SERVICE AGREEMENT

This Service Agreement (“Agreement”) is made effective and entered into as of [INSERT DATE] (the “Effective Date”),

BY AND BETWEEN:

A. [INSERT COMPANY NAME], with its registered office at [INSERT ADDRESS], a company organized and existing under the laws of [INSERT COMPANY NAME], (hereinafter referred to as the “POTOLO” or “Client”), which expression shall, unless repugnant to the context, mean and include their heirs, administrators, successors, and permitted assigns.

B. [INSERT COMPANY NAME], with its registered office at [INSERT ADDRESS], a company organized and existing under the laws of [INSERT COMPANY NAME], (hereinafter referred to as the “Contractor”), which expression shall, unless repugnant to the context, mean and include their heirs, administrators, successors, and permitted assigns.

POTOLO and the Contractor are individually referred to as the “Party” and collectively as the “Parties.”

WHEREAS:

I. POTOLO is engaged in the business of providing a quick e-commerce platform to unite local businesses and provide on-demand services, and requires the development of a comprehensive software application to support its business operations.

II. The Contractor is a software development company with expertise in creating custom software solutions, and has agreed to provide services to redevelop the entire POTOLO application.

III. POTOLO has fully acquired the partially developed source code for the POTOLO application and seeks to complete its development in accordance with the specifications and requirements outlined in this Agreement.

IV. Both Parties wish to establish a formal agreement that outlines the terms and conditions under which the Contractor will provide the necessary development services, including the scope of work, payment terms, warranties, and liabilities.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, both Parties mutually agree as follows:

1. DEFINITIONS

In this Agreement, unless the context requires otherwise, the following expressions shall have the meanings set out below:

1.1. “Agreement” means this Service Agreement, along with its schedules, exhibits, and annexures, as may be amended from time to time.

1.2. “Applicable Laws” mean all central, state, and local laws, rules, regulations, directives, circulars, notifications, guidelines, and orders of any kind, including statutory, administrative, and judicial, which are in effect at the present time or in the future, and which govern this Agreement. This includes, without limitation to, laws of the United States (“US”), any state or local laws, and any international laws, rules, and regulations that may apply to all the Parties. It also includes any interpretations of these laws by competent courts or other legal authorities.

1.3. “Application” refers to the comprehensive software solution being developed by the Contractor for POTOLO, encompassing the “everything app” user interface (UI), administrative portal, comprehensive reporting system, loyalty-based features, payment wallet, security system, messaging and notification process, and currency conversion API integration. This Application is intended to follow standard POTOLO-based UI designs, including specific colors, images, and logos as stipulated by POTOLO. The Application shall be designed to be highly interactive and user-friendly, ensuring seamless operation across all platforms and devices as required by POTOLO. It is expected that the Application will support all functionalities necessary for POTOLO's business operations and strategic goals. Any references to the Application within this Agreement shall encompass all components, features, and integrations described in the Scope of Work, and any modifications or enhancements agreed upon during the development lifecycle.

1.4. “Confidential Information” includes all information and any idea in whatever form, tangible or intangible, pertaining in any manner to the business (and its assets) of the Disclosing Party or any of the Disclosing Party’s affiliates (if any) or the Disclosing Party’s employees, independent contractors, clients, consultants, or business associates, which was produced by any employee, independent contractor, or consultant of the Disclosing Party in the course of their employment, engagement, or consulting relationship or otherwise produced or acquired by or on behalf of the Disclosing Party. Confidential Information shall broadly include all information that has or could have commercial value or other utility to the business in which the Disclosing Party is engaged or contemplates engaging, and all information of which the unauthorized, unlawful, or illegal disclosure could be detrimental to the interests of the Disclosing Party whether such information is identified as Confidential Information by the Disclosing Party. Proprietary and Confidential Information shall mean all non-public information, written, oral, or otherwise, disclosed or made available to the Receiving Party, which relates to the past, present, and future business activities of the Disclosing Party and its affiliates (if any). By example and without limiting the foregoing definition, Confidential Information includes, but is not limited to, the following in relation to the Disclosing Party and its affiliate(s) (if any):

1.4.1. Customer data and customer base: All data, records, and information (in any form) of the Disclosing Party’s customers which may include, but are not limited to, names, addresses, phone numbers, email addresses, and other contact details of the Disclosing Party’s customers; credit/debit card details, bank account information, and payment histories; information on how customers use the product or service, including log-in times, frequency of use, feature usage patterns, and preferences; customer service interactions, email correspondences, chat logs, and call recordings; purchase history, subscription details, order values, and product/service preferences; Internet Protocol (“IP”) addresses, device types, operating system details, and browser types used to access the services; surveys, reviews, testimonials, and feedback forms; data derived from analysis tools tracking customer behavior on websites or apps; age groups, gender, location, income brackets, and educational background of the customer pool; different categories or segments of customers based on product usage, interests, or demographics; information on customer retention rates, loyalty program participation, and frequency of repeat purchases; historical data on the growth of the customer base over time; information on leads or potential customers who have shown interest but have not made a purchase yet; overall satisfaction rates, customer service ratings, and net promoter scores; data on how customers were acquired, such as referrals, advertising, organic search, or social media channels; and influence of customers in terms of social media presence, review influence, and overall market impact.

1.4.2. Personnel and Managerial Personnel Data: Personal information about the Disclosing Party’s personnel and managerial personnel, including names, addresses, contact information, financial information (such as salary, bonuses, benefits, and other similar information), performance reviews, and disciplinary actions.

1.4.3. Intellectual Property: Copyrighted-material, patented or patent-pending techniques, methods, processes, procedures, or materials, trade secrets, trademarks, and any other Intellectual Property exclusively owned by the Disclosing Party or promoters or affiliate(s) (if any).

1.4.4. Business Strategies: Marketing strategies, pricing details, advertising plans, future business plans, market research data, and sales strategies.

1.4.5. Financial Information: The Disclosing Party’s financial reports, budgets, projections, pricing structures, revenue, costs, profit margins, and any other financial data.

1.4.6. Contracts and Agreements: Details about contracts or agreements with other businesses, contractors, developers, programmers, vendors, or partners, including terms, pricing, and duration.

1.4.7. Legal Documents: Any sensitive legal documents or information related to any and all ongoing or potential legal issues or disputes in relation to the Disclosing Party.

1.4.8. Software and Technology: Proprietary Software, platforms, algorithms, applications, technology processes, and any other technological assets used in the Disclosing Party’s operations.

1.4.9. Communications: Internal memos, emails, or other communications between personnel and managerial personnel that may contain sensitive or proprietary information.

1.4.10. Training Programs: Details about training programs for the Disclosing Party’s personnel, including content, schedule, materials, and feedback.

1.4.11. Information about affiliations, partnerships, or collaborations with other entities, institutions, or corporate bodies.

1.4.12. Research and Development: Any new projects, products, services, materials, processes, or procedures in development, pilot programs, or innovations.

1.5. “Effective Date” means the specific date upon which this Agreement becomes legally binding on both Parties involved. Effective Date is designated in this Agreement itself and signifies the commencement of all rights, responsibilities, and obligations as stipulated therein.

1.6. “Milestones” refer to the specific, predefined points within the project timeline that signify the completion of distinct phases or tasks in the development of the Application. Each Milestone will be detailed and documented within the project plan, which shall be maintained in Lark or any other mutually agreed-upon project management tool. The achievement of each Milestone will be assessed and verified based on predefined criteria and deliverables agreed upon by both Parties. These criteria may include the completion of specific features, successful integration of certain components, passing of various testing phases, and other measurable outcomes. The payment schedule is closely tied to these Milestones, with specific amounts of the total project cost being released upon the satisfactory completion and approval of each Milestone by POTOLO's Quality Assurance team. The definition and agreement on Milestones are critical to ensuring structured progress and timely delivery of the Application.

