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Use this template when designing a complex software project. The SDP worksheet will help you develop a comprehensive development plan to ensure the project conforms to your client's specifications and contractual obligations.
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Software Development Plan
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Writing the Software Development Plan document

Software Development Plan SDP THE SDP PROJECT DOCUMENT TITLE Author Title company name current date Document Version Control Information V 1. 0 1. Introduction

1 Purpose of this Document Objectives Insert the purpose of this document its objectives and its intended audience. 1 Scope of Document Insert description of the scope of this Software Development Plan. 1. Scope Constraints Insert constraints such as schedules costs interactions overview or any other information relevant to the testing of the development requirements.

1 Overview Insert an overview or brief description of the product software or other desired end result that is being tested under this Software Development Plan. 1 Business Context Insert an overview of the business or organization desiring the development of this project. Include the business or organizations mission statement and its organizational goals and objectives. Note. If you have already completed Software Requirements Specification the majority of this material is copied verbatim from that document. The purpose of this preamble is to familiarize staff recently attached to the testing portion of project who may not have been present or involved with earlier stages of the project. 1 Definitions Terms Acronyms or Abbreviations Insert definitions of any terms used throughout this Software Development Plan. Be sure to define specific acronyms or abbreviations used in your project. 1 References and Reference Material Insert list of all reference documents and other materials related to the Software Development Plan. References will often include but are not limited to. * Requirements Management Plan RQMP

* Risk Management Plan RMP * Business Modeling Guidelines * Development Case * Software Requirements Specifications SRS * Design Specifications * Programming Guidelines * User Interface UI Guidelines * Human Interface HI Guidelines * Test Guidelines and Test Measurement Plan

* Software Quality Assurance Plan * Software Management Plan * Project Outline and Management Plan * Project Acceptance Plan 1 Documentation Items Insert references to documentation. 2. Overview of Project 2 Purpose of Project Insert description of the purpose of the project and expected outcome.

2 Scope of Project Insert description of the scope of the project including the departments it may affect or include vendors it may impact business processes it may enhance or replace or anything else relating to or regarding the scope of the project that this Software Development Plan may include. 2 Project Objectives Insert description of the objectives that are to be met by the project itself and not necessarily by the Software Development Plan. 2 Assumptions and Constraints of the Project

Insert list and descriptions of all assumptions that the Software Development Plan is based upon. Constraints may also be detailed in this section including any variable or conditional constraints that may exist. 2 Software Development Plan History Insert references or table of prior versions of the Project Software Development Plan or any other information detailing revisions edits or changes to this Software Development Plan or Project as whole. 2 Specific Objectives and Requirements Not to be Met Insert any objectives and requirements for this project that are not to be met. This section is used to better clarify areas that you would like to be made clear are not the intended goals of this Software Development Plan. 3. Organization of Project Insert description of how the project and its components are to be organized including hierarchical organization chart or diagram of entities that details authorities. This includes project teams third party vendors third party contractors management duties report to lists and any group that is to be included into the overall organizational structure of the project. 3 Internal Interfaces Insert all information pertaining to how the project interfaces with internal groups in the Company. This includes all direct team members involved with the development. however this may also include departments that may have little or no say in the development of the project yet have roles as end users.

3 External Interfaces Insert all information pertaining to how the project interfaces with external groups in the Company. This includes all vendors and contractors involved with the development including those with testing or end user responsibilities. 3 Roles and Responsibilities Insert the organizational units that are responsible for determining or supporting processes. Include all points of contact for these organizational units. 4. Project Management

This section describes the management processes that oversee the costs timeline schedules decision making and evaluation points in the project. 4 Estimates This section will provide the estimated costs for project including schedule for all payments. Include detailed basis for all costs and description of the point at which re evaluation of those costs should take place. Thresholds should be detailed even if they are conditional or variable costs. 4 Project Plan Detail This section will describe the project plan in detail. This section will often span multiple pages. Criteria for developing project plan include but are not limited to. * The phases that the project plan will be broken into including any friendly names you may use for them such as Prototype Core Development Production etc. * breakdown of the work structure and assignments of responsibilities.

