CUSTOM SOFTWARE DEVELOPMENT AGREEMENT (FIXED PRICE)

This Custom Software Development Agreement (the “Agreement”) is made and effective from 19th Day
of June, 2017

BETWEEN: XXXX Inc. (hereinafter called as the “Customer”), located at suite 203,
awesome street, San Francisco, USA, and

AND: Developer Technologies Private Limited (hereinafter called as the

"Developer" or “Agicent”), a corporation organized and existing with its and
operations office at B-11, developers street, Noida, India

RECITALS

Whereas, Customer wishes to get the Mobile Apps and backend of their project for iPhone, iPad,
Android (Hereinafter called as the “PROJECT”) developed as per the requirements specifications sent by
Mr. John Smith (Email) with Agicent as an Email attachment Wed 21/07/2014 10:29 Indian Standard
Time.

Whereas, the “Developer” desires and offers its services to develop the Project for the Customer.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
parties hereto, intending, to be legally bound, agree as follows:

1. SCOPE OF WORK

The high level scope of work is the development of Project as per the requirements specifications sent
by Mr. John Smith as mentioned above. Creative designs and graphics development is not covered in the
scope of work of this contract; however Developer may recommend or create their own designs for the
betterment of the App.

2. ESTIMATION AND COMMERCIALS

Platform iOS, Android

Min – 2 Calendar Months, Max – 3 Calendar
Total Delivery Time
Months
Quotation (In USD) $ XYZ

Notes:
- Payments will be transferred by the customer via Bank Wire Transfer Method in US Dollars
Currency.
- The payment is based on milestones, starting with upfront fee at kick off and up to the delivery,
divided in 4 instances.

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3. ENGAGEMENT PROCESS & MILESTONE BASED PAYMENT TERMS

The Engagement Process and corresponding payment terms for this Fixed Price Project Agreement are
as follows:

3.1 Advance Payment/ Kick off Fee of 40 % of payment – The Customer will pay the 30 % of the total
cost of the project as an advance payment at the instance of agreement sign on.

3.2 Rest of 60 % payments shall be transferred as $ 20 % per completed milestones.

3.3 Graphic Design/ UI/ Creative Design/ multimedia – The customer is responsible for, and will supply
any graphics/ design/ artwork/ multimedia (sound/ video) required for the project to the developer
at either the beginning of the project, or partially during the development. Developer will however
put its recommendations; assist in graphic creation for the betterment of the App.

3.4 Collaboration, coordination – A status update on the progress of the work will be shared with the
customer on milestones basis formally by developer, and informally on weekly/ fortnight/ or as and
when required basis. Weekly status calls will also happen to discuss and review the work in
progress.

3.5 Apple’s iTune’s Store Compliance – Agicent will make sure that the app is technically compliant to
Apple’s App store guidelines, but not the business compliance. Being owner of the project idea, the
customer only will be responsible and liable for the product’s business compliance with Apple App
Store guidelines.

3.6 Simple tabular representation of the Milestone’s definition and payment schedule as per the points
mentioned above:

% of the Total Amount (in

Payment Terms Definition
Payment USD)

Kick off fee On Agreement Sign on 30 %

 App design and Architecture completed.

 Backend API partially done.
3 Weeks Lapsed  Front end Apps Alpha release initiated. NA
 Sent for test/ review of the customer.

 Backend API fully done.

 Front end Apps Alpha release completed.
6 Weeks lapsed  Sent for test/ review of the customer. 20 %
 Previously reported bugs fixed.

 Bugs or feedback escaped in Alpha release fixed.

8 Weeks lapsed  Front end Apps beta release completed. 30 %
 Sent for test/ review of the customer.
 All Apps fully completed.
12 Weeks lapsed  Sent for test/ review of the customer.
20 %
(Final Delivery)  All bugs or feedback resolved and incorporated.
 Submission to the stores if all tests are passed.
 Bug Fixing Warranty Time.
After 12 Weeks  If any bug is reported then it will be resolved on priority. NA

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 Grand Total 100 % $ XYZ

4. CHANGE ORDERS

Definition of Change Order:

Any change or modification in functionality or feature or UI of the App required by the customer which
is beyond agreed functional requirements considered in this Agreement will be considered as a
“Change” in the original specifications, and that shall be intimated to Agicent by the customer or vice
versa as a “Change Order” in writing.