1.7. “Source Code” refers to the human-readable instructions and scripts written in a programming language that comprise the foundation of the Application. POTOLO has fully acquired the partially developed Source Code at the commencement of this Agreement. The Source Code includes all the individual files, libraries, and components that collectively make up the Application. This encompasses both the front-end code responsible for the user interface and experience, as well as the back-end code that powers the administrative portal, reporting systems, payment wallet functionalities, security protocols, messaging and notification processes, and the integration of the currency conversion API. The term “Source Code” also includes all relevant documentation, comments within the code, and any associated resources that provide context, clarity, and instruction on the functioning and maintenance of the Application. The Source Code is expected to be written following best practices and coding standards to ensure readability, maintainability, and scalability.

1.8. “Quality Assurance” or “QA” refers to the systematic processes and procedures employed to ensure that the Application meets the specified requirements, standards, and performance criteria set forth by POTOLO. The QA process will involve thorough testing of all components of the Application, including but not limited to functionality, usability, performance, security, and compatibility across different devices and platforms. The QA team, as appointed by POTOLO, will conduct these tests at various stages of development, particularly upon reaching each Milestone. The results of these tests must meet the acceptance criteria outlined in this Agreement and any subsequent amendments. Any defects, bugs, or issues identified during QA must be promptly addressed and rectified by the Contractor. The ultimate goal of QA is to ensure that the final deliverable is of the highest quality, free of critical defects, and fully functional as per the agreed-upon specifications. The satisfaction of POTOLO's QA team is a prerequisite for the release of payments tied to Milestones.

2. INTERPRETATION

2.1. The headings and marginal headings to the clauses are for convenience only and have no legal effect.

2.2. Any references in this Agreement to any statute or delegated legislation (including by way of rules, notifications, by-laws, circulars, guidelines) includes any and all statutory modification or re-enactment of it or the provision referred to.

2.3. The words “hereof,” “herein,” “hereby,” and derivative or similar words refer to this entire Agreement and not to any particular clause, schedule, or annexure of this Agreement.

2.4. Words denoting the singular shall include the plural, and words denoting any gender shall include all genders.

2.5. References to recitals, clauses, and annexures shall, unless otherwise repugnant to the context, be deemed to be references to recitals, clauses, and annexures of this Agreement.

2.6. Any annexures, schedules, and exhibits form an integral part of this Agreement.

2.7. Any reference to “writing” shall include printing, typing, lithography, transmissions in electronic form (including e-mail), and other means of reproducing words in visible form but shall exclude messages via mobile devices and smartphones or messages of a similar nature.

2.8. The words “include” and “including” are to be construed without limitation.

2.9. Words elsewhere defined shall have the meaning so ascribed.

2.10. Where a word or a phrase is defined, other parts of speech and grammatical forms of that word or phrase will have the corresponding meaning.

3. SCOPE OF WORK

3.1. User Interface Development:

3.1.1. Standard POTOLO-Based UI Designs: The Contractor shall develop the user interface (UI) for the Application following the standard UI designs provided by POTOLO. This includes adhering to the specific guidelines, templates, and frameworks established by POTOLO to ensure a consistent and cohesive user experience. The UI design must incorporate all functional and aesthetic elements necessary to provide a user-friendly and visually appealing interface. The design process shall involve multiple iterations and feedback sessions with POTOLO to refine and perfect the UI, ensuring it meets all user requirements and aligns with POTOLO’s brand identity.

3.1.2. Colors, Images, and Logos: The UI development must include the integration of POTOLO’s specified colors, images, and logos. These visual elements are to be used consistently throughout the Application to maintain brand integrity and enhance user recognition. The Contractor is responsible for ensuring that all colors, images, and logos are used in accordance with POTOLO’s branding guidelines and that they appear correctly on all supported devices and screen sizes. Any adjustments to these elements must be approved by POTOLO prior to implementation.

3.2. Administrative Portal Development: The Contractor shall develop a comprehensive administrative portal to serve as the backend interface for managing all verticals of the Application. This portal must provide robust functionality for administrators to manage users, content, transactions, and other critical aspects of the Application. The portal should include features such as user role management, access controls, data analytics, and reporting capabilities. It must be designed with a user-friendly interface to facilitate ease of use for administrative staff and should incorporate security measures to protect sensitive data and ensure compliance with relevant regulations.

3.3. Reporting System: The Application shall include a comprehensive reporting system to generate detailed reports on various aspects of the Application’s usage and performance. This system must be capable of aggregating data from multiple sources within the Application and presenting it in a clear and concise manner. The reports should be customizable, allowing administrators to select specific data points and time frames for analysis. The reporting system must support the generation of both standard and ad-hoc reports, and include features such as data visualization, export options, and scheduled report generation.

3.4. Loyalty-Based Concept: The Application shall incorporate a loyalty-based concept to incentivize and reward users for their engagement with the Application. This system should be applicable across all verticals of the Application and include features such as points accumulation, tier levels, rewards redemption, and user notifications. The loyalty system must be flexible to allow for adjustments and enhancements based on user feedback and business requirements. The Contractor is responsible for designing and implementing the loyalty system in a way that maximizes user retention and satisfaction.

3.5. Payment Wallet: The Application shall include a payment wallet to facilitate funds movement within the platform. This wallet must support multiple payment methods, including but not limited to credit/debit cards, bank transfers, and digital payment systems. The wallet should provide users with a secure and convenient way to store and manage their funds, and include features such as transaction history, balance management, and security measures to protect against fraud and unauthorized access. The Contractor is responsible for integrating the payment wallet with the Application and ensuring compliance with relevant financial regulations.

3.6. Security System: The Contractor shall implement a comprehensive security system to protect all components of the Application and its data. This system must include measures such as encryption, authentication, authorization, and intrusion detection to safeguard against unauthorized access and data breaches. The security system should be designed to protect both the front-end and back-end of the Application, and include protocols for regular security audits and updates. The Contractor is responsible for ensuring that the security system complies with all relevant industry standards and regulatory requirements.

3.7. Messaging and Notification Process: The Application shall include a messaging and notification process to facilitate communication between the Application and its users. This process must support various types of notifications, including but not limited to email, SMS, and in-app messages. The messaging system should allow for both automated and manual notifications, and include features such as message templates, scheduling, and tracking. The Contractor is responsible for integrating the messaging system with the Application and ensuring that notifications are delivered promptly and reliably.

3.8. Currency Conversion API Integration: The Application shall integrate a currency conversion API to provide real-time exchange rates for various currencies. This API must be capable of supporting multiple currencies and providing accurate and up-to-date conversion rates. The integration should allow users to view and convert prices in their preferred currency, and include features such as automatic rate updates and historical exchange rate data. The Contractor is responsible for selecting and integrating a reliable currency conversion API and ensuring its seamless operation within the Application.

3.9. Modifications and Adjustments: The scope of work outlined in this Agreement is subject to modifications and adjustments as necessary throughout the development lifecycle. Any changes to the scope of work must be agreed upon by both Parties and documented in writing. The Contractor is responsible for implementing any approved modifications in a timely and efficient manner, and ensuring that all changes are thoroughly tested and validated before deployment. Any additional costs or timelines associated with modifications must be agreed upon by both Parties prior to implementation.

