How to write your Exhibit C (Developer Materials)
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Use cases for this template
Licenses in the shadows at LumenCart's launch
The Challenge
As LumenCart hired NovaFrame Studios to build a commerce site, the team discovered that prior frameworks, stock images, and a payment SDK were in play with no written description, missing documentation links, unclear approvals, and uncertain expense responsibility, putting the timeline at risk and leaving no person clearly identified as the contact.
The Solution
They used the materials exhibit to separate developer-owned and third-party items in accordance with specifications, while Proposal Kit was used to create supporting documents-an inventory report, a short proposal addendum, and formal request letters for approvals-drafted with the AI Writer for clarity and consistency, plus line-item quoting to present license fees and processing costs; the legal contract template itself was not authored by the AI Writer.
The Implementation
Each component was logged with owner, contact, limited license terms, attribution statements, and links to documentation, then NovaFrame carried the list into weekly status reports generated in Proposal Kit so stakeholders could see the association to deliverables and proceed only after approvals were executed.
The Outcome
The team launched on schedule with costs controlled, the exhibit became their single source of truth, approvals were traceable, and improvements flowed smoothly because every asset's rights and obligations were clearly recorded and responsibly managed.
BlueHarbor's regulated rollout for the ClarityVitals app
The Challenge
BlueHarbor Health Tech engaged Gridline Labs to integrate a prior authentication module and a third-party charting library, but procurement needed a present, audit-ready record of rights, responsible roles, and processing steps before moving forward.
The Solution
The exhibit clarified ownership and limited licenses, while Proposal Kit produced a compliance report, a data-handling plan, and stakeholder briefing materials using the AI Writer, supporting documents only, not the legal contract-plus line-item quoting that tied each expense to a specification and approval gate.
The Implementation
Gridline identified every asset, wrote concise descriptions in accordance with the specs, named the contact person for each license, and routed approvals. Proposal Kit assembled the package so executives could review, request changes, and sign off without ambiguity.
The Outcome
Auditors found the package complete, approvals were executed quickly, and the launch proceeded with a clear association between components and deliverables, enabling handoff and future improvements without legal uncertainty.
RiverWorks Association maps its watershed portal
The Challenge
The RiverWorks Association hired TerraPixel to rebuild a public mapping site that mixed open-source code with proprietary map tiles, and the board demanded a transparent, itemized explanation of costs, rights, and obligations prior to funding.
The Solution
The exhibit documented developer and third-party materials with written descriptions and license limits, while the Proposal Kit generated a grant proposal, a monthly governance report, and a vendor comparison study via the AI Writer to support decision-making (not to modify the contract), and line-item quoting to show each asset's expense and approval needs.
The Implementation
TerraPixel identified all components, linked documentation, noted attribution statements, specified responsible contacts, and created a simple processing checklist; Proposal Kit helped present the package and track requests so the board could approve items in sequence.
The Outcome
Funding was released, the portal launched on time, expenses stayed within budget, and the executed approvals created a durable record that will carry through maintenance, future upgrades, and vendor transitions.
Abstract
This exhibit organizes all pre-existing materials used in a project into two groups: those owned by the developer and those owned by third parties. Its purpose is to make ownership and usage rights clear so the team can build in accordance with the main agreement and the project specifications. It is typically executed with the master contract for the engagement and helps prevent disputes over prior work, license scope, or later improvements created during the project.
Each listed item should include a concise written description, links or references to documentation, and the intended use within the product or site. Identify the owner, the contact person, and any required approvals. Note whether use is limited to the project or broader, and whether attribution or other statements are required.
When third parties are involved, include license terms, expense responsibilities, and any processing steps to obtain permissions. Every asset must be clearly identified and associated with a deliverable so the team can carry the correct rights forward.
Operationally, complete this schedule prior to proceeding with build work. The developer and client should confirm who is responsible for approvals, how to request additions or substitutions, and how changes will be reported. If questions arise, the developer can provide assistance to gather missing information. Good practice includes documenting design concepts, code libraries, media, fonts, data sets, and tools, and recording any constraints that affect deployment or integration.
Typical use cases include a website build that relies on a developer's framework plus third-party libraries and stock images; a mobile app that incorporates prior modules for authentication and mapping; or a data-processing solution that uses pre-existing connectors and licensed datasets. In each scenario, the exhibit presents what comes from the developer, what comes from others, and who bears the expense and risk for approvals, ensuring the project proceeds in an orderly manner and in accordance with the specifications.
