services as a bonus. If you’re fine with that, then there’s no problem. But even then, you need to highlight that in your contract.
As a freelancer, you should always try to maintain a good relationship with the client. And part of that is offering the services they expect, but of course, not going beyond what they’re willing to pay for. So, be sure to agree with your client before you start working on the project.
4. Termination of a mobile app design contract
While you expect to work on the project until completion, things might happen along the way, and there might need to terminate the contract. Well, just like any other agreement in the business world, there should be termination procedures to guide both you and the client. In that way, you can reach a fair deal in case of a cancellation.
As a freelance developer, your mobile app development contract should state clearly the terms of cancellation, in case the client feels like they’re not going to continue working with you. The terms should be fair in that none of you is going to be disadvantaged. For instance, in case you’ll have completed a portion of the project at the time of cancellation, how much payment do you expect? And this depends on who terminates the contract. Again, do you need a notice period before the cancellation? Ensure you highlight these points in your mobile app development contract.
5. Cover dispute resolution in your mobile app development contract template
While as a freelancer you’ll always try your best to please the client, sometimes you just disagree. Even so, that doesn’t mean you call it quits. Somehow, you’ve got to keep the fire burning and achieve more together. As such, your mobile app development contract should define how you’ll resolve those disputes that may arise in the course of work.
Do you need to seek the counsel of a third party in case of a dispute? Can you resolve it between the two of you and sign an agreement on the same? Your mobile app development contract needs to answer this. As you draft this section, work closely with your client to know their thoughts and views about it.
Working with a contract as a freelance developer is very important. Therefore, you need to include all these clauses for your mobile app development contract to be complete.
Smartphones use has dramatically changed each aspect of our lives, often for the better. The famous slogan by Apple 'There's an app for that' says it all. Mobile apps help users to get the information they want quickly, without wasting time on internet searches. Due to the fact that this is a growing trend, if you own app design skills you'd better check our mobile app design contract template.
The number of mobile apps which are currently available on the major app stores has passed 3 million. This number is expected to rise because most of the companies are becoming aware of the importance of mobile apps for their business. With this in mind, you might consider starting a brilliant career in the app design.
Before starting working for your client, do not forget you both sign a regular app design contract. Sometimes freelancers do not get paid for their work because of unclear terms. For this reason, you and your client must agree on the scope of your work: what exactly you will do, what is the deadline and so on. You have to write the payment details: how much you will get paid and how. Finally, don't forget to include a clause on the intellectual property. Make sure it will be transferred over to your client only once you get paid.
Below is a list of clauses it's recommended to pay close attention to:
6.1. Cover intellectual property rights in your mobile app development contract template
This will ensure that you and your clients understand belongs to who right at the beginning. The developer owns the app to the creative content. These rights are given for the duration of time for you to expressly use what you have designed. If not it is stipulated at what point you give up the ownership of the app. This will protect you from being exploited by third parties who will claim rights revenues at a later date. Considerations have to be substantial in terms of money or any other promise. You can be promised part of the sales after the app is floated in the market and you can choose to grant whatever rights you think appropriate for your work.
This encourages innovation without having to worry about exploitation of or your ideas being stolen. Does the agreement limit you from making the same software for the client’s competition? These basics, should be thoroughly addressed, deliberated, and drafted into an agreement by a competent lawyer. This will save you plenty of legal pain and expenditure if questions arise in the future concerning intellectual property, licensing requirements, and the general transfer of rights.
6.2. Include a schedule of payments in the mobile app design agreement
This will clearly state when and how the payment for designing the app will be delivered. It must include the amount to be paid and the intervals right from the initial payments. This will protect you from being swindled after all the hard work. You include in the mobile app design contract template if the payment terms will be weekly, bi-monthly or a down payment, amount to be billed, Bank account details interests of late payments, currency conversion rates, and also bank transfer fees.
6.3. Cover dispute resolution in your app development contract
You also need to include how to solve any arising issues in the mobile app maintenance contract template. It is vital to agree to settle any disagreements out of court and save time and money for all the parties concerned. Negotiation and mediation would be a simple and cheaper way especially to you the app designer, since the client may have the advantage of the resources at their disposal. You must remember you waive the right to go to court during contract formulation. Sometimes you may need to involve a third party during conflict resolution, and this should also be included in the initial contract.
6.4. Mention timeframes in the mobile app design contract
It is good to agree on what is expected of you and assure the client on the deliverables and on time. It will also ensure you as the developer stays on track with your goals and expectations in delivering the project. Establishing realistic completion time will give you time to make a good app and allow you to deliver quality work. Consider the size of the project and make appropriate adjustment to allow you to complete the job. Ensure the delivery time you agree on conforms to your needs. Include whether you will be giving weekly or daily reports of the work in progress status and if you will have different timelines for the various phases of the project. Be sure to allow yourself extra time to cover for any unexpected delays in completing the project. Every small time detail should be included in the design contract to prevent future problems. For example, if there is a relative date for completion does is include the start date, or the time the app is tested? Does it include the time of signing off the deliverables? Everything should be clear to both you and the client.