Project Timeline and Payment Terms
4. PROJECT TIMELINE
4.1. Project Phases

The development of the POTOLO Application shall be divided into distinct phases, each with specific deliverables and objectives. These phases are designed to ensure a structured approach to the project, allowing for thorough planning, execution, and review at each stage. The phases are as follows:

4.1.1. Initial Phase

The Initial Phase encompasses the preliminary activities necessary to set the foundation for the project. This includes requirements gathering, project planning, and initial design work. During this phase, POTOLO and the Contractor shall collaborate closely to define the project scope, objectives, and deliverables. Key activities in this phase include:

  • 4.1.1.1. Conducting stakeholder meetings to gather detailed requirements and expectations.
  • 4.1.1.2. Developing a comprehensive project plan, including timelines, resource allocation, and risk management strategies.
  • 4.1.1.3. Creating initial design prototypes and wireframes for the Application's user interface and administrative portal.
  • 4.1.1.4. Establishing communication protocols and reporting mechanisms to ensure ongoing collaboration and transparency throughout the project.
4.1.2. Development Phase

The Development Phase involves the actual coding and construction of the Application's components as defined in the Scope of Work. This phase is critical as it translates the requirements and designs into functional software. Activities in this phase include:

  • 4.1.2.1. Writing and integrating the Source Code for the user interface, administrative portal, reporting system, loyalty-based features, payment wallet, security system, messaging and notification process, and currency conversion API.
  • 4.1.2.2. Conducting regular code reviews and peer assessments to ensure adherence to coding standards and best practices.
  • 4.1.2.3. Iteratively developing the Application in sprints or cycles, with each iteration delivering incremental functionality and enhancements.
  • 4.1.2.4. Maintaining comprehensive documentation of the development process, including code annotations, system architecture diagrams, and user manuals.
4.1.3. Testing Phase

The Testing Phase is dedicated to verifying that the Application meets the specified requirements and performs as expected. This phase involves rigorous testing activities to identify and rectify any defects or issues. Key activities in this phase include:

  • 4.1.3.1. Performing unit testing to validate the functionality of individual components.
  • 4.1.3.2. Conducting integration testing to ensure that different modules and components work seamlessly together.
  • 4.1.3.3. Executing system testing to assess the overall performance, security, and usability of the Application.
  • 4.1.3.4. Engaging POTOLO's Quality Assurance team to perform user acceptance testing (UAT) and verify that the Application meets the agreed-upon criteria and standards.
  • 4.1.3.5. Documenting all test cases, results, and any issues encountered, and implementing necessary fixes and improvements based on testing feedback.
4.1.4. Deployment Phase

The Deployment Phase involves the final preparation and release of the Application to the production environment. This phase ensures that the Application is fully operational and ready for use by POTOLO and its stakeholders. Activities in this phase include:

  • 4.1.4.1. Preparing the production environment, including server setup, database configuration, and network security measures.
  • 4.1.4.2. Conducting final deployment testing to ensure that the Application functions correctly in the live environment.
  • 4.1.4.3. Migrating any necessary data from development and testing environments to the production environment.
  • 4.1.4.4. Performing a controlled rollout of the Application, starting with a limited release to select users for initial feedback and gradually expanding to full deployment.
  • 4.1.4.5. Providing post-deployment support to address any issues or bugs that arise during the initial usage period.
4.2. Milestone Definitions and Deadlines

Milestones are predefined points within the project timeline that signify the completion of specific phases or key deliverables. Each Milestone is associated with specific tasks, criteria, and deadlines, which must be met to ensure the project's progress. The Milestone definitions and deadlines are as follows:

4.2.1. Milestone 1: Completion of Initial Phase
  • 4.2.1.1. Tasks: Requirements gathering, project planning, initial design prototypes.
  • 4.2.1.2. Criteria: Approval of project plan, sign-off on design prototypes by POTOLO.
  • 4.2.1.3. Deadline: [SPECIFY DATE]
4.2.2. Milestone 2: Completion of First Development Iteration
  • 4.2.2.1. Tasks: Development of initial user interface components and administrative portal features.
  • 4.2.2.2. Criteria: Successful integration and functioning of initial components, code review approval.
  • 4.2.2.3. Deadline: [SPECIFY DATE]
4.2.3. Milestone 3: Completion of Comprehensive Reporting System
  • 4.2.3.1. Tasks: Development and integration of the reporting system, generation of test reports.
  • 4.2.3.2. Criteria: Functionality verification through unit and integration testing, approval by POTOLO.
  • 4.2.3.3. Deadline: [SPECIFY DATE]
4.2.4. Milestone 4: Completion of Loyalty-Based Concept and Payment Wallet
  • 4.2.4.1. Tasks: Implementation of loyalty features and payment wallet, integration with existing components.
  • 4.2.4.2. Criteria: Successful testing of loyalty and payment functionalities, user acceptance testing approval.
  • 4.2.4.3. Deadline: [SPECIFY DATE]
4.2.5. Milestone 5: Completion of Security System and Messaging Process
  • 4.2.5.1. Tasks: Development of security protocols, implementation of messaging and notification systems.
  • 4.2.5.2. Criteria: Comprehensive security testing, successful delivery of notifications, approval by POTOLO.
  • 4.2.5.3. Deadline: [SPECIFY DATE]
4.2.6. Milestone 6: Completion of Currency Conversion API Integration
  • 4.2.6.1. Tasks: Integration of currency conversion API, functionality testing.
  • 4.2.6.2. Criteria: Verification of accurate currency conversions, approval by POTOLO.
  • 4.2.6.3. Deadline: [SPECIFY DATE]
4.2.7. Milestone 7: Final Deployment and Project Handover
  • 4.2.7.1. Tasks: Final testing, deployment preparation, data migration, production rollout.
  • 4.2.7.2. Criteria: Successful deployment, resolution of initial issues, final approval and sign-off by POTOLO.
  • 4.2.7.3. Deadline: [SPECIFY DATE]

The above Milestones and deadlines are critical to the structured progression and timely completion of the project. Any changes to these Milestones or deadlines must be mutually agreed upon in writing by both Parties.

The Contractor is responsible for ensuring that all deliverables meet the specified criteria and are completed within the agreed-upon timelines.

5. PAYMENT TERMS
5.1. Total Project Cost

The total project cost shall be a sum mutually agreed upon by both POTOLO and the Contractor. This cost encompasses all aspects of the redevelopment of the POTOLO Application, including but not limited to, the design and development of the user interface, the administrative portal, the comprehensive reporting system, the loyalty-based concept, the payment wallet, the security system, the messaging and notification process, and the integration of the currency conversion API. The total project cost shall also include any necessary adjustments or modifications made throughout the development lifecycle. Both Parties acknowledge and agree that the total project cost is a fixed amount, subject to change only by mutual written consent. The agreed-upon amount will serve as the basis for all subsequent Milestone-based payments and is reflective of the scope and complexity of the work to be performed.

5.2. Milestone-Based Payments

Payment for the development of the POTOLO Application shall be structured based on the completion of specific Milestones. These Milestones will be defined in detail within the project management tool, Lark, and shall include clear deliverables and deadlines. The Milestone-based payment structure ensures that the Contractor is compensated progressively as various phases of the project are completed and approved by POTOLO. Each Milestone will have an associated payment amount, which will be disbursed upon satisfactory completion and acceptance of the deliverables related to that Milestone.

5.2.1. Partial Source Code Release

An agreed-upon portion of the total project cost shall be released upon the delivery and acceptance of the partial source Source Code that POTOLO has fully acquired. This partial Source Code release payment serves as an initial commitment from POTOLO to the Contractor and acknowledges the work completed up to the point of Source Code acquisition. The acceptance of the partial Source Code will be based on predefined criteria mutually agreed upon by both Parties.

5.2.2. Scope of Work Payments

Subsequent payments shall be made based on the completion of the various components outlined in the scope of work. Each component, such as the user interface development, administrative portal, reporting system, loyalty-based concept, payment wallet, security system, messaging process, and currency conversion API integration, will have associated Milestone with specific deliverables. Payment for these components will be released upon successful completion and approval by POTOLO's Quality Assurance team. The approval process includes thorough testing and verification to ensure that each component meets the specified requirements and standards.

