In this Agreement, unless the context otherwise requires, the following terms shall bear the meanings respectively ascribed to them hereunder, and cognate expressions shall be construed accordingly.

"Agreement" shall mean this Software Development Agreement, together with all recitals and any duly executed written amendments, addenda or variations hereto agreed upon by the Parties in accordance with the provisions set forth herein, and shall constitute the entire and exclusive statement of the contractual arrangement between the Parties with respect to the subject matter hereof.

"Software" shall mean the custom computer program or programs, in object code and source code form, together with any related data, interfaces, modules, libraries, scripts, configurations and Documentation, that the Developer is to design, develop, test and deliver to the Client pursuant to the Specifications and in accordance with the Delivery Schedule set forth herein.

"Specifications" shall mean the written functional, technical, performance, interface and acceptance requirements applicable to the Software, as further described in the body of this Agreement under [Specifications Reference] and as the same may be amended from time to time pursuant to the Change Request Procedure.

"Services" shall mean the professional software development, design, programming, configuration, testing, delivery, remedial and support services to be rendered by the Developer under this Agreement, performed remotely from the Developer's premises in [Country].

"Milestone" shall mean each discrete stage of the development of the Software identified in the Delivery Schedule, to which a specific deliverable, due date and portion of the Fees are respectively allocated.

"Acceptance Date" shall mean the date on which a Milestone deliverable or the Software, as the case may be, is deemed accepted by the Client pursuant to the acceptance testing provisions of this Agreement.

"Confidential Information" shall mean any and all non-public information disclosed by one Party to the other, whether orally, in writing, electronically or by any other means, which is identified as confidential or which, by its nature or the circumstances of its disclosure, ought reasonably to be understood as confidential.

"Intellectual Property Rights" shall mean all intellectual and industrial property rights of whatsoever nature, whether registered or unregistered, including, without limitation, copyrights and related rights, patents, utility models, trademarks, service marks, trade names, designs, database rights, rights in know-how, trade secrets and all applications for and rights to apply for the foregoing, subsisting anywhere in the world and for the full term thereof, including all renewals and extensions.

Words importing the singular shall include the plural and vice versa; references to any gender shall include every gender; headings are inserted for convenience only and shall not affect the construction of this Agreement; and the words "include", "including" and "in particular" shall be construed as being by way of illustration and without limitation.

The Developer shall, in consideration of the Fees payable hereunder, design, develop, test and deliver the Software and perform the Services strictly in accordance with the Specifications, the Delivery Schedule and the other terms and conditions of this Agreement.

The Specifications of the Software shall be as set forth in [Specifications Reference], detailing without limitation the functional requirements, technical architecture, user interfaces, supported platforms, programming languages, third-party components, data flows, performance criteria and acceptance criteria agreed upon by the Parties as of the Effective Date.

The Services shall be performed remotely from the Developer's own premises located in [Country], using the Developer's own equipment, tools, software environments and internet connectivity, save where the Parties expressly agree otherwise in writing. The Developer shall not be obliged to attend the Client's premises in person at any time.

The Developer shall perform the Services with reasonable skill, care and diligence and in a professional and workmanlike manner consistent with generally accepted standards prevailing in the custom software development industry, and shall allocate suitably qualified resources to the performance of its obligations hereunder.

Any services, features, functionalities, deliverables or activities that are not expressly described in the Specifications or elsewhere in this Agreement shall be deemed to fall outside the scope of this Agreement, and shall be performed, if at all, solely pursuant to a duly executed Change Request in accordance with the Change Request Procedure, and against payment of additional Fees.

The Developer shall be entitled to engage subcontractors, freelancers or third-party suppliers to assist in the performance of discrete portions of the Services, provided that the Developer shall remain responsible to the Client for the acts and omissions of such subcontractors as if they were its own.

The Parties expressly acknowledge that the Developer is engaged as an independent contractor, and nothing in this Agreement shall be construed as creating a relationship of employer and employee, partnership, agency, franchise or joint venture between the Parties.

The Developer makes no representation or warranty that the Software shall satisfy any requirement of the Client that is not expressly set forth in the Specifications, and the Client acknowledges that it has relied on its own skill and judgement in defining the Specifications.

Upon completion of each Milestone, the Developer shall deliver to the Client the corresponding deliverable, together with such Documentation as is reasonably necessary to enable the Client to conduct acceptance testing in accordance with this section.