* Timelines Schedules or Gantt Charts that show the amount of time allotted to each phase of the project or to specific tasks. * Specific project milestones and deliverables including specific release dates for prototypes drafts demos or releases. * Specific criteria for project milestones and deliverables. * Identification of the internal or external achievements that must be met for each milestone or deliverable. 4. Project Plan Detail. Iteration Objectives

This section describes each version or iteration of specific deliverable or objectives and what the criteria shall be for approval. If project deliverables include iterations of deliverables that are experimental or exploratory in nature then specific criteria may include Iteration Objectives that merely state what was learned or discovered. 4. Release Dates This section will describe any release dates for project milestones or deliverables. 4. Project Schedule and Schedule of Phases This section will describe the complete schedule for completion of the project including individual breakdowns of each individual phase. Phases that run concurrent should be detailed using proper project management charts and diagrams. Target dates should be fixed in this section for each deliverable or milestone even if they are estimates. 4. Acquisition of Resources This section will describe how the Company will acquire the necessary resources to fulfill the project and which budgets will be tapped to do so. The section may also detail the approach that the Company will take to acquire resources. 4. Project Staffing Plan This section will describe the projects staffing requirement and how the Company will meet those requirements from within the Company or whether additional staff will be required. Detail whether external resources will be utilized to meet the Project Staff Plan and any constraints that may be imposed upon budgets and cost estimates for the project.

4. Project Training Plan This section will describe the projects staff requirement for training and whether external resources will be utilized to meet the Project Staffs Training requirements. Detail any constraints that may be imposed upon budgets and cost estimates for the project. Include time constraints and requirements to train staff. 4. Project Budget This section will describe in detail the costs and their allocation across the entire Software Development Plan. This section may span multiple pages or addenda if necessary. 4 Project Monitoring and Oversight This section will detail the requirements for controlling the projects its costs and adherence to the delivery schedule and phases for the management of the project. Include any schedules required to monitor the progress of the project and its individual milestones and deliverables to ensure that the project adheres to its proposed schedule. 4. Budget Control

This section details any budgetary controls that will be in place for the project. 4. Quality Assurance QA Control This section details any quality assurance controls that will be in place for the project. 4. Measurement Control This section details any measurements and standards that will be used to quantify benchmarks deliverables objectives methods or any other component of the project that requires the definition of specific measurements. 4. Reporting Control This section details all reporting requirements for the project including the frequency and formats of reports for the project.

4 Post Project Responsibilities This section details the responsibilities of individual organization units teams or staff after achieving completion of the project. Include all post project debriefings reports accounting of project resources and materials and staff re assignments and responsibilities. 5. Technical Process Plans and Methods Insert the specific technical process standards and methods to be used during the development of the project. In this section you will describe and define each plan that the Software Development Plan relies upon or includes. You may attach additional exhibits to this section if your testing plan requires them. This section may include excerpts or plan attachments from Sec. and Sec. 1. 7. At minimum most Software Development Plans will include. * Software Development Case * Business Process and Modeling Guidelines

* Design Style and Programming Guidelines and Standards * User Interface UI Guidelines and Standards * Risk Assessment Reduction and Management Plans * Testing Guidelines and Standards * Use Case Standards * Hardware and Resource Infrastructure Plan * Project Acceptance Plan * Configuration Management Plan

* Documentation Guidelines and Standards * Vendor Management Guidelines and Standards * Support Management Plan * Additional Plans or Guidelines 6. Project Deliverables Insert the specific milestones and deliverables that are to be delivered under this plan. Deliverables may also include iterative versions drafts demos prototypes and release versions of Software.

7. Deliverable and Milestone Objective Testing A description of individual milestones and deliverables and the requirements for acceptance. Examples. 7 Milestone or Deliverable Name Insert description here. 7 Milestone or Deliverable Name Insert description here.

7 Milestone or Deliverable Name Insert description here. 7 Milestone or Deliverable Name Insert description here. 8. Hardware and Resource Requirements List A description of the hardware and resource requirements.

Examples. 8 Hardware Requirement Name Insert description here. 8 Software Requirement Name Insert description here. 8 Security Resources Requirement Name

Insert description here. 8 Specific Tools Requirement Name Insert description here. 8 Specific Documentation Requirement Name Insert description here. 9. Change Request and Management A description of the Software Development Plan change request and change management procedures. Describe the process that must be followed for submission review and authorization for all requests for change to the Software Development Plan or any change to any part of the deliverables. 10. Approval for Software Development Plan

A description of the personnel authorized to approve the Software Development Plan. Their names titles and signatures must accompany this document. approved approver Title Date when the contact was signed approved approver Title

Date when the contact was signed approved approver Title Date when the contact was signed approved approver