5.3. Payment Methods

The agreed method of payment for all amounts due under this Agreement shall be through wire transfer. POTOLO shall transfer the funds to the bank account designated by the Contractor. The bank account details, including the account number, bank name, and any other necessary information, shall be provided by the Contractor in writing and kept up-to-date throughout the duration of the Agreement. Both Parties shall bear their respective bank fees and charges associated with the wire transfer.

5.3.1. Wire Transfer

Wire transfers shall be executed promptly upon the completion and acceptance of each Milestone. POTOLO shall initiate the wire transfer within [SPECIFIC NUMBER] business days following the receipt of a valid invoice from the Contractor. Confirmation of the wire transfer shall be provided to the Contractor upon completion of the transaction.

5.4. Invoice Requirements

The Contractor is required to generate and submit invoices for each payment request. Each invoice must be accurate, complete, and reflect the specific Milestone or deliverable achieved. Invoices shall be submitted to POTOLO's designated financial representative and must include all relevant details as specified below.

5.4.1. Invoice Numbers

Each invoice must contain a unique invoice number for tracking and reference purposes. The invoice number shall be sequential and clearly indicated at the top of the invoice. In addition to the invoice number, each invoice must include the following information:

  • 5.4.1.1. Name and address of the Contractor
  • 5.4.1.2. Name and address of POTOLO
  • 5.4.1.3. Description of the work performed, referencing the specific Milestone or deliverable
  • 5.4.1.4. Date of the invoice
  • 5.4.1.5. Amount due
  • 5.4.1.6. Bank account details for wire transfer
  • 5.4.1.7. Any additional information as required by POTOLO for processing the payment
5.5. Quality Assurance and Approval Process

Payment for each Milestone is contingent upon the satisfactory completion and approval of the associated deliverables by POTOLO’s Quality Assurance team. The QA process involves thorough testing and validation to ensure that each component of the Application meets the specified requirements and performance standards. Upon completion of a Milestone, the Contractor shall notify POTOLO, which will then conduct its QA review. If the deliverables meet the acceptance criteria, POTOLO will approve the Milestone and initiate the payment process. If any issues or deficiencies are identified, the Contractor is responsible for addressing and rectifying these issues promptly before resubmitting the deliverables for QA approval.

5.6. Additional Costs and Expenses

Any additional costs and expenses incurred during the project that are outside the original scope of work must be mutually agreed upon in writing by both Parties before being incurred. Such additional costs may arise from changes in project requirements, additional features or functionalities requested by POTOLO, or unforeseen technical challenges. Both Parties shall negotiate and agree on the terms and amounts for these additional costs, which will be billed separately from the Milestone-based payments. The Contractor shall provide detailed documentation and justification for any additional costs and expenses.

5.7. No Late Payment Penalties

There shall be no penalties for late payments under this Agreement. However, both Parties are expected to adhere to the agreed-upon payment schedule and ensure timely processing of payments to maintain project momentum and avoid any disruptions. In the event of any anticipated delays in payment, POTOLO shall notify the Contractor in advance and provide a revised timeline for the payment. Both Parties shall work collaboratively to resolve any payment issues and ensure the smooth continuation of the project.

6. WARRANTIES AND LIABILITIES
6.1. Contractor Warranties:

The Contractor warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner, consistent with industry standards and best practices. The Contractor further warrants that it possesses the requisite skills, expertise, and experience to execute the tasks and deliverables outlined in the Scope of Work effectively and efficiently. The Contractor warrants that the Application, including all its components such as the user interface, administrative portal, reporting system, loyalty-based concept, payment wallet, security system, messaging and notification process, and currency conversion API integration, will function as specified in the Agreement, be free from defects in design, material, and workmanship, and conform to the requirements and specifications provided by POTOLO. The Contractor also warrants that all intellectual property provided to POTOLO, including but not limited to the Source Code, shall be original work and will not infringe upon or violate any intellectual property rights of any third party. The Contractor further warrants that it has obtained and will maintain all necessary licenses, consents, and permissions required to use any third-party software, tools, or libraries incorporated into the Application. The Contractor warrants that any open-source software used in the Application will comply with applicable open-source licenses and will not impose any restrictions or obligations on POTOLO beyond those specified in this Agreement. The Contractor warrants that it will comply with all applicable laws, regulations, and standards in the performance of its obligations under this Agreement. The Contractor also warrants that it will implement and maintain appropriate security measures to protect the Application and any data processed therein from unauthorized access, disclosure, alteration, or destruction.

6.2. Limitation of Liability:

To the maximum extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, revenue, data, or business opportunities, arising out of or related to this Agreement, even if such Party has been advised of the possibility of such damages. The total cumulative liability of either Party for any direct damages arising out of or related to this Agreement shall not exceed the total amount of fees paid or payable to the Contractor under this Agreement. The limitations of liability set forth in this clause shall not apply to damages arising from gross negligence, willful misconduct, or fraud by either Party. Additionally, the limitations of liability shall not apply to any breach of the confidentiality obligations or intellectual property rights under this Agreement.

6.3. Indemnification:

The Contractor agrees to indemnify, defend, and hold harmless POTOLO, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any third-party claims or actions alleging:

  • 6.3.1. That the Application or any component thereof infringes or misappropriates any intellectual property rights, including but not limited to copyrights, patents, trademarks, or trade secrets.
  • 6.3.2. Any breach of the Contractor's warranties, representations, or obligations under this Agreement.
  • 6.3.3. Any act or omission by the Contractor or its personnel that results in personal injury, death, or damage to property. POTOLO agrees to promptly notify the Contractor in writing of any such claims or actions and provide reasonable cooperation and assistance in the defense thereof.

POTOLO shall have the right to control the defense and settlement of any such claims or actions. In the event that any portion of the Application is, or in the Contractor's opinion is likely to be, held to infringe any intellectual property rights, the Contractor shall, at its own expense and option, either (a) procure for POTOLO the right to continue using the infringing component, (b) modify the infringing component to make it non-infringing without materially altering its functionality, or (c) replace the infringing component with a non-infringing component of equivalent functionality. If none of the foregoing options is reasonably available, POTOLO may terminate this Agreement and the Contractor shall refund to POTOLO all fees paid for the infringing component.

7. CONFIDENTIALITY
7.1. Obligation to Maintain Confidentiality:

Both Parties understand and agree that the Confidential Information is a valuable, special, sensitive, and unique asset of the Party who discloses the Confidential Information to the other Party (the “Disclosing Party”), and the disclosure, reveal, use, or dissemination of the Confidential Information, other than as specifically authorized by this Agreement, by the Party who receives the Confidential Information from the Disclosing Party (the “Receiving Party”) would cause irreparable harm and loss to the Disclosing Party. The Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose, reveal, disseminate, or use any Confidential Information for any purpose other than the performance of obligations and duties under this Agreement, without the prior express written consent of the Disclosing Party. The Receiving Party also agrees not to disclose, reveal, use, or disseminate any Confidential Information to any third party, including individuals, entities, or organizations, without the prior express written consent of the Disclosing Party, except as required by the Applicable Laws. The Receiving Party shall take all necessary precautions and care to prevent the unauthorized, unlawful, and illegal use, disclosure, or dissemination of the Confidential Information.

7.2. No Obligation for Disclosure:

Subject to the terms, conditions, and obligations of this Agreement, the Receiving Party acknowledges and agrees that this Agreement does not constitute any obligation or compulsion on the part of the Disclosing Party to disclose or share any of its Confidential Information. The extent and nature of the Confidential Information that the Disclosing Party chooses to share, if at all, remains entirely within the Disclosing Party’s absolute and sole discretion, subject to the terms, conditions, and obligations as outlined in this Agreement. Notwithstanding the above, the Receiving Party agrees that its obligations to maintain the confidentiality and non-use of Confidential Information, as stipulated in this Agreement, shall remain unaffected by the disclosure or non-disclosure of Confidential Information or the continuation or discontinuation of any transaction or relationship between both Parties.

