1.

How many apps have you

developed?
2. What apps can I download
from the App Store or Google
Play?
3. Can I talk to the client for
whom you developed the
app?
4. What programming
languages do you work with
to develop native and Hybrid
apps?
5. Do you have experience in
developing cross-platform
apps?
6. Is it a good idea to use a
cross-platform development
framework for my app?
7. Will my app work as
designed on iOS or Android?
8. What is your app back-end
development expertise?
9. Have you worked on
similar apps?
10. What is your mobile
development capacity?
12. Can you make my app
multilingual?
13. What hardware did you
have the chance to use in
apps?
14. What monetization
strategies do you suggest for
my app?
15. Have you worked with
any mobile ad frameworks?
16. What OS versions and
device models should my app
support?
17. What mobile analytics do
you advise to build into my
app?
18. Can you build a
smartwatch companion app
for my main app?
19. Can you work out a fixed
quote?
20. What is your hourly rate?
21. What do you need from
me to provide a quote?
22. Do you provide a
roadmap?
23. Who owns the source
code during development?
24. Who’s on your mobile
app development team?
25. Waterfall or Agile?
26. What is your QA process?
What do I need to be able to
test?
27. What has been the
biggest issue on a mobile
app project?
28. Do you provide app
maintenance and support?
29. Do you have an ASO
expertise?
30. Once I accept the app, is
there a guarantee period for
bug fixing?
31. What do you expect of
me on the project for us to
succeed?
32. Do you have any mobile-
related open-source
contributions?
33. When can you start?
5. Client Focus

EX-10.1 5 [Link]
EXHIBIT 10.1

MOBILE APPLICATION DEVELOPMENT AND INTELLECTUAL PROPERTY

ASSIGNMENT AGREEMENT

MOBILE APPLICATION DEVELOPMENT AND INTELLECTUAL PROPERTY

ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of the 22nd day
of August, 2013 (the “Effective Date”) by and between Overtech Corp. (“Company”) and
Murad Guseinov (“Developer”). Intending to be legally bound, Company and Developer
agree as follows:

WHEREAS, Developer is in the business of providing certain technological services,

including but not limited to application development and technical solutions for his clients;
and

WHEREAS, Company desires to enter into this Agreement with Developer for certain
services and the development of certain applications, as described further under this
Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants, the receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. SERVICES. Developer will perform for Company, as a “work made for hire”, the services
doe the development of a mobile game software application for iOS devices and Android OS
devices, that are more particularly described in any schedules, invoices, purchase order or
statements of work (“hereinafter all referenced as “Schedules”) that the parties have
executed, or may execute from time to time, which shall be and are hereby incorporated by
reference and made a part of this Agreement. Any and all services and/or Schedules
performed by Developer (hereinafter referred to as “Work”), may include, but are not limited
to, the development and/or delivery of any software, applications, technologies, materials,
inventions, ideas, designs, concepts, techniques, discoveries, or improvements created by
Developer. Developer is not obligated to perform any Work, and Company has not contracted
for any Work, unless and until a Schedule is executed by both parties. Both parties agree the
requirement of a written signed Schedule is satisfied upon either (a) Developer and
Company’s signing a Schedule, or (b) Developer’s commencing Work described in an
electronic Schedule or purchase order transmitted by an authorized and designated Company
employee. In the event that Developer performs and Company pays for any services without
having executed a Schedule or any other written agreement applying to such services, then
such services will constitute Work under this Agreement and will be governed by the terms
and conditions of this Agreement. Developer agrees to deliver final software applications
(and all source code and object code related thereto) to Company no later than 6 months after
receiving the $5,000 payment, described in Section 5, to commence activities related to the
Work described in the Schedule.
2. ACCEPTANCE PROCESS. Unless provided otherwise in the applicable Schedule,
Company will have forty-five (45) days following delivery of any Work in which to evaluate
the Work and any portion thereof and submit a written notice of acceptance or rejection to
Developer, or such other longer time as is reasonable under the circumstances. Company may
accept or reject Work based on its failure to conform to any Schedule, specifications or
warranties or its being unfit for Company’s intended purpose. No Work shall be deemed
accepted absent Company’s written acknowledgement of its acceptance to Developer and
shall therefore constitute Developer’s rejection of Work. In the event of Developer’s rejection
of any Work, Developer will promptly correct the Work. If Developer fails to correct the
Work within fifteen (15) days after notice of rejection or other reasonable period agreed to by
the parties, Company may terminate the applicable Work to this Agreement, or the applicable
portion thereof, and receive a full refund of amounts paid under such Schedule for the
rejected Work.
 1

3. SUBCONTRACTING. Developer may not subcontract the Work or any portion of the
Work under this Agreement to any third party (including without limitation any independent
contractor) without the prior written consent of Company. In the event that Company
consents to the use of a subcontractor, then (a) Developer guarantees the subcontractor’s
performance, (b) Developer remains obligated under this Agreement and the applicable
Schedule for the performance of the subcontracted Work, notwithstanding Company’s
consent to the use of a subcontractor, (c) Developer will, prior to the subcontractor begins to
perform any of the subcontracted Work, enter into a written agreement with the subcontractor
obligating the subcontractor to comply with Developer’s obligations under this Agreement
and the applicable Schedule, (d) Company will have no obligation or liability to the
subcontractor under this Agreement or any Schedule or otherwise and the subcontractor will
have no rights or remedies against Company under this Agreement or any Schedule or
otherwise, and (e) Company will have the right but not the obligation to directly pay the
subcontractor for any Work it performs under this Agreement and to offset the amount of such
payment against any amounts owed Developer. Developer may not impose on Company a surcharge
for any subcontractor fees.