How do you write a Software Build Requirements document? (alternate or related contract document)

company name Software Build Requirements Documentation current date To. company contract with Re. Insert Project Title Statement of Work ID#. contract reference number Beneficiary. Insert Beneficiary Depositor. Insert Depositor Purpose. Insert Short Description Contact. contract first name contract last name Deposit Schedule. Insert Timeframe or Schedule for Build Deposits Due Date date Software Build Requirements. Assembly Build Deposit Description E. g. PHP HTML JQuery and JavaScript Build Processes Required E. g. None Hardware Requirements E. g. None Operating System Requirements Insert Description Here Total Deliverable Components E. g. Required Compilers Tools Third Party Tools E. g. PHP Database Requirements Insert Description Here Additional Requirements not Listed Insert Description Here Software Build Requirements. Execution Hardware or Peripheral Devices Required for Execution Insert Description Here Minimum Number of Machines for Testing include OS requirements Insert Description Here Third party Software Required for Operation Insert Description Here Database Required for Operational Testing. If so does the build contain the necessary SQL or scripts to create the database Insert Description Here Total Estimated Time to Install and Configure all Required Software Tools Insert Description Here Total Estimated Time to Conduct Limited Testing Insert Description Here Test Plans Included in Deposit Insert Description Here Connections to third party systems web service or other resource required. Insert Description Here Software Build Requirements. Audit Procedures Note. Upon the delivery of any of the build deposits to Beneficiary by Depositor the following procedures shall be conducted prior to the acceptance of each deposit. Depositor shall provide to Beneficiary or Beneficiarys Agent any additional access required including access to all source and build instructions in order to create test or otherwise execute the build of the following fully functional software application s.

Audit Material Procedure Insert Description Here Insert Procedure Here Insert Description Here Insert Procedure Here Insert Description Here Insert Procedure Here Insert Description Here Insert Procedure Here address address city state or province zip or postal code Phone phone number

Writing the Web Site Development Agreement (UK) document (alternate or related contract document)

WEB SITE DEVELOPMENT AGREEMENT This Agreement is made this current day day of current month current year Commencement Date between company name address city state or province zip or postal code country Developer and company name Client and collectively referred to as the Parties. WITNESSETH Whereas Developer is in the business of offering Internet services relating to development of sites on the World Wide Web portion of the Internet and is willing to provide services to Client on the terms and subject to the conditions set forth below; and Whereas Client desires to engage Developer and Developer desires to be engaged by Client to provide Internet services on the terms and subject to the conditions set forth below. Now therefore the Parties hereby agree as follows. 1. Developer Services. Developer agrees to provide Client with services for development of Web site on the World Wide Web portion of the Internet the Web Site as set forth or described in Schedule hereto the Web Site Services and to provide Client with additional services if any set forth or described in Schedule hereto and mutually agreed upon in writing by the Parties the Additional Services. The obligations of Developer if any to provide ongoing maintenance tasks for the Web Site shall be set forth and included as part of Additional Services on Schedule hereto Maintenance The Web Site Services and the Additional Services are hereinafter referred to collectively as the Services. Client agrees that Developer is responsible only for providing the Services and Developer is not responsible for providing any services or performing any tasks not specifically set forth in Schedule or Schedule hereto.

