Development Service Provider Contract

This agreement is made effective as of , by and between (the "Owner"), and of (the "Contractor"). 1. Description of Services. The Contractor will perform consulting services working toward building a functional application, including design and development of designs, web sites, software applications and mobile apps (the "Application"). The Owner shall provide specifications for the development of customized web applications. The scope of the agreement can be modified at any time by explaining in written detail the adjustments to be made. Such changes shall become effective once acknowledged and agreed upon in writing by both parties. 2. Development Team The Contractor will use qualified designers, programmers and other personnel as needed to complete tasks the ("Development Team"). All workers for the Contractor are sub-contractors and not employees. The determination of which sub-contractors to use for development work shall be the decision of the Contractor. 3. Payments It is to be expected that different types of tasks, such as those requiring specific knowledge of a programming language or other technical knowledge, will have different billable hourly rate based on the skillset required for the task. The Contractor shall advise Owner ahead of time of the rates for specific types of tasks, based on the skill sets required to complete these tasks. Written agreement should be made between both parties before commencing work on any deliverables. The Contractor reserves the right to a periodic review of hourly rates for different task types upon which time they may request a higher rate from Owner. In such case, any ongoing work should pause until written agreement has been made between the parties. 4. Term / Scheduling It is expected that communication between the Contractor and the Owner will continue throughout the course of the project to guide the work taking place. The Contractor will bill the owner at regular intervals for services rendered. 5. Ownership Rights The Owner will own all proprietary information as included in the Services, as well as all application source code, documentation, graphic designs, design concepts and content. All services provided by the Contractor, including systems, computer programs, operating instructions, unique design concepts, other documentation developed for or specifically relating the Owner's information processing, all of the owner's source documents, stored data and other information of any kind, and reports and notes prepared by the Contractor, will be "works for hire" under applicable United States copyright laws, and therefore the property of the Owner. Such work may not be used by the Contractor for any purpose except for the benefit of the Owner. Any and all such property shall be delivered to the Owner on request by the Owner. Upon request, the Contractor shall sign all documents necessary to confirm or prefect the exclusive ownership interests of the Owner. 6. Contractor's Ownership Rights and Grant of License. Notwithstanding any other provisions of this Agreement, the Services will/may include programming code that the Contractor has previously developed for its own use (the "Contractor's Prior Code"). In such cases written agreement must be reached between both parties before this code can be included in the project. This written agreement can modify Ownership Rights by permitting inclusion of existing source code for which the Contractor retains ownership rights. 7. Confidentiality Agreement by Sub-contractors The Contractor will require sub-contractors who work on projects for the Owner sign a confidentiality agreement in which each sub-contractor agrees not to share project materials belonging to the client and to only keep copies of files which are needed for ongoing project work on the Owner's project. This agreement will include an agreement by the sub-contractor to destroy any files related to the project upon termination of work on the project. The Contractor will actively control access to project materials for the Owner's projects and remove access to project materials, including code repositories, shared folders and project management systems any time a sub-contractor becomes inactive on a project. 8. Copyright Notice The Contractor shall include the following copyright notice (or any other notices requested by the Owner) to be displayed on each page of the Website, that can be viewed by a user: ""; all rights reserved."" 9. Confidentiality The Contractor will not disclose or communicate in any manner any information that is proprietary to the Owner. The Contractor will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. 10. Independent Contractor The Contractor is an independent contractor with respect to its relationship to the Owner. Neither the Contractor nor the Contractor's sub-contractors are or shall be deemed for any purpose to be employees of the Owner. The Owner shall not be responsible to the Contractor, the Contractor's sub-contractors, or any governing body for the any payroll taxes related to the performance of the Services. 11. Termination Delivery of Services may be ongoing with not set end date therefore both parties can modify or terminate Services via written communication. The Contractor shall acknowledge any requests by the Owner to terminate any project that is currently ongoing. The Owner shall provide payment for services already rendered within a reasonable amount of time after terminating work on a project.