7.3. Permitted Disclosure:

The Receiving Party may disclose, reveal, use, or disseminate the Confidential Information: to the extent necessary to perform duties and responsibilities under this Agreement, provided that the Receiving Party shall take all reasonable steps to ensure that the Confidential Information is protected against unauthorized, unlawful, and illegal disclosure, reveal, use, or dissemination; and to the Receiving Party’s legal and financial advisors who need to know the Confidential Information for the purpose of providing legal and financial advice to the Receiving Party, provided that such advisors are bound by confidentiality obligations substantially similar to those contained in this Agreement.

7.4. Duty of Care:

The Receiving Party shall exercise the same degree of care, but no less than a reasonable degree of care, in protecting the Confidential Information as the Receiving Party would in protecting its own Confidential Information and proprietary information of a similar nature. The Receiving Party shall take appropriate measures to maintain the confidentiality, integrity, and security of the Confidential Information, including implementing reasonable safeguards and complying with any security protocols or guidelines provided by the Disclosing Party.

7.5. Exceptions to Confidentiality:

The obligations of the Receiving Party under this Agreement do not extend to information that: was in the public domain at the time it was disclosed by the Disclosing Party or has entered the public domain through no fault of the Receiving Party; was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior express written consent of the Disclosing Party; becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party, without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights; or is required to be disclosed by law, regulation, or order of a court of competent jurisdiction, provided that the Receiving Party gives the Disclosing Party reasonable prior written notice of such required disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s cost, in any lawful action to contest or limit the scope of such required disclosure.

7.6. Ownership of Confidential Information:

All Confidential Information, whether prepared by the Receiving Party or otherwise coming into the Receiving Party’s possession, shall remain the exclusive property of the Disclosing Party and shall not be removed from the Disclosing Party’s premises without the prior express written consent of the Disclosing Party, except in the furtherance of the Receiving Party duties and obligations under this Agreement.

7.7. Return or Destruction of Confidential Information:

Upon termination of this Agreement for any reason, the Receiving Party shall: immediately cease to use the Confidential Information; return to the Disclosing Party, or at the Disclosing Party’s option, destroy, all documents, materials, and other property of the Disclosing Party in the Receiving Party’s possession or control that contain or reflect any Confidential Information; and provide a written certification to the Disclosing Party that the Receiving Party has fully complied with the obligations under this clause.

8. INTELLECTUAL PROPERTY RIGHTS
8.1. Ownership of Source Code:

The ownership of the Source Code, which includes all software, scripts, documentation, and related materials developed by the Contractor under this Agreement, shall be vested in POTOLO upon full payment of the agreed-upon fees. This includes all deliverables created as part of the scope of work, such as the user interface, administrative portal, reporting system, loyalty-based features, payment wallet, security system, messaging and notification process, and currency conversion API integration. The Source Code shall be delivered to POTOLO in a readable and understandable format, complete with all necessary documentation, comments, and explanations to enable POTOLO or any third party designated by POTOLO to understand, use, modify, and maintain the software without further assistance from the Contractor. The Contractor warrants that the Source Code is original and does not infringe upon or violate any intellectual property rights of any third party. The Contractor further warrants that all intellectual property incorporated into the Source Code is either owned by the Contractor or has been properly licensed for use in the development of the Application. Upon transfer of the Source Code to POTOLO, the Contractor shall not retain any rights, title, or interest in the Source Code, and shall not use, reproduce, distribute, or disclose the Source Code to any third party without the express written consent of POTOLO.

8.2. Transfer of Rights:

Upon the completion of the project and full payment by POTOLO, the Contractor shall execute all necessary documents and take all necessary actions to transfer all rights, title, and interest in and to the Source Code to POTOLO. This transfer shall include, but not be limited to, the assignment of any and all intellectual property rights, including copyrights, patents, trade secrets, and any other proprietary rights related to the Source Code. The Contractor shall also provide POTOLO with all relevant materials, documentation, and information required to enable POTOLO to fully exercise its rights in the Source Code. This includes access to any third-party licenses, tools, or libraries used in the development of the Application, as well as any necessary permissions or consents from third parties whose intellectual property is incorporated into the Source Code. The Contractor shall cooperate fully with POTOLO to ensure a smooth and complete transfer of all rights and interests in the Source Code.

8.3. Use of Intellectual Property:

POTOLO shall have the exclusive right to use, modify, reproduce, distribute, and create derivative works from the Source Code and any other intellectual property developed under this Agreement. POTOLO may use the Source Code for any purpose, including commercial purposes, without any restriction or obligation to the Contractor. POTOLO shall also have the right to license, sublicense, or transfer the Source Code to any third party, at its sole discretion. The Contractor agrees that it will not use any portion of the Source Code or any derivative works thereof for any purpose other than as expressly authorized by POTOLO in writing. The Contractor further agrees that it will not disclose, distribute, or otherwise make available the Source Code or any part thereof to any third party without the prior written consent of POTOLO. The Contractor also agrees to indemnify, defend, and hold harmless POTOLO from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any breach of the Contractor’s warranties, representations, or obligations under this clause. This indemnification obligation shall survive the termination or expiration of this Agreement. In the event that any intellectual property developed under this Agreement is found to infringe upon or violate the rights of any third party, the Contractor shall, at its own expense and option, either (a) procure for POTOLO the right to continue using the infringing intellectual property, (b) modify the infringing intellectual property to make it non-infringing without materially altering its functionality, or (c) replace the infringing intellectual property with non-infringing intellectual property of equivalent functionality. If none of the foregoing options is reasonably available, POTOLO may terminate this Agreement and the Contractor shall refund to POTOLO all fees paid for the infringing intellectual property. The Contractor acknowledges and agrees that all work performed under this Agreement is made for hire for the benefit of POTOLO, and all intellectual property rights arising from such work shall vest in POTOLO upon creation. The Contractor shall take all necessary steps to ensure that its employees, agents, and subcontractors comply with the terms of this clause and transfer all rights and interests in any intellectual property developed under this Agreement to POTOLO.

9. SUPPORT AND MAINTENANCE
9.1. Support Services:

The Contractor shall provide comprehensive support services to ensure the smooth operation and functionality of the POTOLO Application post-deployment. Support services shall include, but are not limited to, technical assistance, troubleshooting, bug fixes, and user support. The Contractor shall maintain a dedicated support team capable of addressing and resolving issues promptly and efficiently. Support services will be available during business hours [SPECIFY TIME ZONE AND HOURS], with provisions for emergency support outside of these hours. The support team shall be accessible via multiple channels, including email, phone, and a web-based ticketing system. All support requests must be acknowledged within [SPECIFY TIME, E.G., ONE HOUR] of receipt, with an initial response provided within [SPECIFY TIME, E.G., FOUR HOURS]. The Contractor shall provide detailed documentation and training materials to POTOLO's staff to facilitate self-service support and reduce dependency on external assistance. This documentation shall cover all aspects of the Application, including installation, configuration, usage, and troubleshooting. The Contractor shall track all support requests and resolutions, maintaining a comprehensive log that includes the date and time of the request, the nature of the issue, the steps taken to resolve it, and the resolution outcome. This log shall be available to POTOLO upon request and used to identify recurring issues and areas for improvement.