2. Web Site Development and Transfer. 2 Specifications and Client Content. Developer in consultation with Client shall prepare detailed written specifications for the Web Site the Specifications. The Specifications shall consist of among other things design for the Web Site flow chart of the pages for the Web Site programming and interactive feature requirements and the placement of any content or other materials which are to be incorporated into the Web Site. The Specifications shall be subject to any restrictions or limitations set forth in Schedule or Schedule E. The Specifications which have been mutually agreed upon by the Parties in writing shall be attached hereto as Schedule and Schedule E. If the Parties are unable to agree in writing to mutually acceptable Specifications after using good faith efforts on or before days after the Commencement Date either party may terminate this Agreement by providing written notice to the other party. Such termination shall not relieve Client from the obligation of paying Developer for all fees due and owing Developer as of the date of such termination. 2 Delivery of Client Content. Client Content shall mean any materials provided by Client for incorporation in the Web Site including but not limited to any images photographs illustrations graphics audio clips video clips or text. Client shall deliver the Client Content to Developer in an electronic file format specified and accessible by Developer e. g. txt gif or as otherwise specified in the Specifications. Any services required to convert or input Client Content not set forth in the Specifications shall be charged as Additional Services. Client shall promptly deliver all Client Content to Developer as required by Developer. 2 Initial Version. Upon Specifications being mutually agreed and upon Developers receipt of the Client Content and any fees called for in Schedule hereto Developer shall commence tasks associated with the development of the initial version of the Web Site Initial Version and notify the Client of the URL Uniform Resource Locator or other address of the Initial Version. Developer shall use combinations of technology as Developer in consultation with the Client deems appropriate to develop the Web Site. 2 Revisions. Client shall have days days or such time as otherwise agreed by the Parties in writing from the date of written notice of completion of the Initial Version from Developer to review and request in writing from Developer revisions to the Initial Version. Upon receipt of such requests Developer shall use commercially reasonable efforts to implement such revision requests that are within the scope of and consistent with the Specifications. If Client wishes to implement any revisions to the Web Site that deviate in any material respect from the Specifications Client shall submit to Developer written change order containing such revisions in detail and request for price quote for each change collectively the Change Order. Developer shall promptly evaluate the Change Order and submit to Client for its written acceptance proposal for undertaking the applicable tasks and price quote reflecting all associated fees associated with Clients Change Order. Client shall have days business days from receipt of such proposal to accept or reject Developers proposal in writing. If Client accepts Developers proposal to undertake the work necessitated by the Change Order then the Change Order as supplemented and or modified by Developers proposal shall amend and become part of the Specifications in Schedule and Schedule as appropriate and Schedule hereto Fee and Payment Schedule and Developer shall proceed to implement such revisions in accordance with the Specifications and Schedule and Schedule as so modified. If Client has not made any requests for revisions by the end of days days from the date of written notice of completion of the Initial Version from Developer or by such time as otherwise agreed by the Parties in writing or upon completion of implementation of such requests which were mutually agreed upon by the Parties under the revised Specifications the Web Site shall be deemed accepted by Client Acceptance

2 Transfer. Upon Acceptance of the Web Site and payment of all fees called for in Schedule hereto Developer shall transfer the Web Site to the computer system owned and operated by Client and or its designated third party contractor identified on Schedule hereto through which the Web Site may be accessed via the World Wide Web portion of the Internet the Host Server. 2 Work Order Forms. Subsequent to the execution of this Agreement by the Parties in the event Developer and Client agree that Developer is to perform additional tasks not in the original scope of Services hereunder then the Parties shall execute work order form each an Order Form in the form attached hereto as Schedule upon which each such Schedule shall be incorporated into and shall become part of this Agreement and shall be subject to the terms and conditions hereof. 3. Proprietary Rights. 3 Proprietary Rights of Client. As between Client and Developer Client Content shall remain the sole and exclusive property of Client including without limitation all copyrights trademarks patents trade secrets and any other proprietary rights. Nothing in this Agreement shall be construed to grant Developer any ownership right in or license to the Client Content except as provided in Section of this Agreement. 3 Proprietary Rights of Developer.

Subject to Clients ownership interest in Client Content all materials including but not limited to any computer software in object code and source code form script programming code data information or HTML script developed or provided by Developer or its suppliers under this Agreement with the exception of original elements of audiovisual displays created hereunder specifically for Client which shall be deemed to be part of Client Content and any trade secrets know how methodologies and processes related to Developers products or services shall remain the sole and exclusive property of Developer or its suppliers including without limitation all copyrights trademarks patents database rights trade secrets and any other proprietary rights inherent therein and appurtenant thereto collectively Developer Materials. To the extent if any that ownership of the Developer Materials does not automatically vest in Developer by virtue of this Agreement or otherwise Client hereby transfers and assigns to Developer all rights title and interest which Client may have in and to the Developer Materials. Client acknowledges and agrees that Developer is in the business of designing and hosting Web sites and that Developer shall have the right to provide to third parties services which are the same or similar to the Services and to use or otherwise exploit any Developer Materials in providing such services. 3 Confidentiality. Each party agrees that during the course of this Agreement information that is confidential or proprietary may be disclosed to the other party including but not limited to software technical processes and formulas source codes product designs sales cost and other unpublished financial information product and business plans advertising revenues usage rates advertising relationships projections and marketing data Confidential Information Confidential Information shall not include information that the receiving party can demonstrate is as of the time of its disclosure or thereafter becomes part of the public domain through source other than the receiving party was known to the receiving party as of the time of its disclosure is independently developed by the receiving party or is subsequently learned from third party not under confidentiality obligation to the providing party. Except as provided for in this Agreement each party shall not make any disclosure of the Confidential Information to anyone other than its employees who have need to know in connection with this Agreement. Each party shall notify its employees of their confidentiality obligations with respect to the Confidential Information and shall require its employees to comply with these obligations. The confidentiality obligations of each party and its employees shall survive the expiration or termination of this Agreement. 3 Developer Notices. Unless otherwise agreed to in writing by the Parties Developer shall have the right to place proprietary notices of Developer and its suppliers including hypertext links related thereto on the Developer Materials and on the Web Site including developer attribution and hypertext links to Developers web sites and to change or update such notices from time to time upon notice to Client. In no event may client remove or alter any Developer proprietary notice from the Developer Materials or the Web Site without Developers prior written consent. 4. License.