4. COMPANY MATERIALS. For purposes of this Agreement: “Company Materials”

means any equipment or other tangible materials, software, documentation, methodologies,
know how, processes, techniques, ideas, concepts, technologies, data and/or any other
information that are provided by Company to Developer in connection with any Schedule. If
Company provides Developer any Company Materials in connection with any Schedule, then
Company hereby grants Developer a non-exclusive, personal, non-transferable, non-
assignable license to (during the term of such Schedule and subject to any additional terms
and conditions in any license or other agreement provided by Company with such Company
Materials) internally use, modify and create derivative works of such Company Materials for
the sole purpose of, and solely to the extent strictly necessary for, performing the Work under
such Schedule. Any modifications, enhancements, and/or derivative works Developer makes
of Company Materials will constitute Work assigned to Company under this Agreement.
Company retains all right, title and interest in the Company Materials. The Company
Materials constitute Company Confidential Information and are subject to Section 7 of this
Agreement. Developer assumes the risk of loss, damage, unauthorized access and/or use,
theft and/or disappearance of Company Materials in Developer’s care, custody or control.
Developer will not remove, alter or obscure any markings identifying Company Materials as
Company property or proprietary or confidential to Company. Developer acknowledges that
Company Materials consisting of Company software are subject to U.S. export jurisdiction
and may be of U.S. origin. Developer agrees to comply with all applicable international and
national laws that apply to the Company Materials, including without limitation the U.S.
Export Administration Regulations, as well as end-user, end-use and destination restrictions
issued by U.S. and other governments.
5. PAYMENT TERMS. Company will pay Developer the fees for the Work as set forth in
the applicable Schedule for such Work (“Fees”), in accordance with such Schedule and the
payment terms in this Section 5. Unless otherwise agreed upon in any Schedule, Company
will pay Developer (i) US$5,000 prior to commencement of Work described in the Schedule,
and (ii) US$10,000 within sixty (60) days from Company’s acceptance of the Work and
receipt of a correct and undisputed invoice from Developer. Unless otherwise agreed in the
Schedule, in no event will Company be obligated to pay any invoice received from Developer
more than sixty (60) days from the date the Work was accepted. Developer will bear sole
responsibility for all expenses incurred in connection with the performance of the Work,
unless otherwise agreed to in advance and in writing by Company.

5.1 Company Invoice. Developer will invoice Company for all amounts due under this
Agreement in accordance with any Schedule, this Agreement or as otherwise agreed upon in
writing by the parties. Developer’s invoices will set forth all amounts due from Company to
Developer and will contain sufficient detail to allow Company to determine the accuracy of
the amount(s) billed.
5.2 Payment Method. Payments by Company will be made, within Company’s discretion,
according to Company’s then-current payment policies or as agreed upon in the applicable
Schedule. Company will be entitled to offset any amounts that Developer owes to Company
against any amounts Company owes to Developer.
5.3 Disputed Amounts. Company may dispute any payable amount by notice to Developer
orally or in writing within sixty (60) calendar days of Company’s receipt of the invoice,
which claim of dispute may concern not only the accuracy of the charge itself, but also any
claim of deficient services or performance, or any other claim of breach of this Agreement
that relates to the specific charges in the invoice. Any partial payment of an invoice will be
deemed notice by Company of the disputed amount, unless such partial payment is in
accordance with payment terms contained in the applicable Schedule for Work. All disputed
amounts that Company subsequently agrees in writing to pay, or that are required to be paid
pursuant to a proper court order or award from any mutually submitted arbitration, will be
paid on the payment terms set forth in Section 5 above. Payment of an invoice without
asserting a dispute is not a waiver of any claim or right. Failure by Company to dispute any
invoiced amount within the periods set forth above will not be deemed a waiver of any claims
that were unknown to Company at the time.

6. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP OF WORK

For purposes of this agreement, “Intellectual Property Rights” means any and all (i)
copyrights and other rights associated with works of authorship throughout the world,
including neighboring rights, moral rights, and mask works, (ii) trade secrets and other
confidential information, (iii) patents, patent disclosures and all rights in inventions (whether
patentable or not), (iv) trademarks, trade names, Internet domain names, and registrations and
applications for the registration thereof together with all of the goodwill associated therewith,
(v) all other intellectual and industrial property rights of every kind and nature throughout the
world and however designated, whether arising by operation of law, contract, license, or
otherwise, and (vi) all registrations, applications, renewals, extensions, continuations,
divisions, or reissues thereof now or hereafter in effect.
6.1 Work Made for Hire. The Work (including, without limitation, any works of authorship,
documents, records, notes, inventions (whether or not reduced to practice), methods,
materials, ideas, designs, models, concepts, techniques, discoveries, and improvements
created, conceived or reduced to practice by Developer in connection with Work or by use of
or exposure to Company Confidential Information) has been specially ordered and
commissioned by Company, may be incorporated in existing Company works as a
compilation or collective work, and constitutes work made for hire for Company under
applicable copyright law to the extent it qualifies as such. Developer agrees that Company
will own all Intellectual Property Rights in the Work and that the Work is a “work made for
hire” for copyright purposes.

6.2 Assignment. Developer hereby assigns to Company, its successors and assigns, all rights,
title and Intellectual Property Rights interests in and to the Work including, without
limitation, the following:
(a) any Intellectual Property Rights that Developer may possess or acquire in the Work
that do not qualify as a work made for hire, and all copyrights and equivalent rights in the
Work, throughout the world, including without limitation all renewals and extensions of such
rights that may be secured under the laws now or hereafter in force and effect in the United
States of America or in any other country or countries;
(b) all rights in and to any inventions, ideas, designs, concepts, techniques, discoveries,
or improvements, whether or not patentable, embodied in the Work or developed in the
course of Developer’s creation of the Work, including, but not limited to, all trade secrets,
utility and design patent rights and equivalent rights in and to such inventions and designs
throughout the world, regardless of whether or not legal protection for the Work is sought;
(c) any documents, magnetically or optically encoded media, or other materials created
by Developer under this Agreement; and

(d) the right to sue for infringements (including, without limitation, any infringements
that may occur before the date of this Agreement), and to collect and retain damages from
any such infringements.
6.3 Assignment in Perpetuity & Worldwide. For the avoidance of doubt: (a) the assignment
set forth in Section 6.2 above is in perpetuity and worldwide; and (b) notwithstanding
anything contained in any applicable law of any jurisdiction, the assigned rights will not
revert to Developer if not exercised at any time whatsoever.
6.4 Further Assurances; Other Rights. At Company’s expense, Developer will execute and
deliver such documents and take such other action as may be requested by Company to
evidence, perfect or protect Company’s rights in the Work and to carry out the assignments
and waivers contemplated in this Section 6. In this regard, Developer will cooperate with
Company in the filing and prosecution of any copyright, trademark or patent applications that
Company may elect to file on the Work or inventions and designs relating to the Work.
Developer hereby appoints Company as Developer’s attorney-in-fact (this appointment being
irrevocable and coupled with an interest) to execute such documents on Developer’s behalf.
Developer will not challenge, oppose or interfere with such applications and will not file any
such applications on its own behalf. To the extent Developer has any rights in the Work not
subject to assignment, including without limitation any moral rights; Developer waives and
agrees not to assert such rights and enforcement thereof to the maximum extent permitted by
law.

