PRODUCT DEVELOPMENT AGREEMENT

This Product Development Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF THE COMPANY],having registered office at [ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT THE NAME OF THE DEVELOPER], having registered office at [ADDRESS OF THE COMPANY] (hereinafter referred to as the “Developer” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Company” and the “Developer” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS:

1. The Company has agreed to engage the Developer to design and develop Product for the Company.
2. The Developer has the necessary know-how, skill and expertise to ascertain the Company’s particular requirements and to develop the Product for the Company upon the terms and subject to the conditions of this Agreement.
3. The Company and Developer mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Product” shall mean the Product developed by the Developer as per the specifications provided by the Company.
   2. “Product Design” shall include all applications, developments, designs any other intellectual property related to the Industrial design created by the Developer.
   3. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
2. SCOPE OF WORK
   1. The Developer agrees to develop the product for the Company in accordance with the following specifications and requirements [INSERT PRODUCT SPECIFICATIONS].
   2. The Developer shall develop the product within the specified timeframe of [INSERT THE TIMEFRAME WITHIN WHICH DEVELOPER SHALL].
   3. Any additional requirement shall require a prior written mutual agreement.
   4. The parties agree to hold regular progress meetings to review the status of the Product Development and discuss any adjustments or issues that may arise during the engagement.
3. TERM AND TERMINATION
   1. The term of this agreement shall commence on the effective date hereof and continue until the completion of the Product Development or terminated earlier as per the provisions of this agreement.
   2. If the Developer fails to meet the specified timeframe or milestones, the Company may upon written notice terminate this agreement.
   3. Notwithstanding any other provisions herein contained, and without prejudice to any other right, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT THE NUMBER OF DAYS WITHIN WHICH NOTICE OF TERMINATION SHALL BE GIVEN] days.
   4. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
4. PAYMENT
   1. The Company shall pay a maximum total of [INSERT THE AMOUNT TO BE PAID TO DEVELOPER] plus any other taxes imposed by any federal, state or local government and any other amounts owed under this Agreement to the Developer after the completion of the Project.
   2.  A deposit of [INSERT THE PERCENTAGE OF TOTAL AMOUNT TO BE DEPOSITED TO COMMENCE THE PROJECT] of the total amount is required to commence the project. All payments made to the Developer under this Agreement must be in [INSERT THE CURRENCY IN WHICH PAYMENT SHALL BE MADE].
5. RELATIONSHIP OF PARTIES
   1. The Developer acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner of the Company. The Company will provide with the details of the Product it wants from the Developer to undertake and perform henceforth.
   2. The Developer may engage or assign other individuals as subcontractors to assist in developing the Product, provided that the developer remains responsible for the quality and timeliness of the other subcontractor’s work.
6. DUTIES OF THE DEVELOPER
   1. The Developer shall diligently and professionally in good-faith develop the requested project as per the Company’s requirements.
   2. The Developer shall be responsible for creating original and high-quality Product as outlined in the Scope of Work.
   3. The Developer shall follow any guidelines, specifications, or branding requirements provided by the Company to maintain consistency and alignment with the Company’s brand.
   4. The Developer shall ensure that the product developed is original and does not infringe upon any trademark or intellectual property rights of third parties and shall ensure that the product developed meets industry standards, is error-free, and aligns with the agreed-upon quality benchmarks.
   5. The Developer shall adhere to the project timeline and deliver content within the specified deadlines or milestones.
   6. The Developer shall maintain open and timely communication with the Company regarding the progress of the Product, any challenges, and potential delays.
   7. The Developer shall treat all project-related information and materials as confidential and shall not disclose any sensitive details to third parties.
7. DUTIES OF THE COMPANY
   1. Company shall provide all the necessary materials required for the development of the Product.
   2. Company agrees to provide all assistance and cooperation to the Developer in order to complete the development of the product within the specified timeframe.
   3. The Company shall make timely payment to the Developer for the services rendered by it to the Company;
8. OWNERSHIP AND INTELLECTUAL PROPERTY
   1. The Developer agrees that upon completion and full payment, all rights, title, and interest in the Product developed under this agreement shall be transferred to the Company. The Company shall have the exclusive right to use, modify, distribute, and sublicense the product as it sees fit.
   2. The developer covenants that it will not claim any right, title or interest whether at law or in equity in any Intellectual Property of the Company’s business and in the Product developed and that the Company shall be the sole, exclusive and absolute owner of all.
9. REPRESENTATION AND WARRANTIES
   1. Both Company and developer represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.
   2. Developer represents and warrants that it has all the necessary licenses, permits and registrations, if any, required to develop the product under this Agreement in accordance with applicable federal, state and local laws, rules and regulations and that it will develop the Product according to the Company’s guidelines and specifications and with the standard of care prevailing in the industry.
10. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
11. CONFIDENTIALITY
    1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
    2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
    5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
12. NON-COMPETE
    1. Developer agrees and covenants that during the term of this Agreement, and for a period of [INSERT THE YEARS OR MONTHS DURING WHICH NON COMPETE CLAUSE APPLIES] following the termination of this Agreement, Developer will not, directly or indirectly, develop or engage in the same as were developed for Company for any business that is directly or indirectly in competition with Company.
13. FORCE MAJEURE
    1. No failure or omission by the Developer or the Company in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Company or the Developer , as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than two (2) weeks, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
14. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY WHOSE LAWS WILL BE APPLICABLE] .
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Developer and Company. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
15. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Developer: [INSERT THE EMAIL ID OR/AND ADDRESS OF DEVELOPER]
       2. If to the Company: [INSERT THE EMAIL ID OR/AND ADDRESS OF COMPANY]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
16. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT THE CITY or COUNTRY WHOSE ARBITRATION LAWS SHALL BE APPLICABLE] then in force.
17. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be ENGLISH.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
18. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Developer

Name: [INSERT THE NAME/SIGNING AUTHORITY OF DEVELOPER]

Signature:

Date: [INSERT THE DATE ON WHICH DEVELOPER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Company

Name: [INSERT THE NAME/SIGNING AUTHORITY OF COMPANY]

Signature: 

Date: [INSERT THE DATE ON WHICH COMPANY SIGNS THE AGREEMENT]