6.5. Scope of work in a mobile app development contract
The scope of work describes the work timelines, prices, requests and setting of the work. It should give a clear picture of the complete project needs for both parties. It assists you the app designer to have a smooth flow of work contract and building of collaboration between you and the client. The support the client will offer to make the project a success including user account access to company servers and logos. The scope should be detailed enough to cover all the functionality of the app without dwelling so much on the technical aspects which can make it hard to comprehend. The software under which the app will be supported should be captured in the scope. A well-elaborated app design contract will be clear on the regulations, standards of work and requirements for efficient completion of the project. The scope of work will guide you in charging extra fees for work done beyond what you had initially agreed on the mobile app design contract template. It should be as precise to enable you to charge extra fees for any additional work. A good scope of work enhances your credibility and professionalism in conducting business.
6.6. Your independence using the app developer contract
This clause will serve to remind the client that you are a self-regulating developer and not anybody’s employee. The app contract gives you the independence to direct the project, work on your own time schedules and deadlines. The client does have any exclusive rights to control or order you at any point in the work arrangement.
6.7. Disclaimers section of the mobile app development agreement
Disclaimers in app design contract will ensure the client provides the necessary resources you need in a timely manner so that the project is completed on time. A clause in the initial mobile app maintenance contract template provides for the change of terms in case of unnecessary delays. The clause will state that the agreement is binding until a specific date after which it can be altered. This ensures the client doesn’t put on hold the project for a long time where you will need to update the pricing of the project and adjust work schedules. Disclaimers also protect you and your client from liability in the case where a user is affected by using the information in the app. App information cannot be substituted for professional expertise, and it should be expressly stated as so.
6.8. Revisions, warranty, and maintenance section of the app development contract
Your app design contract should capture what happens in the event that you are done with the app, and the client discovers some anomalies and corrections that need to be made. Whether and how much you are to be paid will be included here and how long after completion of the app you are prepared to repair any broken parts. However much effort you put in there are some clients who are perfectionists and will never decide the app is finished or good enough for their expectations. This clause formulates and lays down a practical number of specific revisions that you need to make on the app.
A maintenance agreement protects your long-term interests after you have finished the work. Warranties allow the other party contract rights to go to court for costs if the contract was contravened. It should also state when you will be considered to have completed the project and changes you need to make to the final product.
6.9. Termination of a mobile app development contract
There are instances when you and the client can no longer function together for a myriad of reasons. You should factor what happens in a case such a scenario arises. The contract should stipulate what happens if any of you frustrates the other in the course of the project and show what damages, expenses, and losses are to be paid. It should state specific circumstances the design contract should be ended. It should also show if you will need to complete any phase of the project. The procedure of giving notice to the other party on the intention to terminate should also be clearly stated. For example, 'This agreement can be ended by either party giving to the other not less than three months written notice.' A killer fee in case of termination of contract should be paid to you the developer to protect you from losses and time spent.
6.10. Include background technology in the mobile app developer agreement
App designing includes various development tools, program data, and routines that will all contribute to the final product. Display menus and data storage also form part of this aspect of app development. This is referred to as background technology to the app. If you transfer ownership of the software aspect to the client, it means he may end up with the background technology as well. Make sure the app design contract enables you to retain the ownership of this material. The contract should only give the client the non-exclusive license to use the material.
6.11. Payments and expenses section of the app development contract
The exact fee for the designing of the app should be included in the mobile app maintenance contract template. It may be appropriate to allow for changes in the price if unexpected events happen. This segment of the contract should state the total costs of the project and duration of completion of the project. Every small change must be agreed upon and put down in the contract. This idea is to have both parties on the same page before the commencement of the project. The contract should include how much the client will have to pay and what happens when payment is delayed. Remember that some projects may require taxes to be paid to the government and the contract should indicate who pays them. There should also be a clause protecting you against the changing goals of the project in the future. You may request a clause to stipulate if the project significantly changes, the price of the work may be re-negotiated. When you are supposed to travel to work, all expenses should be reimbursed by the client, and this should be included in the app contract.
6.12. Hosting and app store submissions
The agreement should clearly state where the app will be hosted. It’s important to understand if you have the capacity to host the app on your servers or the client will do the hosting, or it will be hosted by a third party. It will also state who pays for the hosting if done by a third party. If you will be uploading the app in your app store or the client will handle the process should clearly be indicated in app design contract.