4 Grant of License Client. Client hereby grants to Developer non exclusive worldwide royalty free license to edit modify adapt translate Schedule publish transmit participate in the transfer of reproduce create derivative works from distribute perform display and otherwise use Client Content as necessary to render the Services to Client under this Agreement. 4 Grant of License Developer. Developer hereby grants to Client limited non exclusive non transferable royalty free license solely to make use of Developer Materials which are incorporated in the Web Site and which are required for the operation of the Web Site solely to operate the Web Site on the Host Server. Developer hereby reserves for itself all rights in and to the Developer Materials not expressly granted to Client in the immediately foregoing sentence. In no event shall Client use any trademarks or service marks of Developer without Developers prior written consent. Unless otherwise agreed to in writing by Developer the transfer or attempted transfer of the Web Site to any host server other than the Host Server shall automatically terminate the foregoing license. 5. Client Content. 5 Accuracy and Review of Client Content. Client assumes sole responsibility for. acquiring any authorization necessary for hypertext links to third party Web sites; and the accuracy of materials provided to Developer including without limitation Client Content descriptive claims warranties guarantees nature of business and address where business is conducted; and ensuring that the Client Content does not infringe or violate any right of any third party including without limitation intellectual property rights and without violating any law. 5 Limitations on Client Content.

Client shall provide Client Content that does not contain any content or materials which are obscene threatening malicious which infringe on or violate any applicable law or regulation or any proprietary contract moral privacy or other third party right or which otherwise expose Developer to civil or criminal liability. Any such materials provided by Client to Developer which do not satisfy the foregoing requirements in this Section shall be deemed to be material breach of this Agreement. 6. Fees and Taxes. 6 Web Site Services Fees. In consideration for that portion of the Services to be rendered by Developer in connection with developing and finalizing the Specifications Client shall pay to Developer upon execution of this Agreement the fees identified in Schedule hereto under the heading Specification Fees the Specification Fees unless otherwise agreed and set out in Schedule A. Upon Acceptance of the Specifications by Client Developer and Client shall negotiate in good faith to agree on fees to be paid by Client for the balance of the Services. Such agreed upon fees and associated payment schedules shall then be inserted on Schedule hereto under the heading Non Specification Fees the Non Specification Fees and initialed and dated by authorized representatives of each of the Parties. Client shall pay the Non Specification Fees in accordance with the applicable payment schedule set forth in Schedule hereto provided that Developer expressly reserves the right to change the rates charged hereunder for the Services during any Renewal Term. In the event Developer and Client are unable to agree on Non Specification Fees following completion of the Specifications and after negotiating in good faith either Party may terminate this Agreement upon days prior written notice to the other Party. 6 Maintenance Fees. To the extent that Developer is to provide Maintenance under Schedule hereto Client shall pay for all Maintenance related tasks on time and materials basis as invoiced by Developer unless otherwise expressly provided on Schedule hereto.