The Proposal Kit can help teams prepare this schedule and related documents. Its document assembly streamlines creation of exhibits and attachments, automated line-item quoting supports budget clarity, the AI Writer can write supporting documentation, and the extensive template library makes it easy to tailor clear, professional materials for your next engagement.
Beyond listing assets, this exhibit functions as a governance tool for risk, cost, and compliance. Treated as a living inventory, it helps teams present a single source of truth at kickoff and during reviews. Product owners and procurement can quickly see the association between each component and its deliverables, licenses, and approvals, which reduces rework and delays.
Finance gains clearer forecasting because third-party licenses, attribution duties, and limits are visible before the build begins. Legal and IT can standardize due diligence for audits, vendor onboarding, and M&A evaluations using the same structured schedule.
Project managers can set a cadence to produce a brief report that highlights new items, changes to scope, and pending approvals. This keeps stakeholders aligned without diving into technical repositories. The approach scales from startups reusing code libraries to enterprises coordinating multiple vendors across regions, and it benefits nonprofits and associations that rely on grant-funded software where license terms and attribution must be tightly controlled.
Proposal Kit adds practical support for assembling this material list and keeping it consistent with the statement of work. Teams can generate exhibits that link items to requirements and line-item budgets, use the AI Writer to write concise descriptions and requests for approvals, and draw from templates for schedules, change requests, and supporting documentation. The result is a clear package you can present to executives, with content tailored to the engagement and easy to maintain as the project evolves.
To strengthen execution, treat the schedule as a controlled artifact with versioning and sign-offs. At project kickoff, record each item with a written description, version, owner, and link to documentation. Note whether the right to use is limited, the exact scope in accordance with specifications, and any attribution statements.
Include the contact person for licenses, the approval path, and who is responsible for the ongoing expense. As new components are identified during the proceeding work, submit a request, route it for approvals, and log the decision so the team can carry the correct rights forward after the schedule is executed.
Define inclusion criteria that are simple and auditable: any prior asset or third-party component used in the build or deployed on the site belongs on the list. Capture whether the asset enables concepts or features, whether it restricts future improvements, and any processing steps required before release, such as security scans or procurement checks. Establish a monthly report to highlight pending approvals, budget impact, and items needing assistance. This reduces surprises late in the engagement and helps leadership allocate resources.
Consider lifecycle value beyond launch. The exhibit supports onboarding of new developers, vendor transitions, audits, and end-of-life decisions. It helps product teams plan upgrades when a library sunsets, and it clarifies who to contact if a license changes.
Typical additional use cases include re-platforming a legacy site that reuses prior modules, OEM bundles that embed a developer framework with third-party codecs, and analytics projects that incorporate pre-existing data connectors. In each case, clear ownership records accelerate compliance reviews and cut lead time to deployment.
Proposal Kit can streamline this workflow. Teams can assemble consistent schedules and related statements, tie items to requirements and budgets with automated line-item quoting, and use the AI Writer to write descriptions, requests, and change notes. Its template library makes it easier to present a coherent package aligned to your specifications and keep it current throughout the project.
Writing the Exhibit C (Developer Materials) document - The Narrative
EXHIBIT C
DEVELOPER OWNED MATERIALS
The following is a list of pre-existing materials owned by "Developer" which will be used in the project. Describe each item to be included in the project owned by the Developer.
THIRD PARTY OWNED MATERIALS
The following is a list of pre-existing materials owned by third parties which will be used in the project. Describe each item to be included in the project owned by the a third party.

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- To be used along with the various US project and service contracts
How to Build a Legal Contract with Proposal Kit
This video illustrates how to create a legal contract using the Proposal Pack Wizard software. It also shows how to create a proposal with an invoice and contract at the same time.
Frequently Asked Questions
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The legal contract templates are written by legal professionals and designed to comply with current laws and regulations at the time of their writing. However, laws can vary by jurisdiction and change over time, so it's recommended to have your contract reviewed by a local attorney to ensure it meets all legal requirements specific to your region and industry. Templates are licensed as self-help information and not as legal advice.
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- Consult a legal professional: Before finalizing the contract, have it reviewed by an attorney to ensure it complies with applicable laws and protects your interests.

By Ian Lauder

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