6.13. Acts of God
These are acts which are beyond human control and should bear a clause in the mobile app design contract. These provisions remove liability and losses resulting from such events on your part as the developer of the app. Foods, fire, earthquakes, war or any disruption which are not beyond your control should not make you liable in any way. When enshrined in the contract it protects you from carrying the burden of delays caused by unforeseen occurrences which may disrupt the expected completion of the project.
7. How to create an app design contract template
Over the last few years, there has been a drastic rise of App designers. This is partly due the demand for applications, both for smartphone users and laptops. Many people today own these gadgets around the world and this makes it ideal to use these Apps daily. Most of the time we do not know what it takes to have these Apps in our gadgets; ready to use. The smartphones could not have been successful without applications. That's why it is crucial for any App developer to have an example App design contract.
Users love apps because they help bridge the gap of accessing free solutions that could not have been possible without them. How quickly they can be found without much struggle makes them popular among users. App development has become very critical for any company that wants to satisfy its clients in service delivery. These apps make it easy to access the company services and give notification and updates on the go. Contractors of these apps do it under the protection of an agreement between them and the clients they develop these apps for. Full assignment of the payment by the client is one aspect of an app design contract. It is a mutual professional agreement between two parties in a business deal.
The demand for mobile app development has made every graduate and person who loves to develop apps to join the club of app developers. Nonetheless, for you to be paid for your work you need to be fully organized. The only way to stay focused and serious is by having an app development contract, that protects you from exploitation or infringement of your rights.
From the easiest steps of user research to the actual development of an app, a freelance app developer will be needed in every step of the creation process. However, before you think of drafting a contract you should check out some of the example App design contracts for guidelines. The guidelines will help you write a contract with no loopholes and simple to understand. The contract should entail your payment details and the time you intend to complete the whole project. The App design contract features an agreement to the project completion at the request of a client for an acceptable fee. The deadline is also part of the contract that is agreeable by both parties. The app developer comes to an agreement with the client that he is going to be the sole owner of the Work; free from plagiarism and original. Before finishing the project and handing in, your example App design contract should give provision for editing and proofreading in the event of any mistakes cited by the client. The designer will cooperate with Client in editing and otherwise reviewing the work before completion and launch.
Contracts are not fun. They are long to read boring to understand, and you can’t wait to get over with and sign the dotted line. These contracts are important legal documents that are meant to protect you and the client. The laws governing app design are complex and confusing, but you need to get a grasp and understand them before you commit to the project. They should be written in a simple, straightforward language which is easy to understand and eliminate doubts. It’s good sometimes to try and wear the shoes of the client while drafting a contract. What would you like to see and read in a contract? From that point, you will formulate a simple, uncomplicated contract.
Before you sign the fine print on the dotted line, read every single word carefully. Don’t sign when you are not sure and never leave blank spaces on the design contract. This will prevent any additions to be included after you have signed the document. Allow enough time to understand everything before you append the signature. Engage the services of a good lawyer to review the contract and help you grasp the legal mumbo jumbo of the details for your own safety. Being familiar with app design contracts is a major difference between a person who simply makes apps and another who does so professionally. By understanding the legal jargon and professional relevance of contract structure, brilliant designers can take advantage of the existing increasing demand for app development.
This Contract is between Sample Client (the "Client") and John Doe (the "Developer").
The Contract is dated [the date both parties sign].
1. WORK AND PAYMENT.
1.1 Project. The Client is hiring the Developer to do the following: The Developer will assist the Client with mobile app development services.
1.2 Schedule. The Developer will begin work on August 21, 2020 and the work is ongoing. This Contract can be ended by either Client or Developer at any time, pursuant to the terms of Section 6, Term and Termination.
1.3 Payment. The Client will pay the Developer a rate of $100.00 (USD) per hour. Of this, the Client will pay the Developer $700.00 (USD) before work begins.
1.4 Expenses. The Client will reimburse the Developer's expenses. Expenses do not need to be pre-approved by the Client.
1.5 Invoices. The Developer will invoice the Client weekly. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 5.0% per month on the outstanding amount.
1.6 Support. The Developer will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.
2. OWNERSHIP AND LICENSES.
2.1 Client Owns All Work Product. As part of this job, the Developer is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Developer works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Developer hereby gives the Client this work product once the Client pays for it in full. This means the Developer is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
2.2 Developer’s Use Of Work Product. Once the Developer gives the work product to the Client, the Developer does not have any rights to it, except those that the Client explicitly gives the Developer here. The Client gives the Developer permission to use the work product as part of the Developer's portfolio and websites, in galleries, and in other media, so long as it is to showcase the Developer's work and not for any other purpose. The Developer is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.
2.3 Developer’s Help Securing Ownership. In the future, the Client may need the Developer’s help to show that the Client owns the work product or to complete the transfer. The Developer agrees to help with that. For example, the Developer may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Developer, the Developer agrees that the Client can act on the Developer’s behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Developer after spending reasonable effort trying to do so, the Developer hereby irrevocably designates and appoints the Client as the Developer’s agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Developer and on the Developer’s behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).