Within [Acceptance Testing Period] days following the date of delivery of a Milestone deliverable (the "Testing Period"), the Client shall, at its own cost and risk, test the deliverable against the acceptance criteria set forth in the Specifications applicable to such Milestone and no other criteria.

Where the Client determines, acting reasonably and in good faith, that the deliverable fails in a material respect to conform to the applicable acceptance criteria, the Client shall, prior to the expiry of the Testing Period, serve on the Developer a written notice of rejection specifying in reasonable technical detail each alleged non-conformity, failing which such deliverable shall be deemed accepted.

The deliverable shall further be deemed accepted upon the earliest of (i) the Client's issuance of a written notice of acceptance; (ii) the expiry of the Testing Period without delivery of a valid notice of rejection; or (iii) the Client's use of the deliverable in a live, production or commercial environment.

Where a valid notice of rejection is served, the Developer shall, within a reasonable period commensurate with the nature and complexity of the non-conformities, use its reasonable endeavours to remedy the material non-conformities expressly identified therein and resubmit the deliverable for a further round of acceptance testing on the same terms, mutatis mutandis.

Minor defects, cosmetic imperfections, immaterial deviations or issues that do not materially impair the use of the deliverable for its intended purpose shall not constitute grounds for rejection, but shall be recorded and addressed by the Developer during the Warranty Period pursuant to the warranty provisions hereof.

Any request by the Client, in connection with acceptance testing or thereafter, for functionality, behaviour or performance exceeding or differing from the Specifications shall be processed, if at all, exclusively through the Change Request Procedure and shall not entitle the Client to withhold acceptance.

The Developer shall perform the Services and deliver the Software in accordance with the Milestones and corresponding target delivery dates set forth in [Delivery Schedule Reference], which are hereby incorporated by reference and shall form an integral part of this Agreement.

The dates specified in the Delivery Schedule are good-faith estimates based upon the information available to the Developer as of the Effective Date, and time shall not be of the essence in respect of the performance of the Developer's obligations under this Agreement.

Each Milestone shall be deemed completed upon acceptance (or deemed acceptance) of the corresponding deliverable in accordance with the acceptance provisions hereof, and the completion of one Milestone shall be a condition precedent to the commencement of the following Milestone, unless otherwise agreed in writing.

The Developer shall promptly notify the Client in writing of any event, circumstance or cause (including, without limitation, delays attributable to the Client, pending Change Requests, Client dependencies, third-party components or Force Majeure) that is reasonably likely to delay a Milestone, and the Delivery Schedule shall be adjusted on a day-for-day basis, or by such longer period as is reasonable in the circumstances, without liability to the Developer.

Where any delay is caused in whole or in part by any act or omission of the Client, including without limitation the Client's failure to provide information, approvals, feedback, materials, access or decisions within the periods reasonably requested by the Developer, the Developer shall be entitled to a corresponding extension of the Delivery Schedule and to invoice the Client for any additional costs and time reasonably incurred as a consequence of such delay.

The Developer shall not be liable for any liquidated damages, penalties, service credits or similar deductions on account of delay, and the Client's sole and exclusive remedy for persistent and material unexcused delay by the Developer shall be as expressly set forth in the Term and Termination section hereof.

In consideration of the due performance by the Developer of its obligations hereunder, the Client shall pay to the Developer a fixed aggregate fee in the amount of [Amount] [Currency] (the "Fees"), exclusive of any applicable taxes, duties, levies or withholdings, which shall be payable in instalments tied to the completion of the Milestones.

The portion of the Fees allocated to each Milestone shall be as set forth in [Fee Schedule Reference], and each such portion shall become due and payable upon acceptance (or deemed acceptance) of the corresponding Milestone deliverable in accordance with this Agreement.

The Developer shall render an invoice in respect of each Milestone upon completion thereof, and the Client shall pay the full amount of each undisputed invoice within [Payment Period] days of the date of the invoice, by electronic funds transfer to the bank account designated by the Developer in writing from time to time.

All Fees are stated exclusive of value added tax, goods and services tax, sales tax and any other indirect or transactional taxes, which, where applicable, shall be borne and paid by the Client in addition to the Fees. Any withholding or deduction required by applicable law shall be grossed up by the Client such that the Developer receives the full amount it would have received absent such withholding.

