Software Development and Consulting Services Agreement

This Agreement outlines the terms and conditions between Truefx Infotech (“Consultant”) and the client (“Customer”) for the provision of professional services (“Services”) and deliverables (“Deliverables”) related to software development and consulting. This Agreement, along with any Statement of Work (“SOW”), project outline, letter of intent, or similar document executed between the parties, governs all aspects of the collaboration.

Payments

• Pricing: The cost for each product or service will be specified in each purchase order issued after mutual negotiation.
• Invoicing and Delivery: All products and services shall be delivered and invoiced to the Customer or its designated distributor as specified in the applicable purchase order.
• Payment Terms: The Customer agrees to pay 100% of the total payment in advance prior to the commencement of any services or delivery of products.

 Approval Process

• Acceptance Period: The Customer has seven (7) days from the receipt of the Services or Deliverables (“Acceptance Period”) to perform acceptance tests based on the agreed-upon criteria outlined in the SOW (“Acceptance Criteria”).

• Deemed Acceptance: If the Customer does not report any non-conformance to the Acceptance Criteria within the Acceptance Period, the Services or Deliverables will be deemed accepted.

 Confidentiality

• Definition of Confidential Information: Confidential Information includes any non-public information disclosed by one party to the other, in any form, including but not limited to documents, business plans, source code, software, technical data, financial information, marketing strategies, customer details, specifications, analyses, designs, drawings, data, computer programs, and information regarding personnel or affiliates. This also includes information disclosed by third parties at the direction of a disclosing party and marked as confidential within 15 days of disclosure.

• Exclusions: Confidential Information does not include information that:

  • (i) Is or becomes publicly available without breach of this Agreement.
  • (ii) Is received from a third party without breach of any confidentiality obligation.
  • (iii) Was already in the possession of the receiving party without confidentiality restrictions prior to disclosure.
  • (iv) Is authorized for disclosure by the disclosing party in writing.
  • (v) Is independently developed by the receiving party without using the disclosing party’s Confidential Information.
  • (vi) Must be disclosed pursuant to legal requirements, provided the receiving party gives prompt written notice to the disclosing party to allow for protective measures.

• Use of Confidential Information: The receiving party agrees to use the Confidential Information solely for the purpose of conducting business with the disclosing party and not for any other purpose unless agreed upon in writing.

 Intellectual Property Rights

• Ownership of Deliverables: The Customer shall own all rights, title, and interest in and to the Deliverables upon full payment to the Consultant.

• Consultant’s Pre-existing Intellectual Property: If the Deliverables include any of the Consultant’s pre-existing intellectual property (“Consultant Pre-existing IP”) necessary for the functionality of the Deliverables, the Consultant grants the Customer a perpetual, non-exclusive, worldwide, transferable, royalty-free license to use such Consultant Pre-existing IP solely in conjunction with the Deliverables.

Warranties

• Disclaimer: Except as expressly stated in this Agreement, both parties disclaim all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, non-infringement, title, and fitness for a particular purpose.

 Limitation of Liability

• Cap on Liability: The total liability of either party under this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the fees paid to the Consultant under this Agreement.

• Exclusion of Certain Damages: Neither party shall be liable for any indirect, special, consequential, or incidental damages, or loss of revenue or business profits, regardless of the cause and even if advised of the possibility of such damages.

• Essential Purpose: The limitations of liability shall apply notwithstanding the failure of the essential purpose of any limited remedy provided herein.

 Termination

• Termination for Convenience: Either party may terminate this Agreement upon sixty (60) days’ written notice to the other party.

• Termination for Cause: Either party may terminate this Agreement immediately if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.

• Compensation upon Termination: In the event of termination, the Consultant shall be compensated on a pro-rata basis for all Services provided up to the effective date of termination.

Non-Hire and Non-Solicitation

• Restriction Period: During the term of this Agreement and for one (1) year thereafter, neither party shall directly or indirectly recruit, solicit, or induce any personnel, consultant, or advisor of the other party to terminate their relationship without prior written consent.