9.2. Maintenance Services:

The Contractor shall provide ongoing maintenance services to ensure the POTOLO Application remains up-to-date, secure, and fully functional. Maintenance services shall include, but are not limited to, software updates, performance optimization, security patches, and compatibility adjustments. Regular maintenance shall be scheduled at mutually agreed-upon intervals, with advance notice provided to POTOLO to minimize disruption to business operations. The Contractor shall perform routine checks and updates to address any potential vulnerabilities, ensure compliance with relevant standards and regulations, and enhance the overall performance of the Application. In addition to scheduled maintenance, the Contractor shall provide corrective maintenance to address any issues or defects identified in the Application. This includes addressing bugs, errors, and malfunctions that may arise during normal usage. Corrective maintenance requests shall be prioritized based on the severity of the issue, with critical issues receiving immediate attention. The Contractor shall also provide adaptive maintenance to ensure the Application remains compatible with evolving technologies, platforms, and operating environments. This includes updating the Application to support new versions of operating systems, browsers, and third-party integrations as they become available.

9.3. Issue Resolution and Escalation Procedures:

The Contractor shall establish a clear and effective issue resolution and escalation procedure to address any problems that may arise during the provision of support and maintenance services. This procedure shall outline the steps to be taken in the event of an issue, the roles and responsibilities of each party, and the escalation process for unresolved issues. Upon receipt of a support request, the Contractor shall assign a qualified technician to diagnose and resolve the issue. The technician shall provide regular updates to POTOLO on the status of the issue and the steps being taken to resolve it. If the issue cannot be resolved within the specified resolution time, it shall be escalated to a higher level of support for further investigation and resolution. The escalation procedure shall include the following levels:

  • 9.3.1. Level 1: Initial support and troubleshooting by the front-line support team. Issues that cannot be resolved at this level shall be escalated to Level 2.
  • 9.3.2. Level 2: Advanced support and issue resolution by senior technicians or subject matter experts. Issues that cannot be resolved at this level shall be escalated to Level 3.
  • 9.3.3. Level 3: Executive support and issue resolution by the management team or specialized experts. This level shall handle the most complex and critical issues that require immediate attention.

POTOLO shall be kept informed at each stage of the escalation process, with detailed updates on the progress and expected resolution time. The Contractor shall also provide a post-resolution report detailing the cause of the issue, the steps taken to resolve it, and any preventive measures implemented to avoid recurrence. In the event of a dispute or disagreement regarding the resolution of an issue, both Parties shall work collaboratively to reach a mutually acceptable solution. If necessary, an independent third-party mediator may be engaged to facilitate the resolution process.

10. DOCUMENTATION

10.1. Technical Documentation

The Contractor shall provide comprehensive technical documentation for the POTOLO Application. This documentation shall include detailed descriptions of the software architecture, design patterns, and development methodologies used in creating the Application. The technical documentation must cover all aspects of the Application, including the user interface, administrative portal, reporting system, loyalty-based concept, payment wallet, security system, messaging and notification process, and currency conversion API integration. The technical documentation shall include:

10.1.1. System Architecture

A detailed diagram and description of the overall system architecture, including the various components and their interactions.

10.1.2. Database Design

Schema diagrams, entity-relationship diagrams, and descriptions of database tables, relationships, and constraints.

10.1.3. API Documentation

Comprehensive documentation of all APIs used or developed as part of the Application, including endpoints, request/response formats, authentication mechanisms, and usage examples.

10.1.4. Code Documentation

In-line code comments and external documentation explaining the purpose and functionality of each major module, class, and method.

10.1.5. Configuration Guides

Instructions on configuring the Application, including environment setup, dependency management, and configuration file parameters.

10.1.6. Deployment Guides

Step-by-step instructions for deploying the Application in various environments (development, testing, production), including server setup, build processes, and deployment scripts.

10.1.7. Security Documentation

Descriptions of security protocols, encryption methods, and authentication/authorization mechanisms implemented within the Application.

10.1.8. Maintenance Procedures

Guidelines for routine maintenance tasks, such as database backups, log file management, and software updates.

The technical documentation must be kept up-to-date throughout the development lifecycle and provided in a format that is accessible and easily navigable. The Contractor shall ensure that the documentation is clear, concise, and free of technical jargon, enabling POTOLO’s technical staff to understand and utilize it effectively.

10.2. User Manuals

The Contractor shall develop comprehensive user manuals for the POTOLO Application, tailored to the needs of different user roles, including end-users, administrators, and technical support staff. These manuals shall provide step-by-step instructions for performing all key tasks and functions within the Application, supplemented by screenshots, diagrams, and examples to enhance understanding. The user manuals shall include:

10.2.1. End-User Manual

Instructions for navigating and using the Application’s user interface, performing common tasks, and troubleshooting basic issues. This manual should cover all features accessible to the end-users, such as account management, transaction processing, loyalty program participation, and messaging.

10.2.2. Administrator Manual

Detailed guidance for administrators on managing the Application’s backend portal, including user account management, content management, report generation, and system monitoring. This manual should also cover advanced features, such as configuring system settings, managing security permissions, and handling administrative tasks.

10.2.3. Technical Support Manual

Information for technical support staff on diagnosing and resolving common issues, managing user inquiries, and performing system maintenance tasks. This manual should include troubleshooting guides, frequently asked questions (FAQs), and escalation procedures for unresolved issues.

The user manuals must be written in clear, non-technical language, ensuring that users of varying technical proficiency can understand and follow the instructions. The Contractor shall provide the manuals in both digital and printed formats, as required by POTOLO, and ensure they are updated regularly to reflect any changes or enhancements to the Application.

10.3. Training Materials

The Contractor shall develop a comprehensive suite of training materials to facilitate the effective onboarding and training of POTOLO’s staff and end-users. These materials shall be designed to support both self-paced learning and instructor-led training sessions, covering all aspects of the Application’s functionality and usage. The training materials shall include:

10.3.1. Training Manuals

Detailed guides covering the same topics as the user manuals but presented in a format conducive to training, including learning objectives, key concepts, and practice exercises.

10.3.2. Presentation Slides

Slide decks for use in training sessions, summarizing key points and providing visual aids to support instruction.

10.3.3. Video Tutorials

Recorded video demonstrations of key tasks and functions within the Application, allowing users to follow along at their own pace. These videos should include voiceover explanations, annotations, and closed captions for accessibility.

10.3.4. Interactive Tutorials

Web-based interactive tutorials and simulations that guide users through common tasks and functions within the Application, providing hands-on experience in a controlled environment.

10.3.5. Assessment Tools

Quizzes, tests, and practical exercises designed to assess users’ understanding and proficiency with the Application. These tools should provide immediate feedback and guidance for improvement.

10.3.6. Training Schedules

Suggested training schedules and agendas for different user roles, outlining the sequence and duration of training sessions, key topics to be covered, and recommended practice activities. The training materials must be designed to cater to different learning styles and preferences, ensuring that all users can effectively engage with the content and develop the necessary skills to use the Application proficiently.

The Contractor shall collaborate with POTOLO to identify specific training needs and tailor the materials accordingly. The Contractor shall also provide ongoing support and updates to the training materials as the Application evolves and new features are introduced.

11. CODE RELEASE AND HANDOVER

11.1. Source Code Handover Process

The Contractor shall follow a meticulous and structured process for the handover of the Source Code to POTOLO. This process ensures that POTOLO receives all necessary components, documentation, and resources required to operate, maintain, and further develop the Application independently. The handover process shall include the following steps:

11.1.1. Preparation of Source Code

The Contractor shall prepare the complete Source Code for delivery, ensuring that it is fully documented, organized, and free from any defects or unfinished features. This includes all code files, libraries, dependencies, and any third-party integrations used in the development of the Application.

11.1.2. Code Repository Transfer

The Contractor shall transfer the Source Code from its internal code repository to a repository designated by POTOLO. This may involve providing access to a secure Git repository or delivering the code via encrypted digital media, such as a secure USB drive or encrypted file transfer.

11.1.3. Documentation

Along with the Source Code, the Contractor shall provide comprehensive technical documentation, as detailed in this Agreement, covering system architecture, database design, API documentation, configuration guides, deployment guides, security protocols, and maintenance procedures.

