NDA Agreement

Zumosun Soft Invention Private Limited

4/93, Chitrakoot Stadium,  Vaishali Nagar, Jaipur, 302021, Rajasthan (India)

Phone Number:0141-4910100, 9119112929

ORDER FORM FOR EXCELLENT  - NDA AGREEMENT- Sample

    Order No: ZSI Pack: ZSI50098                  Date: 27/09/2018

Agreement for Software Development

This captioned agreement is made and entered at Jaipur

 

On 11th Oct. 2018

Between Zumosun Soft Invention  Pvt. Ltd. - Jaipur

And

Company Name – Claimeye Management Pvt Ltd.

Declarations, Abbreviations & Explanations -

M/s. Zumosun Soft  Invention  Pvt. Ltd. - Jaipur

Represented by – Mr. Devendra Choudhary (Director) & Ms. Neelam Shekhawat (Partner)

Hereinafter referred to as Zumosun Soft until specified explicitly

Company Name – Mr. Dinesh Choudhary

Represented by (Either or Survivor) – Mr. Dinesh Choudhary  (Proprietor)

Hereafter referred to as CLIENT until specified explicitly.

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WHEREAS Zumosun Soft is experienced in development and implementation of software’s for Client business & Zumosun Soft is in the business of providing the Software’s as services to the Companies on the License basis;

WHEREAS Zumosun Soft desired to provide their Software Products & services to the client and have offered their Products & services to the Client

WHEREAS Client has accepted the offer proposal made by Zumosun Soft and agrees to take the Software products & services of Zumosun Soft on the following mutually agreed points.

Project Details:  Website and Mobile Application

 Hereafter called Software development   

The Software Development Process – 

Software Requirement Specification (SRS) – On the basis of proposal scope of work and mutual discussion with Client, Zumosun Soft will provide the scope of work document or SRS (Software Requirement Specification Document) to Client. The client will check all the points mentioned in this document and provide the final approval to Zumosun Soft to start the work as per Given Scope / SRS. This will be considered as Sole document for Development. Zumosun Soft will provide the delivery schedule according to this document only. 

Change Requirement Specification (CRS) Further, if a client needs any New changes / Additional Features / Customizations / Reports then Zumosun Soft will provide the CRS (Change requirement Specification– minutes of meetings) document and take it under scope after approval and clearance of advance Payment against CR (If any) and Zumosun Soft will provide the separate Delivery Schedule for the same. 

Internal Designing –Zumosun Soft will provide the Responsive Layout design as Internal Panels, This is the global requirement and made as a copyright version of Zumosun Soft for all kind of software and Zumosun Soft is not providing any customizations on panel designs if client need the changes in that also then this will attract extra charges, as well as client, need to pay the design and development both charges for customized design frame. 

Development: As per the Given Schedule Zumosun Soft Team will start work on a project for which the modules will be divided between Specialized Team like Design, Analysis, Development, Testing, QC, Training, and Support to the client. Zumosun Soft is authorized to provide the work update to the client whenever required by the client. The client will provide the proper Inputs to Zumosun Soft Team whenever required on an immediate basis if there is any  Delay in inputs then its client responsibility upon delay on delivery.

Testing – After completion of development work then the project will be given to Professional Tester to check the calculation as per Scope / SRS Document. If any problems identified then report to the developer and after final testing, the project will be ready to deliver. 

Project update –Zumosun Soft will provide the update to the client through mail on daily/ weekly basis and the client will be responsible to give feedback parallel. So it may not affect the timeline. 

Project Live Demo –Zumosun Soft May also provide the Project on Live Demo upon client request for 3 working days, so that client can do self-Testing as per the given scope of Document, if Client will found anything like Pending, Bug, Error then the client will prepare an excel sheet and send to our Support email ID, and Zumosun Soft will check that document & provide the updates @ Demo URL on highest priority & will convey results to Client. After 3 Days the demo will be automatically expired without notice. 

Go-Live – Client can provide the approval for project Go-Live on his domain, Zumosun Soft is providing the domain and Shared hosting services to the client, after completion of work and Final payment, we will host the Software, Domain and Hosting validity will be one year from the date of Project GO-LIVE. 

Final Training – Client will authorize any 2-3 Members for Training, Members will be trained for the software usage Via Online Screen share System or Meeting @Zumosun Soft HQ. This will be provided for 1-2 Times and the client can record this session for further use. Zumosun Soft is not providing any user manual related to training. 

Free Technical Support –Zumosun Soft will provide free technical support) for the first  2 months from the date of the “Go live” Stage (Original Domain). To avail, the technical support Client needs to send proper Excel sheet to our Support Email ID or may call at Technical Support number as per the Support time Period mentioned on the website. After free support period client can go for the Annual Maintenance Contract. The charges for the AMC will be 10% of the actual project cost per month (Original Proposal Cost + CRS Cost – If added). It will depend on user traffic support includes the errors, Bugs, reporting related issues and functional problems. Support is not included Web Design Changes, Internal Panel Design Changes, New Pop-up and other designing, additional functionality, additional Job work other than in scope. 