Change Orders do not however cover any bug or glitch fixing produced out of the code written by Agicent
as any “bug” will be fixed by Agicent for free up to 3 months after final delivery (Bug Fixing Warranty).

5. SCOPE OF DELIVERABLES

S
Deliverable Name Given By Scope
No.
App functionality to be developed across
1. Functionality Development Agicent
both platforms, API development.
Functional requirements & UI/ Customer will supply final design,
2. Customer
Multimedia, backend access. multimedia, wordpress CMS access.
App package to be shared with the
3. Application package Agicent
customer.
iTunes and Google Play Apps to be uploaded on their respective
4. Agicent
upload stores.
Source Code to be shared with the customer
5. Source Code Agicent
once mutual liabilities are fulfilled.

6. DEVELOPMENT TECHNOLOGIES & TARGET DEVICES AND OS

The proposed technologies are as follows:

Development Technologies: iOS SDK, Objective C, Cocoa; Android, JavaSE, PHP
Target Device and OS: iPhone and iPad running OS versions 5 to 8; Android devices running 3.0
and above.

7. ASSUMPTIONS AND DEPENDENCIES

 The development and unit testing of the products will be done at Agicent premises.
 The customer shall be providing Agicent with the credentials of its Apple Developer Account’s
and Google Play account (required to creating adhoc and final releases).

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8. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
All Intellectual Property (including Source Code, Documentation, and Application Package) during the
project is owned by the Customer, and will be turned over to the Customer at the conclusion of the
project by Agicent and after the fulfillment of all commercial obligations by the Customer. The customer
is the sole owner of the developed software with full IPR.

9. TERM OF AGREEMENT

This Agreement commences on the date it is executed and shall continue until full performance by both
parties, or until earlier terminated by one party under the terms of this Agreement.

10. TERMINATION

The Customer shall, in the event of Agicent committing any breach of any of the terms and conditions of
this agreement or for any other reason considered as sufficient, be entitled to terminate this agreement
by giving 2 weeks notice in writing and it is applicable only when the project is not completed. If the
customer terminates the agreement, then the customer shall compensate the Agicent up to the date of
termination with a fee calculated on Pro-rata basis. Agicent may also terminate this Agreement by giving
2 weeks notice in writing to Customer. It is applicable only when the project is not completed. In case
Agicent terminates the agreement, it shall handover the entire project related IPR, work done till date,
and source code to the customer.

11. ENTIRE AGREEMENT AND GOERNING LAW AND JURISDICTION

This agreement supersedes all oral and written representations and agreements between the parties
including, but not limited to any earlier agreement relating to the subject matter thereof.
This agreement shall be construed, interpreted and governed by and in accordance with the laws of
India. In case the arbitration proceedings fail, an unresolved dispute between Agicent and the customer
is subject to the binding laws of India as a first attempt at formal resolution. Should arbitration fail to
reach a resolution and either party wish to pursue the dispute further, this shall be conducted within the
binding laws of India.

12. NOTICE

Any notice or other communication required or permitted to be given between the parties under this
agreement shall be given in writing at the following address or such other addresses may be intimated
from time to time:-

For Customer
Kind Attn: Mr. John Smith, CEO
located at 203, awesome street, SF, USA

For Agicent Technologies Pvt. Ltd.

Kind Attn: Mr. Sudeep Bhatnagar, Director

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B-11, sector 64, Noida, UP – 201301, India

Hence electronically, the parties have caused their common seal to be affixed to these presents and the
duplicate, the day and year first hereinabove written.

For Customer For Agicent Technologies Pvt. Ltd.

Authorized Signature Authorized Signature

Mr. John Smith, CEO Sudeep Bhatnagar, Director

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