11.1.4. Knowledge Transfer

The Contractor shall conduct knowledge transfer sessions with POTOLO’s technical team to explain the structure, functionality, and operation of the Source Code. These sessions shall include walkthroughs of the codebase, demonstrations of key features, and explanations of any complex or unique aspects of the code.

11.1.5. Verification and Validation

POTOLO shall verify and validate the received Source Code to ensure it matches the agreed-upon specifications and requirements. This includes running the Application in a test environment, conducting code reviews, and performing functional and non-functional testing.

11.1.6. Acknowledgment of Receipt

Upon successful verification and validation, POTOLO shall provide written acknowledgment of receipt and acceptance of the Source Code, confirming that it meets the agreed-upon criteria and standards.

11.2. Final Deliverables

The final deliverables provided by the Contractor to POTOLO shall include all components necessary for the full operation and maintenance of the POTOLO Application. These deliverables shall encompass:

11.2.1. Complete Source Code

All Source Code files, including but not limited to, front-end and back-end code, scripts, libraries, and any custom-developed modules or plugins.

11.2.2. Technical Documentation

Comprehensive technical documentation as detailed in this Agreement, including system architecture diagrams, database schemas, API documentation, configuration and deployment guides, and maintenance procedures.

11.2.3. User Manuals

Detailed user manuals for end-users, administrators, and technical support staff, as outlined in this Agreement.

11.2.4. Training Materials

A full suite of training materials, including training manuals, presentation slides, video tutorials, interactive tutorials, and assessment tools, as described in this Agreement.

11.2.5. Third-Party Licenses

Copies of all third-party licenses, permissions, and consents required for the use of any third-party software, tools, or libraries integrated into the Application.

11.2.6. Development Environment Setup

Instructions and resources necessary to replicate the development environment used by the Contractor, including details on required software, tools, and configurations.

11.2.7. Deployment Scripts

Automated scripts for deploying the Application in various environments (development, testing, production), ensuring a seamless transition and deployment process.

11.2.8. Support and Maintenance Plan

A detailed support and maintenance plan outlining the ongoing support services and maintenance activities to be provided by the Contractor, as specified in this Agreement.

11.3. Acceptance Criteria

The acceptance criteria for the final deliverables shall be defined in detail and agreed upon by both Parties prior to the commencement of the project. These criteria shall serve as the basis for POTOLO’s verification and validation of the delivered Source Code and associated materials. The acceptance criteria shall include, but are not limited to, the following:

11.3.1. Functionality

The Application must meet all functional requirements and specifications outlined in the Scope of Work. This includes the correct implementation of all features, modules, and integrations specified in this Agreement.

11.3.2. Performance

The Application must perform efficiently and effectively, meeting all performance benchmarks and standards specified by POTOLO. This includes load times, response times, scalability, and resource utilization.

11.3.3. Security

The Application must adhere to all specified security requirements, including data encryption, authentication and authorization mechanisms, and protection against common security threats. The Application must pass all security audits and tests conducted by POTOLO’s security team.

11.3.4. Usability

The Application must provide a user-friendly and intuitive interface, adhering to the UI designs, colors, images, and logos specified by POTOLO. User experience must be validated through usability testing and feedback from end-users.

11.3.5. Compliance

The Application must comply with all relevant industry standards, regulations, and best practices. This includes compliance with data protection laws, accessibility standards, and any other applicable regulations.

11.3.6. Completeness

The delivered Source Code and associated materials must be complete, with no missing components or unfinished features. All documentation, user manuals, training materials, and third-party licenses must be provided as specified.

11.3.7. Testing and Validation

The Application must pass all functional and non-functional testing conducted by POTOLO, including unit tests, integration tests, system tests, and user acceptance tests (UAT). Any issues identified during testing must be resolved by the Contractor prior to acceptance.

Upon meeting all acceptance criteria, POTOLO shall provide formal acceptance of the final deliverables, indicating that the project has been completed to its satisfaction. Any deviations from the acceptance criteria must be documented and addressed promptly by the Contractor to ensure full compliance and acceptance.

12. TERM AND SURVIVAL

This Agreement shall commence on the Effective Date, as duly executed by both Parties, and shall continue in full force and effect until terminated in accordance with the provisions of this Agreement. Notwithstanding the termination of this Agreement, certain provisions hereof shall survive and remain in effect. These include, but are not limited to, the obligations and rights regarding confidentiality, intellectual property rights, indemnification, and any other provisions which, by their nature, are intended to survive termination or expiration of this Agreement.

13. TERMINATION

13.1. Termination Conditions

This Agreement may be terminated under the conditions set forth below. Termination of this Agreement shall be without prejudice to any rights or obligations accrued to either Party prior to the effective date of termination.

13.1.1. By POTOLO

POTOLO may terminate this Agreement, in whole or in part, at any time by providing written notice to the Contractor under the following circumstances:

13.1.1.1. For Convenience

POTOLO may terminate this Agreement for convenience, without cause, by providing thirty (30) days' written notice to the Contractor. In such cases, POTOLO shall compensate the Contractor for all work performed up to the effective date of termination, including any approved expenses incurred.

13.1.1.2. For Cause

POTOLO may terminate this Agreement for cause if the Contractor fails to perform any of its material obligations under this Agreement and does not cure such failure within fifteen (15) days after receiving written notice from POTOLO specifying the nature of the breach. Termination for cause shall entitle POTOLO to recover any damages resulting from the Contractor’s breach.

13.1.1.3. Insolvency

POTOLO may terminate this Agreement if the Contractor becomes insolvent, files for bankruptcy, or is placed under receivership or liquidation. In such cases, POTOLO shall be entitled to the immediate return of all deliverables and Source Code provided to date.

13.1.2. By Contractor

The Contractor may terminate this Agreement, in whole or in part, by providing written notice to POTOLO under the following circumstances:

13.1.2.1. For Convenience

The Contractor may terminate this Agreement for convenience by providing thirty (30) days' written notice to POTOLO. The Contractor shall complete any work in progress and deliver all partially completed deliverables, for which POTOLO shall compensate the Contractor accordingly.

13.1.2.2. For Cause

The Contractor may terminate this Agreement for cause if POTOLO fails to perform any of its material obligations, including timely payment of fees, and does not cure such failure within thirty (30) days after receiving written notice from the Contractor specifying the nature of the breach. Termination for cause shall entitle the Contractor to recover any outstanding fees and approved expenses incurred up to the effective date of termination.

13.1.2.3. Insolvency

The Contractor may terminate this Agreement if POTOLO becomes insolvent, files for bankruptcy, or is placed under receivership or liquidation. In such cases, the Contractor shall be entitled to recover any outstanding fees and approved expenses incurred up to the effective date of termination.

13.2. Effects of Termination

Upon termination of this Agreement, the following provisions shall apply:

  • The Contractor shall immediately cease all work on the project, except as necessary to complete any outstanding deliverables specified in the termination notice.
  • The Contractor shall return to POTOLO all property, documents, and materials, including the Source Code, technical documentation, user manuals, and training materials, provided by POTOLO or generated as part of the project.
  • The Contractor shall also provide any partially completed deliverables and work-in-progress related to the project.
  • POTOLO shall make a final payment to the Contractor for all work performed and approved expenses incurred up to the effective date of termination, subject to the terms of this Agreement.
  • The Contractor shall submit a final invoice detailing all outstanding amounts due, which POTOLO shall pay within thirty (30) days of receipt.
  • The confidentiality and intellectual property provisions of this Agreement shall survive termination.
  • The Contractor shall continue to maintain the confidentiality of POTOLO's proprietary information and comply with all intellectual property rights transfer obligations outlined in this Agreement.
  • If requested by POTOLO, the Contractor shall provide reasonable assistance and support to facilitate the transition of the project to another developer or to POTOLO’s internal team. This may include transferring knowledge, providing documentation, and ensuring the continuity of the project.
  • Termination of this Agreement shall not affect any rights or obligations that have accrued prior to the effective date of termination.
  • Both Parties shall use their best efforts to resolve any outstanding issues amicably and in good faith, ensuring a smooth and orderly conclusion to the project.
  • Any disputes arising from the termination of this Agreement shall be resolved in accordance with the dispute resolution procedures outlined in this Agreement.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1. Governing Law

This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the US, exclusive of conflict or choice of law rules. Both Parties agree that the laws of the US, without regard to principles of conflict of laws, shall govern this Agreement and any dispute of any sort that might arise between both Parties. The courts in the [INSERT STATE NAME], US shall have exclusive jurisdiction over any of the disputes arising out of or in relation to or in connection with this Agreement.