7. NON-DISCLOSURE
7.1 Non-Disclosure Generally. At all times during and after the term of this Agreement,
Developer will hold in strictest confidence, and will not use or disclose to any third party, any
Company Confidential Information. The term “Company Confidential Information” means
all non-public information that Company designates as being confidential or which under the
circumstances of disclosure ought to be treated as confidential. “Company Confidential
Information” includes, without limitation, Company Materials, the Work, the existence of
this Agreement and/or any Schedules, terms and conditions of this Agreement and/or any
Schedules, information relating to released or unreleased Company software or hardware
products, marketing or promotion of any Company product, business policies or practices of
Company, customers or suppliers of Company, “Personal Information” (as defined
in Section 8.1 below), or information received from others that Company is obligated to treat
as confidential. If Developer has any questions as to what constitutes Company Confidential
Information, Developer will consult with Company. “Company Confidential Information”
does not include information that, through no fault or breach of Developer or any third party:
(a) was known to Developer prior to Company’s disclosure to Developer; or (b) becomes
publicly available.
7.2 Press Releases and Publicity. Absent Company’s written authorization, which shall only
apply to each specific instance or request by Developer, Developer will not issue press
releases or publicity in any form that relates to this Agreement. Developer will not use the
Company’s name or any Company trademarks in any brochures, advertisements, websites or
other marketing materials, except as may be expressly permitted in the applicable Schedule or
other Company agreement, and then only if such use complies with guidelines designated by
Company from time to time, and only if such use has been reviewed and approved in advance
by Company as to its compliance with the applicable Schedule or agreement and with
Company guidelines. Provided that Developer requests and obtains Company’s prior written
consent, Developer may use the Company’s name in client presentations or in written
response to requests for client lists as part of requests for proposals or requests for
information.

8. PERSONAL INFORMATION
8.1 Personal Information Defined. For the purposes of this section, “Personal Information”
means any information provided by Company or collected by Developer in connection with
this Agreement (a) that identifies or can be used to identify, contact, or locate the person to
whom such information pertains, or (b) from which identification or contact information of
an individual person can be derived. Personal Information includes, but is not limited to,
name, address, phone number, fax number, email address, social security number or other
government-issued identifier, and credit card information. Additionally, to the extent any
other information (such as, but not necessarily limited to, a personal profile, unique identifier,
biometric information, and/or Internet Protocol address) is associated or combined with
Personal Information, then such information also will be considered Personal Information.
8.2 Collection and Access. Developer will not collect or access any Personal information
except to the extent such collection or access is strictly necessary to perform the Work or to
fulfill any legal requirements in the performance of the Work. If the Work involves the
collection of Personal Information directly from individuals, such as through a webpage,
Developer will provide a clear and conspicuous notice regarding the uses of the Personal
Information and comply with Company’s notices, policies and procedures for the collection
and use of Personal Information.

8.3 Use of Personal Information. Developer will use Personal Information only as necessary
to perform the Work in accordance with this Agreement and the applicable Schedule and not
for any other purpose whatsoever. Developer will maintain such Personal Information as
Company Confidential Information under Section 7. Developer will not share any Personal
Information that is collected or possessed by Developer with any third parties for any reason
except as necessary to carry out the Work, and only under terms and conditions substantially
similar to those contained in this Section 8. If Developer is served with a court order
compelling disclosure of any Personal Information or receives notice of proceedings for such
an order, Developer will oppose the order, will promptly notify Company of the order or
notice, and will provide Company the opportunity to intervene before Developer files any
response to the order or notice.
8.4 Handling of Personal Information. Developer will take reasonable steps to protect
Personal Information in Developer’s possession from unauthorized use, access, disclosure,
alteration or destruction. Security measures will include, without limitation, access controls,
encryption or other means, where appropriate. Developer must immediately notify Company
of any known security breach that may result in the unauthorized use, access, disclosure,
alteration or destruction of Personal Information. Developer will conduct an audit on at least
an annual basis to evaluate the security of Personal Information in Developer’s possession
and to verify that the terms of this Agreement with respect to Personal Information are being
followed. Upon request from Company, Developer will provide Company with all audit
results and all Personal Information in Developer’s possession.

9. DEVELOPER REPRESENTATIONS AND WARRANTIES

Developer represents and warrants that:
(a) Developer has full and exclusive right and power to enter into and perform according
to the terms of this Agreement;
(b) The Work as delivered to Company does not infringe or misappropriate any
copyright, patent, trade secret, trademark, or other proprietary right held by any third party
and is free of any lien, claim, security interest or encumbrance;
 (c) The Work will meet the specifications described in the applicable Schedule, will be
complete and accurate, and will comply with all applicable laws and regulations;
(d) Developer will have all necessary rights to the Work to transfer ownership to
Company as required by Section 6.2 above. Work created by Developer employees will be
created within the scope of their employment and pursuant to written obligation to assign to
Developer all right, title and interest in the Work, including without limitation the rights
enumerated and assigned to Company in Section 6.2 above. If Company provides consent
under Section 3 for a subcontractor to perform Work, such subcontractor will be bound by
written obligation to assign all right, title and interest in the Work to Developer including
without limitation the rights enumerated and assigned to Company in Section 6.2 above;

(e) Developer will not incorporate into the Work any product, software, or other
materials for which the intellectual property rights are not owned solely by Developer
without the express written permission of Company;
(f) The Work will be performed in a professional manner and will be of a high grade,
nature, and quality;
(g) The Work is not, and when delivered to Company will not be, in whole or in part,
governed by an Excluded License. An Excluded License is any license that requires, as a
condition of use, modification and/or distribution of software subject to the Excluded
License, that such software and/or other software combined and/or distributed with such
software be (a) disclosed or distributed in source code form; (b) licensed for the purpose of
making derivative works; or (c) redistributable at no charge.
(h) The software component of any Work as delivered to Company will not contain any
viruses or other applications or executables that will degrade or infect any Work product or
any other software or Company’s network or systems, including without limitation any “trap
doors,” “worms” and “time bombs.”
(i) Developer will dedicate appropriate facilities, skilled employees, and resources to
complete Work.
(j) Company Materials will be used for the sole purpose of performing the Work under
the Schedule for which Company provides the Company Materials to Developer. Company
Materials will not be disclosed to or used for the benefit of any third party.
(k) Developer will comply with all applicable laws and treaties in performing the Work,
including without limitation all applicable employment, health and safety, environmental and
immigration laws.