Support Limitations. -Zumosun Soft is getting 3rd party services like Domain, Hosting, ISP, NSP, Recharge API, Payment Gateway API or other APIs as there are separate specialized vendors of the same, and all companies cannot set up in-house as they are a different business in nature and companies taken their services. Zumosun Soft is very much authenticated on the selection of vendors for these 3rd party services to get immediate support, an assistant from them if any issues occur so that Zumosun Soft can update to clients if any issues facing from 3rd Party Services. Zumosun Soft is authorized to provide proper information received from its vendors, Zumosun Soft will try providing the solution for Third-party issues but will not be responsible for delay and time took on this, and the client also need to co-operate in such cases to get the resolution. 

Offline System Support: Zumosun Soft is not providing any offline support for the problems in client PC, Firewall issues, Networking Issues, ISP connectivity issues operating system, or any other hardware or other software. As these don’t come under our area of scope. 
 

Intellectual rights – This software is the Copyright product of Zumosun Soft. Zumosun Soft has authorized and is original creators of the software Source code, Logics, internal Design and Database Structure. Zumosun Soft is authorizing its client to use the License software which is developed based on SRS and Concept of Client. The client can use this software. The complete copyrights of the software are reserved with Zumosun Soft. The client cannot duplicate copy and modify the software or any part of it without the written permission of Zumosun Soft. We are not providing any source code at any cost. 

Warranties 

Any Complex software can never be perfect without any bugs, errors and defects, but in support period its responsibility of Zumosun Soft to resolve such issues if occurs within support period. Developer gives no warranty or representation that the Software will be wholly free from such defects, errors and bugs. 

The Developer has designed the Software to work in the Environment, and the Developer does not warrant or represent that the Software will work in any other hardware or software environment. 

The Developer will not and does not purport to provide any legal, taxation or accountancy advice under this Agreement or in relation to the Software and (except to the extent expressly provided otherwise) the Developer does not warrant or represent that the Software will not give rise to any civil or criminal legal liability on the part of the Customer or any other person. 

Non-Disclosure of the Secrecy –Zumosun Soft & Client here with also agrees that both the parties will keep the secrecy of data, business logic & other important information about each other’s business. Both the parties also cannot appoint each other’s employee directly or indirectly without taking any permission.

Delivery Period –Zumosun Soft will convey the date of Software delivery that is 90 working days. But Zumosun Soft shall not be liable for any delay in the software development process. As software development is the vast process and has more technical issues which have to be solved by R & D work. If any delays will happen then we will intimate to the client with proper reasoning and time for completion. 

No Liability –Zumosun Soft shall not be liable for any data loss or software errors/damage for the act of the client. Zumosun Soft shall not pay any compensation nor be held responsible for the actions of the client. 

Database – Client can take the data backups in excel format as we have provided the reports in software, Zumosun Soft will not provide the database backup facility @ shared hosting resources, if a client needs to get the complete backup any time as per their wish then need to get own hosting platforms like VPS / Dedicated Resources, we advise our clients to take a regular backup on daily / weekly basis. Zumosun Soft will not assist with any server-related issue if arises in the migration process, that need to get solved by the client only. 

Functionality –Zumosun Soft is providing the functionality on the basis of scope document, and Zumosun Soft has shown the demo before finalization of the order. if the client needs any new functionality other than Scope then this process will attract the discussion and documentation on mail then Zumosun Soft will send the  CRS  (Change  Requirement Specifications – Minutes of Meeting).

Domain, Hosting and developing account   - Client provides the hosting and domain name on their level if they want this service from our company that will be extra chargeable. We also authorized Zumosun Soft to book the domain & host our website & software on the reputed web services Provider Company (Third-party). Domain and Hosting Renewal compulsory every year to continue the services, and sole responsibility of the client, the expiry date will be conveyed by Zumosun Soft Team. 

If a client needs the self-hosting server then in this case Zumosun Soft will host the Encrypted application to Clients Server (Only One Time) there and will not take any responsibility for any uptime - Downtime of website, Database backups or other hosting related issues. 

Data Transfer - If any client needs the old data transfer in the software then Zumosun Soft will send the format to client and Client need to send the records in that format, This all activity will be chargeable as per the provided excel sheet by Client, and Zumosun Soft will try its best to do such needful. But it is not obligated to make any data entry for Client in case of existing or old or any data thereof. If requested, Zumosun Soft can make separate arrangements for data entry, which may attract separate charges to be paid by Client to the Zumosun Soft. 

Zumosun Soft will put The Powered by Logo on the pages developed by us and can use the name of the client on its advertising material on website Etc. If client doesn’t need this then Client and Zumosun Soft need to sign one NDA (Non-Disclosure Agreement), Client needs to ask this agreement, In NDA the software cost will increase by 10% from the actual cost to maintain such things. 

