Software Error Detection and Correction Agreement

Updated atMarch 2010

"This contract, is made at...................on this.....................day of.............. 20........

BETWEEN

................................Limited a company registered under the Companies Act, 1956 and having its registered office at.................(hereinafter referred to as "CLIENT") which expression shall unless it be repugnant to the context or other wise shall be deemed to include its successors and assignees

AND

.................................. Limited a company registered under the Companies Act, 1956 and having its registered office at.................(hereinafter referred to as "SUPPLIER") which expression shall unless repugnant to the context or otherwise shall be deemed to include its successors and assignees.

WHEREAS the CLIENT has approached the SUPPLIER for writing certain software programs as described in the agreement.

WHEREAS the SUPPLIER has agreed to write software programs for the CLIENT and to provide other required services enumerated in and upon the terms and conditions contained in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and obligations between the parties thereto, it is agreed as follows:

I - Definitions

In this Agreement, unless the context otherwise requires, the following expression shall have the meaning hereinafter assigned to them:

Acceptance Date: means the date on which the Programs are accepted (or deemed to be accepted] by the Client;

Budget: means the budget giving all the relevant details as to quality, quantity and projected cost etc., to be prepared and agreed for each Budget Year;

Budget Year: means each period of 12 months or less in the event of a termination during the currency of the agreement;

Guidance Plan: means the training provided by the Supplier for the use of the Programs by the Client's staff the details of which are set out in Schedule...

Completed Programs: means fully installed, and tested and accepted programs;

Equipment: means the Client's computer hardware and associated peripherals equipment specified in Schedule..or such other equipment as may be agreed between the parties;

Execution Plan: means the time Schedule for the completion of the Phases of preparation and delivery of the Programs as specified in Schedule...

Finishing Date: means the date specified in the Execution Plan by which the Supplier is to provide the Completed Programs, or such extended date as may be set pursuant to any provision of this Agreement;

  1. Maximum Cost: means the sum specified in Schedule... to this agreement

  2. Operating Manuals: means the operating manuals to be prepared by the Supplier;

  3. Operative Specifications: means the specification in accordance with which the Programs are to be written;

  4. Phase: means a Phase of the Execution Plan;

  5. Price: means the price to be paid by the Client for the Services as specified in Schedule...

  6. Programs: means the applications/computer programs to be written by the Supplier;

    16 Services: means the services to be provided by the Supplier under this Agreement;

  7. Testing Date: means the date on which the Supplier attends the pro-gram[s] tests on the Client's premises.

    II - Covenants

    Services to be provided

    (a) The Supplier agrees to:

    (i) Write the Program [s];

    (ii) Successfully install the Program [s] on the Equipment;

    (iii) Provide the Completed Program [s] by the Finishing Date; and

    (iv) Provide Operating Manuals and training;

    Supplier's Acceptance

    (a)

    The Supplier accepts that the Programs are to be used by the Client in conjunction with the Equipment and the client's existing...operating system.

    (b)

    The Supplier also accepts that it has been supplied with sufficient information about the Equipment and the said operating system to enable it to write the Programs in accordance with the Operative Specifications for use with the Equipment and the said operating system.

    (c)

    The Supplier shall not be entitled to any additional payment nor excused from any liability under this Agreement as a consequence of any misinterpretation by the Supplier of any matter or fact relating to the functions, facilities and capabilities of the Equipment or the said operating system.

    Program writing

    (a) The Supplier shall write a seriesof applications programs in...... language and version specified in the schedule.......

    Delivery and installation of program

    (a) The Supplier shall at the agreed Phase deliver to the Client:

    (i) One copy of the object code of the Programs in machine readable form on the storage media as specified by the Client;

    (ii) Certified copies of the data and results of tests carried out by the Supplier on all parts of the Programs before delivery; and

    (iii) The Operating Manuals.

    (b) The Supplier shall also successfully install the Programs on the Equipment.

    Operating Manuals

    The Supplier shall prepare and provide the Client with..copies of a set of operating manuals containing sufficient information to enable the Client to make full and proper use of the Programs in combination with the Equipment and the Client's........operating system. additional copies of the Operating Manuals shall be supplied by the Supplier at a reasonable charge.

    Training to staff / employees of client

    The Supplier undertakes to provide training in the use of the Programs for the Client's staff / employees in accordance with the Guidance Plan. Additional training required shall be provided by the Supplier upon reasonable written notice at its standard charges.

    Maintenance Agreement

    The parties shall enter into a separate maintenance agreement on the Acceptance Date in respect of the Programs and the Operating Manuals.

    Meetings of representatives

    The parties shall ensure that their Authorised representatives will meet every

    quarter to discuss and assess the progress of the Services.

    Provision of required Information

    The Client shall provide all information and documentation reasonably requested by the Supplier to enable the Supplier to prepare and write the Programs and the Operating Manuals. Such information and documentation shall be subject to the provisions of confidentiality contained in the agreement. The Client shall ensure that it provides the Supplier with such access to its staff as may be reasonably required for the purposes of the provision of the Services.

    Staff / Employees

    The Services shall be provided by the employees of the Supplier mentioned in Schedule... or such other persons as may be approved by the Client in writing. If particular Supplier's employee crucial to the success of the project, the client may seek commitments that they will work full time on the project and/or shall not be removed from it without the client's consent.

    Provisions of Computer facilities

    The Client agrees to provide the Supplier free of charge during the Client's normal business hours with reasonable computer facilities as may be necessary to enable the Supplier to prepare, write, test and install the Programs.

    Testing and acceptance

    (a) On or before the completion of Phase..the Client shall accept the Supplier's test data, which is appropriate to test whether the Programs are in accordance with the Operative Specifications and whether the programs produce the...

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