Should the Client dispute any portion of an invoice in good faith, it shall so notify the Developer in writing, with reasonable particulars of the dispute, prior to the applicable due date and shall nonetheless pay the undisputed portion by the due date. The Parties shall endeavour to resolve any such dispute promptly and in good faith.

Any amount not paid when due shall bear interest, from the due date until actual payment in full, at the rate of [Interest Rate] per cent per month (or the maximum rate permitted by applicable law, whichever is lower), accruing daily and compounded monthly, together with reimbursement to the Developer of all reasonable costs of collection, including legal fees.

Without prejudice to any other right or remedy, the Developer shall be entitled, upon [Suspension Notice Period] days' prior written notice, to suspend performance of the Services and withhold delivery of any work-in-progress or completed deliverables for so long as any undisputed amount remains outstanding beyond its due date, and the Delivery Schedule shall be extended accordingly without liability to the Developer.

All sums paid under this Agreement shall be non-refundable save where expressly provided to the contrary herein.

Either Party may, at any time during the term of this Agreement, propose a change to the Specifications, scope, Delivery Schedule or any other aspect of the Services by submitting a written change request (a "Change Request") to the other Party, setting forth in reasonable detail the nature of and reasons for the proposed change.

Promptly upon receipt of a Change Request originating from the Client, the Developer shall assess the proposed change and provide to the Client a written response (a "Change Proposal") specifying the Developer's estimate of the impact of the proposed change upon the Specifications, Fees, Delivery Schedule and any other relevant terms of this Agreement.

The Developer shall be entitled to charge the Client, at the Developer's then-prevailing rates, for the time reasonably expended in evaluating any Change Request submitted by the Client, provided that the Developer shall notify the Client of such charges prior to commencing the evaluation.

No proposed change shall take effect, nor shall the Developer be obliged to perform any work in respect thereof, unless and until a written change order (a "Change Order") describing the agreed change and its impact has been executed by the duly authorized representatives of both Parties.

Pending agreement upon and execution of a Change Order, the Developer shall continue to perform the Services in accordance with the existing Specifications, Delivery Schedule and other terms of this Agreement, and shall not be obliged to accelerate or alter its performance by reason of the pending Change Request.

The Developer shall be entitled, in its sole discretion, to decline any Change Request that it considers, acting reasonably, to be technically unfeasible, commercially unreasonable, inconsistent with the architecture of the Software or liable to infringe the rights of any third party.

Upon execution of a Change Order, the terms thereof shall be deemed to amend this Agreement to the extent of any inconsistency, and the Specifications, Fees and Delivery Schedule shall be adjusted accordingly.

As between the Parties, all Intellectual Property Rights in and to the Software, including without limitation all source code, object code, algorithms, structures, interfaces, documentation, tools, libraries, templates, methodologies, frameworks, know-how and derivative works thereof, together with any and all pre-existing materials incorporated therein, shall vest in and remain the sole and exclusive property of the Developer.

Nothing in this Agreement shall be construed as transferring, assigning or conveying to the Client any ownership of or title to any Intellectual Property Rights in the Software or in any materials of the Developer, whether created before, during or after the term of this Agreement.

Subject to the Client's due and continuing payment of the Fees in full and its compliance with the terms of this Agreement, the Developer hereby grants to the Client a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Software, in object code form only, solely for the Client's internal business purposes, for the duration of the applicable Intellectual Property Rights (the "License").

The Client shall not, and shall not permit or enable any third party to: (i) copy, modify, adapt, translate or create derivative works of the Software, save as strictly necessary for its permitted use; (ii) reverse engineer, decompile or disassemble the Software, save to the extent such restriction is expressly prohibited by applicable mandatory law; (iii) rent, lease, lend, sell, redistribute, sublicense or otherwise commercialize the Software; or (iv) remove or obscure any proprietary notices contained in the Software.

Source code of the Software shall not be delivered to the Client under this Agreement, and any delivery, licensing or escrow of source code shall be the subject of a separate written agreement between the Parties and the payment of additional consideration.

The Developer shall retain the unrestricted right to use, reuse, modify, license and exploit any and all general-purpose code, techniques, know-how, skills, experience, concepts and ideas acquired, developed or used in the course of performing the Services, for any purpose whatsoever, provided that the Developer does not disclose the Client's Confidential Information in doing so.