Order once placed cannot be cancelled by the Client. Order will not be adjusted and transferred. The client is liable to pay the complete amount decided in the agreement, and there will be no Refund for any payment. 

Zumosun Soft will provide the mail at the time of completion of Project to client and ask for Training schedule and client need to convey without any delay in response. sometimes its seems that client delay in response and not provide time for training, in this case, Client will be given max 20 days of time from the date of Project Completion, in case no response then Zumosun Soft will process further for Remaining balance payments and authorized to charge Penalty.

If Client and Zumosun Soft Agreed to Make the Project live on Original Domain for any purpose and client using that software for commercial purpose but not making the remaining payment against the given payment terms in this agreement then Zumosun Soft may stop all the Live Services, Support at any time with or without notice and will not be responsible for loss if may occurs in this process. 

The Client should suggest a single person for authorized communication with Zumosun Soft so that Zumosun Soft can convey various information to the Client regarding development, security etc. All the communication will have to be made through authorized email only, and later all this communication will be considered as Electronic Evidence for any legal requirement in future 

Any breach of terms of this agreement shall entitle the other party to issue a notice demanding remedy within 30 days thereof. Failure to remedy within the stipulated time limit shall entitle the party not in breach to terminate this agreement immediately. Any Party needs to provide the Notice via Mail/ Courier on the registered address if found any breach of Terms in this agreement then other parts will provide the reply against the same and try to solve it Amicably If Failure to this then Provide a legal notice for further proceedings. 

All disputes arising in regard to any term of this agreement should be settled amicably by parties. Otherwise, parties can take the option of approaching Court for settlement of the dispute. This agreement is subject to the jurisdiction JAIPUR (Rajasthan) only.

Project Modules / Scope of Work as per Annexure I

Financial terms and conditions between parties shall be as per the Annexure-II. 

The client has to give an undertaking (As per Annexure III) that, Client will use the software developed by the Zumosun Soft for legal purpose and shall not promote any illegal work on the software which is against the law of the country in which it will be used. 

In case if Zumosun Soft has sent this agreement to Client’s mail Id then its client responsibility to revert us back along with sign and seal. 

This agreement will be in effect from the date of realization of the complete advance amount, paid by Client to Zumosun Soft. 

DECLARATION

Both the parties have read & understood this agreement carefully and also aware of the legal implications and consequences arising or may arise after signing of this agreement. Both the parties will stamp and sign every page of this agreement along with witnesses.
 

The parties have indicated their acceptance of this Agreement by executing it below. SIGNED by Mr. Devendra Choudhary (Director)

Duly authorized for and on behalf Of Zumosun Soft Invention Pvt. Ltd.

Date:11th  Oct 2018

SIGNED by Mr. Atul Pandey (Owner)

Duly authorized for and on behalf  Mr.  Atul Pandey

Date: 11th Oct 2018

Note: Signature required on all the pages on this Agreement with seal

ANNEXURE I – Scope of Work

A)  Project Deliverables

Software Name: Claimeye Management 

1.  Deliverable:

1. Informative Website 

2. Admin Panel 

3. Android App

Client Responsible

1. Website Domain 

2. Hosting Server

3. The developer account for mobile application

4. Logo

5. All Contents and final images

6. SSL certificate for security

7. API(Third-party tools for SMS and payment gateway)if required

Note:

This Scope of given as per the Final Proposal document 

Zumosun Soft will provide the SRS as per requirement upon Scope if required 

Before completion of the Scope of work document, Zumosun Soft will not take any CRS work in between. 
 

1.  Delivery Schedule

Website/ App to be delivered within 90 working day’s after the Approval of Development related document and Website/App design like Scope of Work / SRS / Client Requirements discussion any If SRS Document is Available then This will be the sole document for the Development process 
If the client will make any further amendments like Wish based Customizations, Reporting related changes then this time may increase. 

Depending on the complexity of the business logic or other unavoidable circumstances the delay can happen. Such delays will be informed to the client via mail/contact. 

Client needs to provide the required inputs on time as a delayed response may lead to delay in project completion. 

Zumosun Soft may provide the software in Live Demo environment upon request so that client can test with dummy entries and will be get flushed. 

ANNEXURE II – Project Cost and Payment Terms

Financial Terms and Conditions:

ProjectCost: INR 2 lakh/- Only, excluding applicable taxes.

Payment Terms and Conditions:

Our Milestone Payment Terms:

1

ANNEXURE III – Declaration for Software usage

This is to certify that we have developed software from Zumosun Soft.

Hereby we certify that the said software will be used for Legal activities and doing lawful business as per the law of the country in which it will be used. We will make sure that this software will not be misused by any of our re-preventives. We will be fully responsible for any misuse of the said software & website.

Authorized Signature,

Company Name: Claimeye Management ( Owner)

Client Name: Mr. Atul Pandey

Date – 11-Oct-2018