Developer agrees that any breach, or threatened breach, of this Agreement by Developer
could cause irreparable damage and that in the event of such breach, or threatened breach, the
Company shall have, in addition to any and all remedies of law, the right to an injunction,
specific performance as well as all other equitable relief to prevent the violation of
Developer’s obligations hereunder without the necessity of any proof of actual damages or
the posting of a bond or other security.

10. INDEMNITY
10.1 Indemnification Obligation. Developer will indemnify, hold harmless and upon written
request defend Company and its affiliates and the respective officers, directors, employees,
agents and successors of Company and its affiliates (collectively, “Indemnified Parties”)
from and against any and all actions,
suits, proceedings, claims, demands, investigations, liabilities, damages, penalties, fines,
judgments, settlements, costs and expenses (including, without limitation, any attorneys’ and
experts’ fees and expenses) arising out of or relating to (a) any claim that the Work, or any
name or mark furnished by Developer under this Agreement, infringes or misappropriates
any confidential information, trade secret, patent, copyright, trademark, trade name, or any
other legal right of any third party, (b) any claim that, if true, would constitute a breach of
Developer’s warranties set forth in Section 9 of this Agreement, and/or (c) Developer’s
negligence, malfeasance, violation of law, or any other breach of or default under this
Agreement (collectively, “Claims”).

10.2 Indemnification Procedure. If any action is brought against any Indemnified Party for
which Developer is obligated to provide a defense under Section 10.1, Company or the
Indemnified Party will promptly notify Developer in writing. Company will cooperate with
Developer at Developer’s request and expense in all reasonable respects in connection with
the defense of any such action. Developer may upon written notice thereof to the applicable
Indemnified Parties undertake to conduct all proceedings or negotiations in connection
therewith and assume the defense thereof, and if it so undertakes, it will also undertake all
other required steps or proceedings to settle or defend any such action, including without
limitation the employment of counsel satisfactory to the applicable Indemnified Parties and
payment of all expenses as they come due. Company and the Indemnified Parties will have
the right to employ separate counsel and participate in the defense thereof at their own
expense. Developer will reimburse the applicable Indemnified Parties upon demand for any
payments made or loss suffered by them in connection with any Claim. Developer will keep
the applicable Indemnified Parties informed of and consult with them concerning defense or
settlement of each Claim. Developer will not have any right, without the applicable
Indemnified Parties’ prior written consent, to agree or consent to any stipulation, admission
or acknowledgment of any fault, guilt, wrongdoing or liability on the part of any Indemnified
Party or to any settlement, judgment or order.
10.3 Infringing Work. If the Work furnished hereunder is in any action held to constitute an
infringement and its use is enjoined, Developer will, in addition to its obligations
under Section 10.1 and Section 10.2, immediately and at its expense either (a) procure for
Company the right to continue use, sale, and marketing of the Work or (b) replace or modify
the Work with a version of the Work that is non- infringing. If options (a) and (b) are not
available to Developer, Developer will refund to Company all amounts paid to Developer by
Company hereunder.
11. LIMITATIONOF LIABILITY

NOTWITHSTANDING ANYTHING ELSE HEREIN, EXCEPT FOR ANY

LIABILITY OR DAMAGES ARISING OUT OF SECTIONS 6, 7, 8 AND 9 OR
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL
EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO
ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,
TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR ANY OTHER
LEGAL OR EQUITABLE THEORY FOR (A) ANY SPECIAL, INDIRECT,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES, (B) ANY AMOUNT IN THE
AGGREGATE IN EXCESS OF THE FEES PAID (PLUS AMOUNTS PAYABLE)
TO TOPTAL IN THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE
CAUSE OF ACTION AROSE.

12. TERM AND TERMINATION

12.1 Term. This Agreement will commence as of the Effective Date and will remain in effect
until terminated. Either party may terminate this Agreement if the other party is in material
breach or default of any obligation that is not cured within thirty (30) calendar days’ notice of
such breach. Notwithstanding the foregoing, Company may terminate this Agreement upon
three (3) days written notice to Developer, in the event Developer has breached or Company
reasonably believes Developer to have breached its obligations under this Agreement in
relation to any of the following: non-disclosure and confidentiality, compliance with
applicable laws and regulations, Company’s or a third party’s proprietary and intellectual
property rights, or any lawsuits, actions, claims, assertions or other legal proceedings against
Developer.

12.2 Termination of Agreement. This Agreement will terminate upon ninety (90) days’
prior written notice by either party, provided that Developer must complete and deliver to
Company all Work pursuant to any Schedules in effect.
12.3 Termination Effect. The sole effect of terminating this Agreement will be to terminate
the ability of either party to enter into subsequent Schedules that incorporate the terms of this
Agreement. Termination of the Agreement will not, by itself, result in the termination of any
Schedules previously entered into (or extensions of the same) that incorporate the terms of
this Agreement, and the terms of this Agreement will continue in effect for purposes of such
Schedules unless and until the schedule itself is terminated or expires.

12.4 Termination of Schedule. The term of any Schedules may be set forth in an applicable
schedule. Company will have the right to cancel any Schedule with or without cause upon
written notice to Developer. Upon receipt of such notice, Developer will discontinue all
Work under the applicable Schedule. Except in cases of cancellation for cause under this
Agreement, Company will pay for all Work performed by Developer under the applicable
Schedule up until the earlier of: (a) the date of Developer’s receipt of the cancellation notice;
or (b) the date five (5) days after Company sends the cancellation notice.
12.5 Delivery of Materials. Within ten (10) days following completion of or cancellation of
a Schedule or termination of this Agreement, or upon Company’s request, Developer will
(a) deliver to Company all tangible materials constituting, containing or embodying Work,
Company Confidential Information, Personal Information and Company Materials (including,
without limitation, all drawings, blue prints, notes, memoranda, specifications, software,
electronic media, designs, devices, documents, documentation and any other materials), and
(b) irretrievably delete all Work, Company Confidential Information, Personal Information
and Company Materials that Developer possesses in electronic or other intangible form,
except to the extent that Company may in its sole discretion provides its prior written consent
to Developer retaining any of the foregoing, and except that, unless Company provides
contrary instructions, Developer may retain any Work, Company Confidential Information,
Personal Information and Company Materials necessary to complete Work under Schedules
that have not been completed or cancelled. At Company’s request, Developer will provide
Company with a certificate signed by an officer of Developer certifying Developer’s
compliance with the foregoing.
12.6 Survival. Sections 5,6, 7, 8, 9 and 10 and all of the respective subsections of each of those
sections will survive any expiration or termination of this Agreement.