The Client shall own all data, content, materials and information supplied by or on behalf of the Client to the Developer for the purpose of the Services (the "Client Materials"), and the Client hereby grants to the Developer a non-exclusive, royalty-free license to use the Client Materials solely to the extent necessary to perform the Services.

Any open-source software incorporated by the Developer into the Software shall be licensed to the Client under the terms of the applicable open-source license, which terms shall prevail over the License to the extent of any inconsistency.

The Developer warrants that, for a period of [Warranty Period] days following the Acceptance Date of the Software as a whole (the "Warranty Period"), the Software shall operate in all material respects in conformity with the Specifications, when used in accordance with the Documentation and in the operating environment expressly contemplated by the Specifications.

The Client's sole and exclusive remedy, and the Developer's sole and exclusive liability, for any breach of the foregoing warranty shall be, at the Developer's option, the correction of the reproducible defect by means of a bug fix, patch, workaround or re-performance of the affected portion of the Services, within a reasonable period commensurate with the severity of the defect.

To avail itself of the warranty, the Client shall notify the Developer in writing of any alleged defect promptly upon its discovery and in any event prior to the expiry of the Warranty Period, providing such details and reproduction steps as are reasonably necessary to enable the Developer to investigate and reproduce the defect.

The warranty hereunder shall not extend to, and the Developer shall have no obligation in respect of, any defect, error or malfunction arising out of or in connection with: (i) any modification, alteration, correction, enhancement or integration of the Software by any person other than the Developer; (ii) use of the Software otherwise than in accordance with the Documentation or in combination with hardware, software, data or services not approved by the Developer; (iii) Client Materials or any inaccuracy, deficiency or defect therein; (iv) third-party software, services or infrastructure; or (v) Force Majeure.

The warranty herein set forth is in lieu of, and the Developer hereby expressly disclaims to the fullest extent permitted by applicable law, all other warranties, conditions, representations, terms and undertakings of any kind, whether express or implied, statutory or otherwise, including without limitation any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose or non-infringement.

The Developer does not warrant that the operation of the Software shall be uninterrupted or error-free, that all defects shall be corrected, or that the Software shall meet the Client's requirements beyond those expressly set forth in the Specifications.

Upon expiry of the Warranty Period, the Developer shall have no further obligation to provide support, maintenance, bug fixes or enhancements save pursuant to a separate written support and maintenance agreement entered into between the Parties, on terms and against additional consideration to be agreed.

The Developer represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement does not and shall not conflict with or breach any other agreement, obligation or restriction binding upon the Developer.

The Developer shall perform the Services with reasonable skill, care, diligence and professionalism consistent with the standards generally observed in the custom software development industry for comparable services.

The Developer shall comply, in the performance of the Services, with all applicable laws, regulations and codes of practice generally applicable to the conduct of its own business, provided that the Developer shall not be responsible for the Client's compliance with any laws or regulations specific to the Client's industry, operations or use of the Software.

The Developer, being an independent contractor and an individual/sole trader, shall be solely responsible for the payment of all taxes, social security contributions, insurances and other charges applicable to its own fees, income and activities under this Agreement, and shall indemnify the Client against any direct liability of the Client arising from the Developer's failure to do so.

The Developer shall maintain reasonably appropriate technical and organizational measures to safeguard the Client Materials and the Client's Confidential Information in its possession or control, having regard to the nature, scope and sensitivity thereof.

Save as expressly set forth in the warranty section hereof, the Developer makes no representation or warranty of any kind, express, implied or statutory, with respect to the Software, the Services or the results obtainable therefrom, and all such other representations and warranties are hereby excluded to the fullest extent permitted by applicable law.

The Developer shall be entitled, during and after the term of this Agreement, to identify the Client as a client of the Developer and to include a general, non-confidential description of the Services in its portfolio, marketing materials, website and professional references, provided that no Confidential Information of the Client is disclosed thereby.

The Client shall at all times cooperate with the Developer in good faith and shall promptly provide all information, materials, decisions, approvals, feedback, access credentials, test data, environments and other inputs reasonably required by the Developer for the proper and timely performance of the Services.

The Client shall designate a single qualified individual to serve as the Client's primary point of contact in respect of the Services, duly authorized to issue instructions, provide approvals, resolve queries and bind the Client in respect of operational matters arising hereunder.

