SUNCOMMERCE
CORPORATION
Development Agreement
For Services Between
SunCommerce Corporation (the Company)
and
High Tech Venture Capital Inc. (the Client)
for the the Client Web Server.
I. Project Construction
The Company Agrees to the Following Terms and Conditions
1. Project Construction. In this Agreement, the Project means the Software
and the Web Server to be configured by the Company for the Client and all
associated object and source code, domain name HTML, URL's, graphics, designs,
trade-marks, information, data and related tangible and intangible materials in
any form or on any medium will be owned and controlled by the Client upon final
payment as outlined in Project Design Plan.
The Company agrees to develop, duplicate, customize, and implement software to
the particular needs of the Client as outlined in this document and specifically
listed in The Project Design Plan. The result will be a web sever completely
configured to the specifications outlined in Project Design Plan.
2. Entry of Content. The Company agrees to provide facilities including:
Project Management.
Database Programming.
System Administration.
Web Design.
3. Security Design. The Company agrees to confer with the Client regarding
the implementation of hardware and software firewalls and other security
concerns. No provisions for the security of the Client Web Server outside of
this agreement are expressed or implied.
4. Customization With Graphics. The Company agrees to provide custom
graphic design for the new Client Web Server. Included will be all templates,
logos, navigation bars, icons, and general layout design of the Client Web
Server.
5. Database Customization & Installation. The Company agrees to provide
database design for uploading of text files, documents, streamed media links and
pictures through a web browser interface as outlined in the Project Design Plan.
6. Customer training. The Company agrees to provide one training session
covering the mechanics of the application. The Company agrees to provide a user
manual and technical configuration guide.
II. Rights To Technology
1. Proprietary Software. All aspects of the Project and any modifications
made to the Project by or for the Client or the Company or any other person,
including without limitation programs and methods of processing and including
translations, compilations, partial copies, derivations, modifications and
updated works and all copyright, patent, trade-▇▇▇▇ and other intellectual
property rights in respect of any of the foregoing, are, will e and remain the
sole and exclusive property of the Client (without further act of the Company)
and will not be sold, revealed, disclosed or otherwise communicated, directly or
indirectly, by the Company to any person whatsoever other than as set forth in
this Agreement. It is expressly understood that no title to or ownership of the
Project or any modifications made to the Project by or for the Client or the
Company or any other person, or any part thereof, will be retained by the
Company, and the Company hereby waives and will obtain from each of its
employees waivers of any moral rights associated with the Project. The Client
will sign off of any further indemnity upon the completion of the Project.
2. Third Party Software. It is understood that the Project will be
partially constructed using database and web authoring software configured by
Microsoft and ▇▇▇▇▇▇▇ Corporations. Use of the software is governed by the
terms of the Licence Agreement, which accompanies or is included in the
software.
3. Hardware Requirements. It is understood that the system will be
configured on hardware to be specified in the Project System Requirements
Document. It is further understood that consideration for the configuration of
the server hardware is separate and peripheral to the cost structure outlined in
the Project Design Plan. The Project System Requirements Document will include
costs for hardware and all licencing of third party software.
4. Intellectual Property Claims. The Company will indemnify and hold the
Client harmless and will defend, at its own expense, any threatened or actual
suit against the Client based upon a claim that any aspect of the Project, its
use, or the documentation for the Project infringes upon a patent, copyright,
trade-▇▇▇▇, trade secret or other intellectual property right of any third party
anywhere in the world, and will pay any settlement, costs and damages awarded,
provided that:
(a) such infringement has not resulted from a modification of the Project
which has not been made by or approved by the Company or from the Client
combining the Project or a portion of the project with any other program or
data;
(b) the Company is notified in writing promptly of any notice received by
the Client of any claim or of any threatened or actual suit;
(c) the Company will have the right to control the defense of any claims,
suits or proceedings and the Client will not settle any claims, suits or
proceedings without the consent of the Company; and
(d) at the Company's request and expense, the Company is given sufficient
information and other assistance by the Client for the defense of the same.
Following receipt of a notice of any such claim or of any such threatened or
actual suit, the Company may, at its option, either procure such rights as may
be required or modify the Project in a manner sufficient to assure the Client
the right to continue to use the Project in the manner contemplated by this
Agreement without any material reduction in functionality.
The Client Agrees to the Following Terms and Conditions
1. Facilitate Project. To facilitate completion of the Project in a timely
manner.
2. Provision of Raw Database Content. To provide all copy (text)
information in a form that it can be captured and entered into the system (i.e.:
text documents). Content can be delivered as hard copy (print or photocopy of
relevant materials), or digital (hard disk or via email) for direct data entry.
3. Rights to Database Content. The Client retains ownership and all rights
(licensing or otherwise) of all database content provided to the Company,
collected by system, or provided by partners, customers, or members using the
system.
4. Information. The Client agrees to be liable for all data information
provided to SunCommerce Corporation. The Client agrees to ensure that all
information furnished for the company is true and lawful.
5. Title. The system transfers to the Client only upon payment in full, and
sign off of any future indemnity.
III. System Maintenance
It is anticipated that the loan on the system will require staffing, equipment,
and bandwidth spikes, and ongoing maintenance. It is understood that all factor
inputs for operation of the server after sign off will be borne entirely by the
client. It is understood that an additional agreement may be arranged for
hosting and maintaining the server outside of the terms of this agreement for
the Client Web Server.
IV. Authorization
1. Obligations and Conditions. Parties agree that this written agreement
constitutes the complete obligations and conditions. No express or implied
warranties have been made outside the contents herein.
2. Time is of the Essence. Time is of the essence hereof.
3. Estimated Completion date and final sign-off: October 15, 1999.
4. Estimated Cost of Customization: $75,000.00 CDN + applicable taxes.
This does not include consideration for the Server as outlined in the Project
System Requirements Document.
I, ▇▇▇▇ ▇▇▇▇▇, on behalf of High Tech Venture Capital Inc., and not in my
personal capacity, hereby acknowledge to the stated work and agree to pay
SunCommerce Corporation in the amount of $75,000.00 CDN + applicable taxes.
Deposit will be made in the amount of $35,000.00, after which all work will
begin. A second payment of $10,000.00 will be made on August 15, 1999. A third
payment of $10,000.00 will be made on September 15, 1999. Final payment
including all applicable taxes will be made upon successful completion of the
work stated in the Project Design Plan, and the Project System Requirements
Document, after which point SunCommerce will release all work transfer title of
the server to the client.
The parties agree that this agreement may be assigned by the Client to a third
party without the consent of the Company provided the assignee agrees to be
bound by the provisions of this agreement.
SunCommerce Corporation High Tech Venture Capital Inc.
/s/ ▇▇▇▇ ▇▇▇▇▇ Date: July 9, 1999 /s/ ▇▇▇▇ ▇▇▇▇▇ Date: July 9, 1999
Authorized Signatory Authorized Signatory
Name ▇▇▇▇ ▇▇▇▇▇ - President Name ▇▇▇▇ ▇▇▇▇▇, President