13. INSURANCE
13.1 In General. Developer will maintain sufficient insurance coverage to enable it to meet
its obligations created by this Agreement and by law. Without limiting the foregoing,
Developer will obtain the following lines of coverage to the extent this Agreement creates
exposures generally covered by these insurance policies: Commercial General Liability with
minimum limits of USD $500,000.00 (or its equivalent) per occurrence, Workers’
Compensation (statutory limits), and Employer’s Liability with minimum limits of
USD$100,000.00 (or its equivalent) per occurrence. Developer will name Company, its
subsidiaries, and the respective directors, officers and employees of Company and its
subsidiaries as additional insured’s under such policy to the extent of contractual liability
assumed by Developer under this Agreement.

13.2 Professional Liability/Errors & Omissions Liability Insurance. Developer will

maintain Professional Liability/Errors & Omissions Liability insurance with policy limits of
not less than USD$1,000,000 or its equivalent for each claim. Such insurance will include
coverage for infringement of the proprietary rights of any third party, to the extent reasonably
available, including without limitation copyright, trade secret and trademark infringement as
related to Developer performance under this Agreement. In addition, such insurance will
include coverage for the following personal injuries, unless covered, and not in any way
excluded or restricted, by Developer’s general liability insurance: invasion of privacy and
advertising injury. Such insurance will include coverage for third party loss of use arising
from recall, removal, or withdrawal of products due to Developer’s errors, omissions, or
negligent acts. Such insurance will not contain limitations of coverage for claims arising from
unauthorized/exceeded access to systems/data or for services rendered over public/private
networks. Throughout the term of this Agreement, the Professional Liability/Errors &
Omissions Liability insurance’s retroactive coverage date will be no later than the Effective
Date of this Agreement. Upon expiration or termination of this Agreement and all Schedules,
Developer will either continue to maintain an active insurance policy, or purchase an
extended reporting period providing coverage for claims first made and reported to the
insurance company within 12 months after the end of this Agreement and all Schedules.
13.3 Waive of Insurance. Company may waive the insurance requirement as provided in
Section13 at its sole discretion.

14. TAXES
14.1 Developer Responsibility for Taxes. The amounts to be paid by Company to
Developer herein do not include any value-added tax, business tax or any other indirect and
direct taxes arising as a result of or in connection with the transactions contemplated under
this Agreement. To the extent applicable, Developer agrees to pay all applicable taxes levied
on it by a duly constituted and authorized taxes authority on the transactions covered under
this Agreement. To the extent required by any such taxing authority , Developer may collect
such taxes, if any, from Company solely based on the amounts payable under this Agreement
(such taxes the “Collected Taxes”), and in such case, company shall remit to Company
official tax certificates indicating that such taxes have been collected by Developer and
submitted to the appropriate tax authorities. Developer will take such steps as are requested
by Company to minimize such Collected Taxes in accordance with all relevant laws and to
cooperate with and assist Company, at Company’s request, in challenging the validity of any
Collected Taxes or taxes otherwise paid by Company. Developer will equally share the cost
of any successful Company-initiated ruling and/or appeal or other determination that
concludes that the Collected Taxes are not owed in whole or in part under this Agreement.
When Developer receives the payment from Company, Developer should issue formal tax
receipts for Company income tax deduction purpose. Developer will indemnify and hold
Company harmless from any Collected Taxes, penalties, interest, or additions to tax arising
from amounts paid by Company to Developer under this Agreement, that are asserted or
assessed against Company to the extent such amounts relate to amounts that are paid to or
collected by Developer from Company under this section. If any taxing authority refunds any
tax to Developer which Company originally paid to Developer, or Developer otherwise
becomes aware that any tax was incorrectly and/or erroneously collected from Company, or
Developer otherwise receives an economic benefit (including an audit offset) as the result of
incorrectly and/or erroneously receiving Collected Taxes from Company, then Developer will
promptly remit to Company an amount equal to such refund, incorrect collection or tax
benefit as the case may be, plus any interest thereon.

10

14.2 Withholding. If taxes are required to be withheld on any amounts otherwise to be paid
by Company to Developer, Company may deduct such taxes from the amount otherwise
owed and pay them to the appropriate taxing authority. At Developer’s written request and
expense, Company will use reasonable efforts to cooperate with and assist Developer in
obtaining tax certificates or other appropriate documentation, evidencing such payment,
provided, however, that the responsibility for such documentation will remain with
Developer.
14.3 Developer Employees. The parties agree that any workers who are engaged by
Developer and perform Work (“Workers”) will be employees of Developer and not of
Company or its subsidiaries for all purposes, including without limitation workers’
compensation, taxes, compensation and employee benefits. Developer will make all
applicable employment and payroll tax withholdings and payments with respect to such
Workers’ compensation, and Company will not be responsible to provide the Workers with
any compensation or employee benefits.

15. MISCELLANEOUS
15.1 Independent Contractor. Developer is an independent contractor for Company.
Nothing in this Agreement will be construed as creating an employer-employee relationship,
partnership or joint venture, as a guarantee of future employment or projects, as a limitation
upon Company’s sole discretion to terminate this Agreement at any time without cause, or as
creating an exclusive relationship or minimum commitment. Developer is not authorized to
assume, create or incur any liability on behalf of Company.
15.2 Notices. All notices and requests in connection with this Agreement will be deemed
given as of the day they are received either by messenger, delivery service, or in the United
States of America mails, postage prepaid, certified or registered, return receipt requested, and
addressed to those contained in this Agreement or such other address as the party to receive
the notice or request so designates by written notice to the other.

15.3 Assignment. Developer may not assign this Agreement, or any rights or obligations
hereunder, whether by operation of contract, law or otherwise, except with the express
written consent of Company, and any attempted assignment by Developer in violation of this
section will be void. For purposes of this Agreement, an “assignment” by Developer under
this section will be deemed to include, without limitation, each of the following: (a) a change
in beneficial ownership of Developer of greater than twenty percent (20%) (whether in a
single transaction or series of transactions) if Developer is a partnership, trust, limited
liability company or other like entity; (h) a merger of Developer with another party, whether
or not Developer is the surviving entity; (c) the acquisition of more than twenty percent
(20%) of any class of Developer’s voting stock (or any class of non-voting security
convertible into voting stock) by another party (whether in a single transaction or series of
transactions); and (d) the sale or other transfer of more than fifty percent (50%) of
Developer’s assets (whether in a single transaction or series of transactions). In the event of
such assignment or attempted assignment by Developer, Company will have the right to
immediately terminate this Agreement.