14.2. Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or in relation to or in connection with this Agreement or its breach, termination, or validity thereof, both Parties shall follow the dispute resolution procedure set forth below:

14.2.1. Mutual Negotiations

Both Parties shall first engage in bona fide mutual and amicable negotiations with respect to the dispute, controversy, or claim to resolve the dispute informally.

14.2.2. Mediation

If the Parties are unable to resolve the dispute informally within thirty (30) days of initiating mutual negotiations, then either Party may initiate mediation proceedings by providing a written notice to the other Party. Both Parties shall then engage in mediation within thirty (30) days from the date of receipt of the written notice, using a mediator selected by mutual agreement or by a mediator appointed by a court of competent jurisdiction as per the Applicable Laws. Both Parties shall also mutually decide the rules and procedure for the mediation proceedings in writing unless institutional mediation is selected by both Parties in writing, wherein the mediation shall be governed by the rules and procedure of the mutually selected mediation institution.

14.2.3. Arbitration

If the Parties are unable to resolve the dispute through mediation within thirty (30) days from the date of initiating mediation, then either Party may initiate arbitration by providing a written notice to the other Party as per the Applicable Laws. The arbitration shall be conducted in accordance with the rules and procedures as may be mutually determined by the Parties in writing. The seat and venue for arbitration shall be [INSERT STATE NAME], US. The arbitration shall be conducted by a sole arbitrator mutually selected and appointed by both Parties. In case the Parties fail to appoint an arbitrator, they may request the competent court to appoint a suitable arbitrator under the Applicable Laws. The arbitration shall be conducted in English language only. The decision of the arbitrator shall be final and binding on both Parties. In the event that a Party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other Party is entitled to recover the costs associated with enforcing or defending this award. This includes, but is not limited to, reasonable attorney’s fees, court costs, and necessary disbursements in addition to any other relief to which the Party may be entitled.

15. MISCELLANEOUS

15.1. Force Majeure

Neither Party shall be deemed in default or otherwise responsible for any delay or failure in performance under this Agreement to the extent that such delay or failure is attributable to any event or circumstance beyond their reasonable control, including, but not limited to, pandemics, epidemics, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials (a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the affected Party shall notify the other Party of such an event in writing and its impact on its ability to perform its obligations under this Agreement. The affected Party shall use reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance under this Agreement as soon as reasonably practicable. If such Force Majeure Event continues for a period exceeding sixty (60) days, either Party may terminate this Agreement upon written notice to the other Party. During the pendency of any Force Majeure Event, the performance of the affected Party’s obligations, to the extent affected by such Force Majeure Event, shall be suspended, and any timelines or deadlines set forth in this Agreement shall be extended accordingly as per mutual written agreement between both Parties.

15.2. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such provision shall be modified, rewritten, or interpreted to include as much of its nature and scope as will render it enforceable. If the court finds the said provision cannot be modified, rewritten, or interpreted to become enforceable, the said provision shall be severed from this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect as if such provision was not included. In the event such an invalid, illegal, or unenforceable provision is an essential part of this Agreement, both Parties shall immediately commence good faith negotiations to replace such provision with a mutually acceptable provision that, to the greatest extent possible under Applicable Laws, achieves the same economic, legal, and other benefits as the severed provision. This clause shall be applied and construed both with respect to this Agreement taken as a whole, and with respect to the parts and sub-parts of this Agreement taken separately.

15.3. Assignment

No Party shall assign in whole or in part its rights or obligations under this Agreement without the prior written consent of the other Party. In case of such assignment, it shall be binding on and inure to the benefit of the respective successors of the Parties thereto.

15.4. Waiver

No forbearance, failure, delay, or negligence in exercising any power, right, or privilege under this Agreement by any Party shall constitute a waiver thereof. Any single or partial exercise of any right, power, or privilege under this Agreement by any Party shall not preclude any other or future exercise thereof or the exercise of any other right, power, or privilege. Waiver by any Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent breach, default, or violation. Any waiver, permit, consent, or approval of any kind under this Agreement must be made explicitly in writing and shall be valid only to the extent of its express terms and conditions.

15.5. Amendments

Any amendment, modification, or waiver of any provision of this Agreement, or any consent to any departure therefrom, shall be effective only if it is in writing and signed by both Parties.

15.6. Entire Agreement

This Agreement constitutes the full and complete understanding and contractual agreement between both Parties, superseding all prior or contemporaneous oral or written communications, proposals, agreements, understandings, or representations about the subject matter herein. All prior understandings, discussions, negotiations, and agreements, whether oral or written, are merged herein.

15.7. Notices

All notices, requests, demands, and other communications that are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by facsimile transmission, by telex, by registered mail, by fax or by electronic mail, to the respective Parties. Notice shall be deemed given: if delivered personally, upon receipt; if sent by telex, upon confirmation of receipt; if sent by registered mail, within three (3) days of depositing in the mail; if sent by fax or electronic mail, upon electronic confirmation of receipt; or if posted on the other Party's last known residence, the next business day after posting. A notice is deemed to be received if it is delivered personally, when it is delivered; if sent by telex, on the third business day after posting; if sent by registered mail, on the date of signature of the courier’s receipt or if sent by e-mail or fax, at the time of transmission, provided that no “out of office,” “delivery failure,” or “not read” message relating to such e-mail is received by the sender within one (1) hour of transmission.

15.8. Counterparts and Execution

This Agreement may be signed in two or more counterpart originals, each of which shall constitute an original document and will be deemed fully executed when both Parties have affixed authorized signatures, whether or not on a single page. All the Parties agree that this Agreement may be executed and delivered by facsimile, e-mail, electronically transmitted Portable Document Format (“PDF”), or any other electronic means, method, and/or mode of transmission as mutually agreed between both Parties in writing, in accordance with the Applicable Laws. Both Parties hereby agree and acknowledge that electronic signatures shall be considered as valid, legal, and binding as traditional and original handwritten signatures to the extent permitted by the Applicable Laws.

15.9. Review by Legal Counsel

By signing this Agreement, both Parties agree that they have had sufficient opportunity to review the terms and conditions of this Agreement with their legal counsel and agree to abide by this Agreement.

15.10. Acknowledgment and Acceptance

Both Parties acknowledge and accept that they have carefully read this Agreement, understood its terms and conditions, had an opportunity to consult with legal counsel of their choice, have considered the restrictions contained in this Agreement and their impact on their future activities, and agree that the restrictions contained in this Agreement are fair, reasonable, and are required for the protection of the legitimate business interests of both Parties.

IN WITNESS WHEREOF, both Parties have caused this Agreement to be executed by their respective, fully authorized representatives as of the Effective Date.

SIGNED AND DELIVERED by the
within named POTOLO,
i.e., [●],
through its Authorized Signatory [●]
in the presence of [●]

SIGNED AND DELIVERED by the
within named Contractor,
i.e., [●],
through its Authorized Signatory [●]
in the presence of [●]