6 Out of Pocket Expenses. Client shall pay or promptly reimburse Developer for any out of pocket expenses including without limitation travel and travel related expenses incurred by Developer in connection with the performance of the Services. 6 Additional Services Fees. Unless otherwise agreed by the Parties in writing on Schedule hereto Client shall pay to Developer all fees for Additional Services on time and materials basis as invoiced by Developer. 6 Late Payment. Client shall pay to Developer all fees not specifically itemised on Schedule within days of the date of the applicable Developer invoice. If Client fails to pay any fees within days from the date due according to Schedule or within days from the date of an invoice where applicable then without prejudice to the Developers other rights and remedies the Developer reserves the right to charge interest on such sum on day to day basis as well after as before any judgment from the date or last date for payment thereof to the date of actual payment both dates inclusive at the rate of 2% above the base rate of Royal Bank of Scotland plc or such other London Clearing Bank as the Developer may nominate from time to time in force compounded quarterly. Such interest shall be paid on demand by the Developer. In addition failure of Client to fully pay any fees within days after the applicable due date shall be deemed material breach of this Agreement justifying suspension of the performance of the Services by Developer and will be sufficient cause for immediate termination of this Agreement by Developer. The Developer may withdraw the Web Site from the World Wide Web if hosted by or on behalf of the Developer forthwith in this event. Any such suspension does not relieve Client from paying past due fees plus interest. Client shall be liable for any costs associated with such fee recovery including but not limited to legal costs court costs and collection agency fees.

6 Taxes. Client shall pay or reimburse Developer for all sales use transfer privilege excise value added tax and all other taxes and all duties whether international national state or local however designated which are levied or imposed by reason of the performance by Developer under this Agreement; excluding however income taxes on profits which may be levied against Developer. 7. Warranties. 7 Developer Warranties. Developer represents and warrants that Developer has the power and authority to enter into and perform its obligations under this Agreement and Developers Services under this Agreement shall be performed with reasonable skill and care. Developer further warrants to Client that to the best of Developers knowledge the Developer Materials do not and will not infringe or be misappropriations of the property rights of third parties provided however that Developer shall not be deemed to have breached such warranty to the extent that Client or its agent have modified the Web Site in any manner or if the Web Site incorporates unauthorized third party materials through framing or otherwise. the Web Site will conform to the Specifications. If the Web Site does not conform to the Specifications Developers shall be responsible to correct the Web Site without unreasonable delay at Developers sole expense and without charge to Client to bring the Web Site into conformance with the Specifications. Client waives any other warranty express or implied. Client acknowledges that Developers do not warrant that the Web Site will work on all platforms. Client acknowledges that Developers are not responsible for the results obtained by the Client on the Web Site. 7 Client Warranties. Client represents and warrants that Client has the power and authority to enter into and perform its obligations under this Agreement Client Content does not and shall not contain any content materials advertising or services that are inaccurate or that infringe on or violate any applicable law regulation or right of third party including without limitation export laws or any proprietary contract moral or privacy right or any other third party right and that Client owns the Client Content or otherwise has the right to place the Client Content on the Web Site and Client has obtained any authorization necessary for hypertext links from the Web Site to other third party Web sites.

7 Disclaimer of Warranty. Except for the limited warranties set forth in Section 7. developer makes no warranties hereunder and developer expressly disclaims all other warranties express or implied including without limitation warranties of merchantability and fitness for particular purpose. 8. Indemnification. 8 Client. Client agrees to indemnify defend and hold harmless Developer its directors officers employees and agents and defend any action brought against same with respect to any claim demand cause of action debt or liability including reasonable legal fees to the extent that such action is based upon claim that. if true would constitute breach of any of Clients representations warranties or agreements hereunder; arises out of the negligence or wilful misconduct of Client; or i any of the Client Content to be provided by Client hereunder or other material on the Web Site infringes or violates any rights of third parties including without limitation rights of publicity rights of privacy patents copyrights trademarks database rights trade secrets and or licenses. This indemnity survives the termination or expiration of this agreement. 8 Notice. In claiming any indemnification hereunder the Developer shall promptly provide the Client with written notice of any claim which the Developer believes falls within the scope of the foregoing paragraph. Client may at its own expense assist in the defense if it so chooses provided that the Developer shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Developer shall not be final without the Developers written consent which shall not be unreasonably withheld. 9. Limitation of Liability. 1 The Developer shall indemnify the Client and keep the Client fully and effectively indemnified on demand against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of the Developer its employees agents or sub contractors or by any defect in the design or workmanship or supply of the Web Site Services.

2 The Client shall indemnify the Developer and keep the Developer fully and effectively indemnified on demand against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of the Client its employees agents or sub contractors. 3 Except in respect of injury to or death of any person for which no limit applies the respective liability of the Developer and the Client under sub clauses and in respect of each event or series of connected events shall not exceed the total value of fees payable pursuant to Schedule for the services to be supplied if the contract was performed in full. 4 Notwithstanding anything else contained in this Agreement the Developer shall not be liable to the Client for loss of profits or contracts or other indirect or consequential loss whether arising from negligence breach of contract or howsoever. 5 The Developer shall not be liable to the Client for any loss arising out of any failure by the Client to keep full and up to date security copies of the Web Site computer programs and data it uses in accordance with best computing practice. Neither will the Developer be liable for any delay in delivery of the Web Site to the Host Server howsoever such delay may be caused. 6 The provisions of this clause survive the termination or expiration of this agreement. 10. Termination. 10 Term.