The Client acknowledges that the Specifications have been prepared on the basis of information supplied by the Client, and the Client warrants the accuracy, completeness and sufficiency of all such information and of the Client Materials, and the Developer shall be entitled to rely thereon without independent verification.

The Client shall be solely responsible for determining the suitability of the Software for its particular business purposes, for complying with any laws and regulations specific to its industry or use of the Software, and for the lawful collection, handling and provision of all Client Materials to the Developer.

The Client shall ensure that the Client Materials and any instructions given to the Developer shall not infringe the Intellectual Property Rights, confidentiality or other legal rights of any third party, nor cause the Developer, in performing the Services, to breach any applicable law or regulation.

The Client acknowledges that any delay, default or failure by the Client in the performance of its obligations under this section shall entitle the Developer to a corresponding extension of the Delivery Schedule and to compensation for additional costs reasonably incurred as a consequence, and shall relieve the Developer from any liability arising therefrom.

The Client shall promptly pay all Fees and other amounts due hereunder in accordance with the Fees and Payment Terms section and shall not withhold, deduct or set off any amount from any payment save with the prior written consent of the Developer or as expressly permitted hereunder.

The Client shall use the Software strictly within the scope of the License granted hereunder and shall take reasonable measures to prevent any unauthorized access to, use of or disclosure of the Software by its personnel, contractors or any third party.

To the maximum extent permitted by applicable law, neither Party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any indirect, incidental, special, consequential, punitive or exemplary damages, nor for any loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of data or loss of opportunity, howsoever arising, even if advised of the possibility of such losses.

The aggregate liability of the Developer to the Client arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed, in the aggregate, the total amount of Fees actually paid by the Client to the Developer under this Agreement during the twelve (12) months immediately preceding the event giving rise to the liability (the "Liability Cap").

The Liability Cap and the exclusions set forth in this section shall apply to each and every claim arising out of or in connection with this Agreement, howsoever arising, and shall operate as an aggregate cap and not as a per-claim cap.

Nothing in this Agreement shall operate to exclude or limit the liability of either Party for (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be lawfully excluded or limited under applicable law.

The Client acknowledges that the Fees have been calculated on the basis of the allocation of risk expressed in this section, and that the exclusions and limitations herein are reasonable in the circumstances and reflect a fair commercial allocation of risk between the Parties.

The Developer shall not be liable for any loss or damage arising out of or in connection with: (i) the Client's use of the Software other than in accordance with the Documentation and this Agreement; (ii) any defect caused by Client Materials, third-party software, services or infrastructure; (iii) any modification of the Software by any person other than the Developer; or (iv) any Force Majeure event.

The Client shall take all reasonable steps to mitigate any loss or damage that it may suffer in connection with this Agreement, and no claim shall lie against the Developer in respect of any loss that could have been avoided or reduced by such reasonable mitigation.

The Client shall indemnify, defend and hold harmless the Developer and its personnel from and against any and all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (i) any breach by the Client of its obligations, representations or warranties under this Agreement; (ii) the Client Materials or any claim that the same infringe the rights of any third party; (iii) the Client's use of the Software otherwise than in accordance with the License and the Documentation; and (iv) any claim relating to the Client's business, products or services.

Subject to the limitations set forth in the Limitation of Liability section hereof, the Developer shall indemnify the Client against any damages finally awarded against the Client by a court of competent jurisdiction in respect of any third-party claim that the Software, as delivered by the Developer and used by the Client strictly in accordance with the Documentation and this Agreement, infringes the Intellectual Property Rights of such third party.

The foregoing indemnity by the Developer shall not apply to, and the Developer shall have no liability in respect of, any claim arising out of or in connection with: (i) any modification of the Software by any person other than the Developer; (ii) any combination, operation or use of the Software with any product, data, service or other item not supplied or approved by the Developer; (iii) the Client Materials; (iv) the Client's failure to use any corrected or updated version of the Software made available by the Developer; or (v) the Developer's compliance with any specific instruction or requirement of the Client.

If the Software is held, or in the Developer's reasonable opinion is likely to be held, to infringe any third-party Intellectual Property Right, the Developer may, at its sole option and expense: (i) procure for the Client the right to continue using the Software; (ii) modify or replace the Software so as to be non-infringing while retaining substantially equivalent functionality; or (iii) terminate the License and refund to the Client a pro-rated portion of the Fees paid in respect of the affected Software, calculated on a straight-line basis over a notional useful life of [Useful Life Period] months.