2.4 Developer’s IP That Is Not Work Product. During the course of this project, the Developer might use intellectual property that the Developer owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Developer is not giving the Client this background IP. But, as part of the Contract, the Developer is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Developer cannot take back this grant, and this grant does not end when the Contract is over.
2.5 Developer’s Right To Use Client IP. The Developer may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Developer to build a website, the Developer may have to use the Client’s logo. The Client agrees to let the Developer use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Developer’s job. Beyond that, the Client is not giving the Developer any intellectual property rights, unless specifically stated otherwise in this Contract.
3. COMPETITIVE ENGAGEMENTS. The Developer won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Developer asks for permission beforehand and the Client agrees to it in writing. If the Developer uses employees or subcontractors, the Developer must make sure they follow the obligations in this paragraph, as well.
4. NON-SOLICITATION. Until this Contract ends, the Developer won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Developer puts out a general ad and someone who happened to work for the Client responds. In that case, the Developer may hire that candidate. The Developer promises that it won’t do anything in this paragraph on behalf of itself or a third party.
5.1 Overview. This section contains important promises between the parties.
5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
5.3 Developer Has Right To Give Client Work Product. The Developer promises that it owns the work product, that the Developer is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Developer uses employees or subcontractors, the Developer also promises that these employees and subcontractors have signed contracts with the Developer giving the Developer any rights that the employees or subcontractors have related to the Developer’s background IP and work product.
5.4 Developer Will Comply With Laws. The Developer promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.
5.5 Work Product Does Not Infringe. The Developer promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Developer has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Developer has entered into or will enter into with someone else.
5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Developer if the Developer has questions regarding this project, and to provide timely feedback and decisions.
5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Developer with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.
6. TERM AND TERMINATION. This Contract is ongoing, until ended by the Client or the Developer. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Developer must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Developer for the work done up until when the Contract ends and will reimburse the Developer for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).
7. INDEPENDENT CONTRACTOR. The Client is hiring the Developer as an independent contractor. The following statements accurately reflect their relationship:
- The Developer will use its own equipment, tools, and material to do the work.- The Client will not control how the job is performed on a day-to-day basis. Rather, the Developer is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the Developer with any training.- The Client and the Developer do not have a partnership or employer-employee relationship.- The Developer cannot enter into contracts, make promises, or act on behalf of the Client.- The Developer is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The Developer is responsible for its own taxes.- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Developer or any of the Developer’s employees or subcontractors.
8. CONFIDENTIAL INFORMATION.
8.1 Overview. This Contract imposes special restrictions on how the Client and the Developer must handle confidential information. These obligations are explained in this section.
8.2 The Client’s Confidential Information. While working for the Client, the Developer may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Developer promises to treat this information as if it is the Developer’s own confidential information. The Developer may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Developer use a customer list to send out a newsletter, the Developer cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Developer written permission to use the information for another purpose, the Developer may use the information for that purpose, as well. When this Contract ends, the Developer must give back or destroy all confidential information, and confirm that it has done so. The Developer promises that it will not share confidential information with a third party, unless the Client gives the Developer written permission first. The Developer must continue to follow these obligations, even after the Contract ends. The Developer’s responsibilities only stop if the Developer can show any of the following: (i) that the information was already public when the Developer came across it; (ii) the information became public after the Developer came across it, but not because of anything the Developer did or didn’t do; (iii) the Developer already knew the information when the Developer came across it and the Developer didn’t have any obligation to keep it secret; (iv) a third party provided the Developer with the information without requiring that the Developer keep it a secret; or (v) the Developer created the information on its own, without using anything belonging to the Client.
8.3 Third-Party Confidential Information. It’s possible the Client and the Developer each have access to confidential information that belongs to third parties. The Client and the Developer each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Developer is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
9. LIMITATION OF LIABILITY. Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Developer or both. For example, if the Client gets sued for something that the Developer did, then the Developer may promise to come to the Client’s defense or to reimburse the Client for any losses.
10.2 Client Indemnity. In this Contract, the Developer agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Developer has done under this Contract; (ii) a breach by the Developer of its obligations under this Contract; or (iii) a breach by the Developer of the promises it is making in Section 5 (Representations).
10.3 Developer Indemnity. In this Contract, the Client agrees to indemnify the Developer (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
11.1 Assignment. This Contract applies only to the Client and the Developer. The Developer cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Developer’s permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.
11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
11.3 Modification; Waiver. To change anything in this Contract, the Client and the Developer must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
11.6 Signatures. The Client and the Developer must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.
11.7 Governing Law. The laws of the state of California govern the rights and obligations of the Client and the Developer under this Contract, without regard to conflict of law principles of that state.
11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.
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