This Agreement shall be commenced when signed by the Parties and thereafter shall remain in Effect until the Developer delivers to the Client an operational Web site in accordance with the Specifications in and milestones if any set out in Schedule and Schedule E. Client acknowledges however that any delivery deadline and the other payment milestones listed in Schedule and Schedule are estimates and are not required delivery dates. In relation to these dates time shall not be of the essence and the Client must make required payments as per Schedule in any event. 10 Termination. 1 This Agreement may be terminated forthwith by either party on giving notice in writing to the other if the other party shall have receiver liquidator or administrator appointed or shall pass resolution for winding up otherwise than for the purpose of bona fide scheme of solvent amalgamation or reconstruction or court of competent jurisdiction shall make an order to that effect or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business or in the case of an individual shall be adjudicated bankrupt. 2 Any termination under sub clause shall discharge the parties from any liability for further performance of this Agreement and in the case of termination by the Developer shall entitle the Developer to enter any of the Clients premises and recover any equipment and materials the property of the Developer and so that the Client hereby irrevocably licenses the Developer its employees and agents to enter any such premises for that purpose and also to be paid reasonable sum for any work carried out by it prior to such termination and in the case of termination by the Client shall entitle the Client to be repaid forthwith any sums previously paid under this Agreement whether paid by way of deposit or otherwise and to recover from the Developer the amount of any direct loss or damage sustained or incurred by the Client as consequence of such termination. 3 Any termination of this Agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. 11. Designated Contact. Each party shall designate one person who will act as the primary liaison for all communications regarding the Services to be rendered by Developer hereunder. 12. Waiver of Remedies.

No forbearance delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as waiver of any subsequent breach and no right power or remedy herein conferred upon or reserved for either party is exclusive of any other right power or remedy available to that party and each such right power or remedy shall be cumulative. 13. Entire Agreement. This Agreement supersedes all prior agreements arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof. No addition to or modification of any provision of this Agreement shall be binding upon the parties unless made by written instrument signed by duly authorised representative of each of the parties. 14. Assignment. Save as expressly provided in this Agreement neither party shall assign or otherwise transfer this Agreement or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the other. 15. Notices. All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address in England as the recipient may designate by notice given in accordance with the provisions of this Clause. Any such notice may be delivered personally or by first class pre paid letter or facsimile transmission and shall be deemed to have been served if by hand when delivered if by first class post hours after posting and if by facsimile transmission when despatched. 16. Interpretation. In this Agreement.

1 Words importing the singular include the plural words importing any gender include every gender and words importing persons include bodies corporate and unincorporate; and in each case vice versa; 2 Any reference to party to this Agreement includes reference to his successors in title and permitted assigns; 3 The headings to the Clauses are for ease of reference only and shall not affect the interpretation or construction of this Agreement. 17. Law. This Agreement shall be governed by and construed in accordance with the laws of England. 18. Disputes. Any dispute which may arise between the parties concerning this Agreement shall be determined by the English Courts and the parties hereby submit to the exclusive jurisdiction of the English Courts for such purpose. 19. Severability. Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable the other provisions of this Agreement and the remainder of the provision in question shall remain in full force and effect.

20. Independent Contractors. Developer and its personnel in performance of this Agreement are acting as independent contractors and not employees or agents of Client. 21. Amendments. No amendment change waiver or discharge hereof shall be valid unless in writing and signed by the party against which such amendment change waiver or discharge is sought to be enforced. 22. Client Identification. Developer may use the name of and identify Client as Developer client in advertising publicity or similar materials distributed or displayed to prospective clients. 23. Force Majeure. Except for the payment of fees by Client if the performance of any part of this Agreement by either party is prevented hindered delayed or otherwise made impracticable by reason of any flood dot fire judicial or governmental action labour disputes act of God or any other causes beyond the control of either party that party shall be excused from such to the extent that it is prevented hindered or delayed by such causes.

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives on company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer.

Date when the contact was signed Client Initials Developer Initials

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