The indemnified Party shall, as a condition precedent to its right to indemnification hereunder: (i) promptly notify the indemnifying Party in writing of the claim; (ii) grant the indemnifying Party sole control of the defense and settlement thereof; and (iii) provide reasonable cooperation and assistance, at the indemnifying Party's expense, in connection with such defense and settlement.

The indemnified Party shall not make any admission of liability, settlement or compromise in respect of any claim subject to indemnification hereunder without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld or delayed.

The indemnities set forth in this section state the sole and exclusive remedy of the indemnified Party, and the entire liability of the indemnifying Party, in respect of any third-party claim within the scope hereof.

Each Party (the "Receiving Party") shall hold in strict confidence all Confidential Information disclosed to it by the other Party (the "Disclosing Party") and shall not, without the prior written consent of the Disclosing Party, disclose any such Confidential Information to any third party or use the same for any purpose other than the performance of its obligations and the exercise of its rights under this Agreement.

The Receiving Party shall apply, in protecting the Disclosing Party's Confidential Information, no less than the same degree of care as it applies to its own confidential information of similar nature and importance, and in any event no less than a reasonable degree of care.

The obligations of confidentiality set forth herein shall not apply to any information which the Receiving Party can demonstrate by competent written evidence: (i) was lawfully in its possession, without obligation of confidence, prior to its disclosure by the Disclosing Party; (ii) is or becomes publicly known otherwise than through a breach of this Agreement; (iii) was lawfully acquired from a third party free of any obligation of confidence; or (iv) was independently developed by the Receiving Party without reference to or use of the Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by applicable law, court order or regulatory authority of competent jurisdiction, provided that it shall, to the extent legally permissible, give the Disclosing Party prompt prior written notice of such required disclosure and reasonable cooperation, at the Disclosing Party's expense, to enable it to seek a protective order or other appropriate remedy.

The Receiving Party may disclose Confidential Information to its personnel, professional advisors and, in the case of the Developer, subcontractors, on a strict need-to-know basis and provided that each such recipient is bound by obligations of confidentiality no less protective than those set forth herein, and the Receiving Party shall remain liable for any breach by such recipients.

Upon termination or expiry of this Agreement, or at the earlier written request of the Disclosing Party, the Receiving Party shall return or, at the Disclosing Party's option, securely destroy all Confidential Information of the Disclosing Party in its possession or control, save for one archival copy that may be retained to the extent required by law, regulation or bona fide internal record-keeping policies.

The confidentiality obligations set forth in this section shall survive the termination or expiry of this Agreement for a period of [Confidentiality Survival Period] years, save that in respect of any Confidential Information constituting a trade secret, such obligations shall survive for so long as the information retains the character of a trade secret.

This Agreement shall come into force on the Effective Date and shall continue in full force and effect until the Software has been delivered and accepted, the Warranty Period has expired and all other obligations of the Parties hereunder have been fully performed, unless earlier terminated in accordance with the provisions of this section (the "Term").

Either Party may terminate this Agreement forthwith by written notice to the other Party in the event that: (i) the other Party commits a material breach of this Agreement which, being capable of remedy, has not been remedied within [Cure Period] days after receipt of written notice specifying the breach and requiring its remedy; or (ii) the other Party becomes insolvent, enters into any arrangement with its creditors, has a receiver, administrator or similar officer appointed over all or any part of its assets, ceases or threatens to cease to carry on business, or is subject to any analogous event in any jurisdiction.

The Developer may terminate this Agreement forthwith by written notice to the Client in the event that the Client fails to pay any undisputed sum due hereunder within [Payment Default Period] days of the applicable due date.

The Client may terminate this Agreement for convenience upon not less than [Client Termination Notice Period] days' prior written notice to the Developer, provided that the Client shall, upon such termination, pay to the Developer all Fees in respect of Milestones accepted or in progress, together with all costs and commitments reasonably and irrevocably incurred by the Developer in anticipation of the performance of subsequent Milestones, and a termination fee equal to [Termination Fee Percentage] per cent of the unpaid balance of the Fees.

The Developer shall further be entitled to terminate this Agreement for convenience upon not less than [Developer Termination Notice Period] days' prior written notice to the Client, in which case the Client shall pay to the Developer all Fees in respect of Services performed up to the effective date of termination.