11

15.4 Governing Law and Forum. This Agreement will be construed and controlled by the
laws of the State of New York, United States of America, without reference to the conflicts of
law provisions thereof. All disputes arising out of this Agreement will be subject to the
exclusive jurisdiction of either the state or federal courts located in New York, New York,
United States of America.
15.5 Construction. This Agreement does not constitute an offer by Company and it will not
be effective until signed by both parties. This Agreement (including any Schedules)
constitutes the entire agreement between the parties with respect to the Work and all other
subject matter hereof and merges all prior and contemporaneous communications. It may not
be modified except by a written agreement signed on behalf of Developer and Company by
their respective duly authorized representatives. Any party’s delay or failure to require
performance of any provision of this Agreement will not in any way diminish or prejudice the
right of such party to require performance of that provision, and any waiver by a party of a
breach of any provision of this Agreement will not be construed as a waiver of any
subsequent breach of this Agreement. If any provision of this Agreement is found to be
invalid or unenforceable, then it will be enforced to the maximum extent permitted to
effectuate its original purpose, and the remainder of this Agreement will remain in full force
and effect.
IN WITNESS WHEREOF, intending to be legally bound by the terms of this Agreement,
have caused this Agreement to be executed by their duly authorized representatives as of the
Effective Date.

OVERTECH CORP.
MURAD GUSEINOV

By: /s/ Pavel Rozum

/s/ Murad Guseinov
Name: Pavel Rozum Name: Muras Gusinov
Title: President
Date: August 22, 2013
Date: August 22, 2013

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Justia Forms Business Contracts VGRAB COMMUNICATIONS INC. MOBILE
APPLICATION DEVELOPMENT AGREEMENT (Agreement No: VAL/

MOBILE APPLICATION DEVELOPMENT AGREEMENT

(Agreement No: VAL/MAD/PVTINV/DC/190305/1) EDT
(Electronic document transmissions)
Contract Categories: Business Operations - Development Agreements
EX-10.33 2 vgrbf_ex1033.htm MOBILE APPLICATION DEVELOPMENT AGREEMENT
BETWEEN VGRAB ASIA LTD. AND MR. ZHENG QING, MR. GU XIANWIN AND MS.
CHEN WEIJIE DATED MARCH 5, 2019 EX-10.33

MOBILE APPLICATION DEVELOPMENT AGREEMENT

(Agreement No: VAL/MAD/PVTINV/DC/190305/1)

EDT (Electronic document transmissions)

 EDT (Electronic document transmissions) shall be deemed valid and
enforceable in respect of any provisions of this Contract. As
applicable, this agreement shall be:-
1-Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in
Global and National Commerce Act’’ or such other applicable law
conforming to the UNCITRAL Model Law on Electronic Signatures
(2001) and
2-ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257,
Geneva, May 2000) adopted by the United Nations Centre for
Trade Facilitation and Electronic Business (UN/CEFACT).
3-EDT documents shall be subject to European Community
Directive No. 95/46/EEC, as applicable. Either Party may request
hard copy of any document that has been previously transmitted
by electronic means provided however, that any such request shall
in no manner delay the parties from performing their respective
obligations and duties under EDT instruments.

PRIVATE & CONFIDENTIAL

Mobile Application Development Agreement

Agreement No: VAL/MAD/PVTINV/DC/190305/1

Mobile Application Development Agreement

This Mobile Application Development Agreement (the “Agreement”) is

made and effective from 5th Day of March, 2019

BETWEEN:

VGrab Asia Ltd. (hereinafter called as the “VAL”), located at Room E,

6th Floor, Eastern Commercial Center, 397 Hennessy Road, Hong Kong.

AND:

Mr. Zheng Qing, Mr. Gu Xianwin and Ms. Chen Weijie (hereinafter
called as the "Developer"), a group of private software developers
individuals’ lead and coordinated by Ms. Chen Weijie with its operations in
[Link].

And hereinafter, the parties hereto shall be referred to as “Party” or

“Parties”.

RECITALS
Whereas, VAL wishes to engage the Developer for services as an
independent contractor for the sole purpose of designing the Duesey
Coffee Chinese Mobile Apps and backend software contained for iPhone,
iPad, Android (Hereinafter called as the “Project”) developed as per the
requirements specifications by VAL within this mobile application
development agreement

Whereas, the “Developer” is engaged in the making of such applications

and holds all the necessary tools to obtain the needed results of this
Project for VAL.

NOW, THEREFORE, in consideration of the mutual covenants and

agreements herein contained, the parties hereto, intending, to be legally
bound, agree as follows:

[Link] OF WORK

The high level scope of work is the development of the Project on the
requirements specifications as per Clause 6. Creative designs and
graphics development is covered in the scope of work of this
Agreement; Developer may recommend or create their own designs
for the betterment of the App.

[Link] DATE

This Agreement shall commence on 5th March 2019

[Link] PERIOD

This Agreement will be for the maximum period of six (6) months
beginning for the commencement date, renewable in accordance with
the terms hereof, unless earlier terminated pursuant to this
Agreement.

Page 1 of 7

Mobile Application Development Agreement

Agreement No: VAL/MAD/PVTINV/DC/190305/1

[Link] AND COMMERCIALS

Platform iOS, Android
Chinese WeChat’s Online Store, Social Media, Website,
Development Online Promotion/Marketing and Online Payment for the
[Link] market.
Total Delivery Time Min - 4 Calendar Months, Max - 6 Calendar Months
Quotation (In USD) $ 200,000.00

Notes:
-Payments for this Agreement will be transferred by VAL via Bank
Wire Transfer Method in US Dollars Currency as per Clause 5.

[Link] TERMS

All Parties agreed the payment listed below are fair and just for the
services being provided. Payment to the following individual below
within 7 days upon completion and handover on the Project to VAL.

No. Name Function Amount

1. Ms. Chen Weijie Coordinator/Lead Developer USD100,000.00
2. Mr. Zheng Qing Developer USD50,000.00
3. Mr. Gu Xianwin Developer USD50,000.00

[Link] PROCESS & MILESTONE

The Engagement Process and Milestone corresponding for this Fixed

Price Project Agreement are as follows:

6.1Graphic Design/ UI/ Creative Design/ multimedia

The VAL is responsible for, and will supply any graphics/ design/
artwork/ multimedia (sound/ video) required for the project to
the Developer at either the beginning of the project, or partially
during the development. Developer will however put its
recommendations; assist in graphic creation for the betterment
of the App.

6.2Collaboration, coordination
A status update on the progress of the work will be shared with
VAL by the lead on milestones basis formally by developer, and
informally on weekly/ fortnight/ or as and when required basis.
Weekly status calls will also happen to discuss and review the
work in progress.

6.3WeChat’s Official Account Setup

Developer will register a WeChat Official Account on behalf of
VAL, which has access to all advanced APIs for the development
of WeChat Online Duesey Coffee Store in [Link].
 6.4WeChat’s Official Social Media and Moments Setup
Developer will develop and registered a Duesey Coffee Social
Media Platform within the WeChat Official Account on behalf of
VAL.

6.5WeChat’s Mini Program and WeChat Pay Compliance

Page 2 of 7

Mobile Application Development Agreement

Agreement No: VAL/MAD/PVTINV/DC/190305/1

Developer will develop the Duesey Coffee Mini Program which

incorporates the website, products storefront, inventory, ordering
systems and payment system. Developer shall ensure the app is
technically compliant to WeChat’s App guidelines, and VAL’s
business compliance. Being Developer of the project, Developer
will be responsible and liable for the product’s business
compliance with WeChat Mini Program and Payment guidelines.

6.6Simple tabular representation of the Milestone’s definition

schedule as per the points mentioned above:

No Definition Timeline
·Setup WeChat Official Account for Duesey
Coffee
·App design and Architecture completed.
6 weeks upon signing of
1 ·Backend API partially done.
Agreement
·Front end Apps Alpha release initiated.
·Sent for test/ review by VAL

·WeChat Store Front and Backend

development
·Social Medial and WeChat Moments
Front and Backend development
2 ·Backend API fully done. Week 7 - 13
·Front end Apps Alpha release completed.
·Sent for test/ review by VAL.
·Previously reported bugs fixed.

3 ·Bugs or feedback escaped in Alpha release Week 14 - 18

fixed.
·Front end Apps beta release completed.
 ·Sent for test/ review by VAL
·Live run of Duesey Coffee Apps in
WeChat

·All Apps fully completed.

·Sent for test/ review by VAL.
·All bugs or feedback resolved and
4 incorporated. Week 19 - 21
·Submission to the stores if all tests are
passed.

·Bug Fixing Warranty Time.

·If any bug is reported then it will be
5 Week 22 - 23
resolved on priority.

6 ·Live and Handover Project to VAL Week 24

100 % Completed

[Link] ORDERS

Definition of Change Order:

Any change or modification in functionality or feature or UI of the App
required by VAL which is beyond agreed functional requirements
considered in this Agreement will be considered as a “Change” in the
original specifications, and that shall be agree by Developer to VAL or
vice versa as a “Change Order” in writing.

Page 3 of 7

Mobile Application Development Agreement

Agreement No: VAL/MAD/PVTINV/DC/190305/1

Change Orders do not however cover any bug or glitch fixing

produced out of the code written by Developer as any “bug” will be
fixed by Developer for free up to 3 months after final delivery (Bug
Fixing Warranty).

[Link] OF DELIVERABLES

Deliverable Name Scope

No.
 WeChat Mobile App functionality to be
Duesey Coffee WeChat
1. developed across both platforms, API
Functionality Development
development.
Functional requirements &
VAL will supply products, logo, pricing and
2. UI/ Multimedia, backend
final design approval, multimedia, CMS access.
access.
App package to be shared with the VAL for
3. Application package
testing and review.
WeChat Official Account Apps to be uploaded in WeChat for public
4.
upload viewing and downloading.

[Link] TECHNOLOGIES & TARGET DEVICES AND OS

The proposed technologies are as follows:

SDK,
Development Technologies:iOS
Android, [Link], PHP
Target Device and OS:iPhone and iPad
running OS versions 5 to 8; Android
devices running 3.0 and above.
[Link] AND DEPENDENCIES
·The development and unit testing of the products will be done
online for actual live functionality.

·TheDeveloper shall on own cost use its credentials of its

WeChat Developer Account to develop this Project for VAL.

[Link] PROPERTY RIGHTS AND OWNERSHIP

11.1AllIntellectual Property during the project is owned by VAL,

and will be turned over to VAL at the conclusion of the project by
Developer and after the fulfillment of all commercial obligations
by the VAL.

[Link] and title to Duesey Coffee Intellectual Property

created pursuant to the Project shall belong to VAL and shall be
subject to the terms and conditions of this Agreement.

Page 4 of 7
 Mobile Application Development Agreement
Agreement No: VAL/MAD/PVTINV/DC/190305/1

[Link]

12.1Any information, data and/or contents of documents made

available by a party hereto to the other for the purposes of
this Agreement hereby contemplated shall not, without the
prior written consent of such party, be disclosed to any
person, firm or corporation (and to only such extent for) the
implementation of the Agreement. Such information, data
and/or contents of documents may be disclosed to officers,
employees, auditors, solicitors and other professional advisors
of this Agreement but only to the extent required in each
instance for the implementation of the Agreement hereby
contemplated.

12.2Each party hereto hereby undertakes with the other party

hereto, and to the intent that such undertaking shall have full
force and effect notwithstanding that such party shall cease to
participate in the Agreement, that it will not, without the prior
written consent of the other party hereto, divulge to any
person, firm or corporation, any information on technical,
economic, financial and marketing matters and any material,
data and/or contents of documents received by such party
hereto from the other party hereto relating to the Agreement
except where (but only to the extent that) disclosure is
required by law and will ensure that its employees and agents
shall at all times observe this clause.

[Link]

VAL shall, in the event of Developer committing any breach of any of

the terms and conditions of this agreement or for any other reason
considered as sufficient, be entitled to terminate this agreement by
giving two (2) weeks’ notice in writing and it is applicable only when
the project is not completed. If the customer terminates the
agreement, then VAL shall compensate the Developer up to the date
of termination with a fee calculated on Pro-rata basis. Developer may
also terminate this Agreement by giving two (2) weeks’ notice in
writing to VAL. It is applicable only when the project is not completed.
In case Developer terminates the agreement, it shall handover the
entire project related IPR, work done till date to VAL.

[Link] OF AGREEMENT
This Agreement commences on the date it is executed and shall
continue until full performance by both parties, or until earlier
terminated by one party under the terms of this Agreement.