Upon termination or expiry of this Agreement for any reason: (i) all licenses and rights granted hereunder, save as expressly stated to survive, shall immediately terminate; (ii) each Party shall return or destroy the Confidential Information of the other Party in accordance with the Confidentiality section; and (iii) any amounts accrued and owing to the Developer as of the effective date of termination shall become immediately due and payable.

Termination or expiry of this Agreement shall be without prejudice to any rights, remedies or obligations of either Party which have accrued prior to the effective date of termination, and those provisions which by their nature are intended to survive termination (including, without limitation, the sections concerning Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and Miscellaneous Provisions) shall so survive.

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (save for the payment of monies due) to the extent that such failure or delay is caused by any event or circumstance beyond its reasonable control, including without limitation acts of God, war, armed conflict, acts of terrorism, riots, civil unrest, government action, embargoes, epidemics, pandemics, quarantine restrictions, fire, flood, earthquake, extreme weather, strikes, labour disputes, failures or interruptions of electricity, telecommunications, internet or cloud services, cyber-attacks or malware infections not attributable to the affected Party's failure to maintain reasonable security measures (each a "Force Majeure Event").

The Party affected by a Force Majeure Event shall, as soon as reasonably practicable after becoming aware thereof, notify the other Party in writing of the nature and expected duration of the event and of the obligations whose performance is prevented or delayed thereby.

The affected Party shall use its reasonable endeavours to mitigate the effects of the Force Majeure Event upon the performance of its obligations and shall resume performance as soon as reasonably practicable after the event ceases.

For so long as a Force Majeure Event continues, the time for performance of the affected obligations shall be extended by a period equal to the duration of the event, and the Delivery Schedule shall be adjusted accordingly without liability to the affected Party.

Should any Force Majeure Event continue uninterrupted for a period exceeding [Force Majeure Termination Period] days, either Party shall be entitled to terminate this Agreement forthwith by written notice to the other, without liability save for payments due in respect of Services performed up to the effective date of termination.

The occurrence of a Force Majeure Event shall not entitle the Client to withhold or reduce any payments due in respect of Services actually performed by the Developer prior to the event.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

The Parties shall endeavour, in the first instance, to resolve any dispute, controversy or claim arising out of or in connection with this Agreement (a "Dispute") amicably and in good faith through direct negotiations between their respective authorized representatives.

Where a Dispute cannot be resolved by direct negotiations within [Negotiation Period] days after written notice thereof by one Party to the other, the Dispute shall, prior to the commencement of any formal proceedings, be escalated to senior executive representatives of each Party for a further period of [Escalation Period] days.

If the Dispute remains unresolved upon the expiry of the escalation period, it shall be finally and exclusively resolved by [Arbitration or Court Mechanism] seated in [Seat/Venue], conducted in the English language in accordance with the applicable rules of [Arbitration Institution or Court Rules], and the decision rendered therein shall be final and binding upon the Parties.

Notwithstanding the foregoing, either Party shall be entitled to seek urgent interim or injunctive relief from any court of competent jurisdiction for the protection of its Intellectual Property Rights or Confidential Information, without prejudice to the dispute resolution procedure set forth herein.

Each Party shall bear its own costs incurred in connection with the resolution of any Dispute, save as may be awarded by the tribunal or court seized of the matter.

The Parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods and any provisions of any uniform laws on international sales that may otherwise apply hereto.

This Agreement, together with any duly executed Change Orders, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the Parties relating thereto.

No amendment, modification, supplement or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the duly authorized representatives of both Parties.

No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith a replacement provision that most closely reflects their original intent.

Neither Party may assign, transfer, charge or otherwise dispose of this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, save that the Developer may freely assign or novate this Agreement to any successor to its business, and may freely subcontract portions of the Services in accordance with this Agreement.

All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, by internationally recognized courier, or by electronic mail to the addresses set forth in the preamble hereto or such other address as the receiving Party may designate in writing.

Nothing in this Agreement, express or implied, is intended to confer upon any person other than the Parties and their respective permitted successors and assigns any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, but all counterparts together shall constitute one and the same instrument. Signatures transmitted by electronic means or affixed by means of a reputable electronic signature platform shall be deemed valid and binding originals.

The relationship of the Parties under this Agreement is that of independent contractors, and nothing contained herein shall be construed to create a partnership, joint venture, agency, franchise or employment relationship between the Parties.