[Link] AGREEMENT AND GOVERNING LAW AND

JURISDICTION

This agreement supersedes all oral and written representations and

agreements between the parties including, but not limited to any
earlier agreement relating to the subject matter thereof.

This agreement shall be construed, interpreted and governed by and

in accordance with the laws of Hong Kong. In case the arbitration
proceedings fail, an unresolved dispute between Developer and VAL
is subject to the binding laws of Hong Kong as a first attempt at
formal resolution. Should arbitration fail to reach a resolution and
either party wish to pursue the dispute further, this shall be
conducted within the binding laws of Hong Kong.

[Link]

The English language shall be the medium used in all correspondence

and legally binding tender.

Page 5 of 7

Mobile Application Development Agreement

Agreement No: VAL/MAD/PVTINV/DC/190305/1

[Link]

Any notice or other communication required or permitted to be given

between the parties under this agreement shall be given in writing at
the following address or such other addresses may be intimated from
time to time:-

For VAL
Kind Attn: Mr. Charles Liong, CFO
Located at Room E, 6th Floor, Eastern Commercial Center, 397
Hennessy Road, Hong Kong.

For Developer
Kind Attn: Ms. Chen Weijie, Coordinator/Lead Developer
No 12-12-1, City Gardens Condo, Persiaran Raja Chulan, 50200 Kuala
Lumpur, Malaysia

[Link] AGREEMENT AND AMENDMENTS

18.1Save insofar as the terms herein contained are

supplemented by the articles of association of the
Cooperation, this Agreement represents the complete and
entire understanding between the parties to the exclusion of
all agreements to the contrary, whether oral or written, made
prior to the date hereof.

18.2Any modification, amendment or alteration of this

Agreement shall be made only with the written consent duty
signed by all parties and shall be effective from the date of the
revision or such other date as may be agreed upon between
the parties.

[Link] OF HEADINGS

The headings of the Clauses hereof have been inserted for

convenience only and shall not affect the interpretation of the
provisions of this Agreement.

[Link] EFFECT
This Agreement shall be binding on the successors in title and
permitted assigns of the parties hereto.

Page 6 of 7
 Mobile Application Development Agreement
Agreement No: VAL/MAD/PVTINV/DC/190305/1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement

to be executed as of the date first above written.

Represented legally by
For and on behalf of VGRAB ASIA LTD.
Represented by:

/s/ Liong Fook Weng

Liong Fook Weng (Charles)
Executive Director/Chief Financial Officer

Represented legally by
DEVELOPER

/s/ Chen Weijie /s/ Zheng Qing

Chen Weijie Zheng Qing
Passport No: [REDACTED] Passport No: [REDACTED]

/s/ Gu Xianwin
Gu Xianwin
Passport No: [REDACTED]
 Page 7 of 7
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12

The next time you glance at your smartphone, remember that the device in your hand is
more powerful than the computers that first took mankind to moon. Most mobile phones
today are small sized computers that have steadily evolved to keep in pace with the
demands of time. Mobile phones have today replaced many an essential device including
alarm clock, watch, camera, stopwatch, radio, personal diary, letter-pad, map,
newspaper, gaming console and even television.

What is that which makes it possible for one pocket sized radio device to be your digital
companion? The answer lies in its apps. It is the mobile apps of various nature that
transform your world and keeps you glued to the little screen. The term App has been
liberally interpreted to include a mobile software of any nature. A mobile game is as
much an app as a pocket dictionary. So is a fitness app which counts calories burned in a
gym or an emailing app for that matter. Apps are everywhere; there are millions of Apps
available exclusively for mobile phones. More and more are getting added to the lot
every day.
Apps have a plenty of commercial benefits even if it is a free to download one; Once it is
downloaded by thousands and millions, the same translates into moolah for the owner.
There have been instances of amateur programmers getting rich because of their
successful apps. This makes it all the more important to make the rights and duties
associated with the app explicit.
A mobile app development contract is one such agreement. It is executed between a
mobile developer and a company which purchases all such rights connected with the app
while also specifying the duties relating to it.

Points To Include In A Mobile App

Development Contract
Background
The circumstances that led to the creation of the contract, including the requirement and
the approaching of one party for the purpose of development with the other party.
Independent Contractor
The actual relationship between the developer and the company- which is purely
contractual.
Scope of Services
This may be either mentioned early or separately in an annexure. It specifies the roles of
the developer.
Term
The time limit for fulfilling the services mentioned shall be decided in the contract. The
total work may be split into separate cycles with definite time limits.
Warranties by the Developer
The document should mention all the things undertaken by the developer, which may
include meeting of necessary experience, legality, original content, lack of violations of
copyrights, etc.
Intellectual Property
As an author, the developer is originally the holder of intellectual property rights
including copyrights and trademarks, if applicable. By way of the said contract, the rights
will be transferred to the company.
Indemnification
It applies in cases where there is explicit violation of any third party rights. In such cases,
the developer is liable to indemnify the company any losses that may have arised due to
such violations.
Payment Details
Details like mode of payment, break up of total payment and related factors may be
specified here.
Confidentiality
Mobile apps are usually developed in the premises of the company. During development,
the developer has access to many confidential information related to the company. Thus,
it becomes essential to include a clause of confidentiality which penalises the developer
for divulging any such information to outsiders.
Termination
Anything that begins ends sooner or later. It is necessary to mention the ways in which
the termination of such contract may be effected.
Penalty
Any penalty for not keeping up the terms of the contract should be mentioned.
Dispute Jurisdiction
The contract shall mention which courts shall decide in the event of any dispute between
the parties.
Apart from the clauses mentioned above, the document also needs to include numerous
other details to ensure that the interests of both the parties are safeguarded. The Mobile
App Development Contract needs to be well detailed in order to avoid any ambiguities in
future.
If you are a company, particularly a startup, it is recommended that you build a solid
foundation by ensuring that all your dealings are well documented in order to avoid legal
intricacies in future. All agreements with clients and vendors should be drafted with
utmost care since any shortcomings can lead to loss of valuable time and money in
future. Legaldesk’s startup package has a set of all essential agreements and documents
required for a startup. It is a one stop solution for all your legal needs. We also offer
ready to use templates of legal documents, business agreements and deeds, besides the
basic legal support that you will need to start a new company.
Creating a mobile application is a great way to increase your reach and to enhance your
revenues. So, why not go ahead and get that fool proof document in order to engage the
developer. Your App could be the game changer for your business.