Application Development Policy
Overview
Greenlight contracts its services to the “Customer” for the development of software applications and websites subject to the terms and conditions set forth herein.
1. Ownership of Intellectual Property Rights
The parties acknowledge and agree that all work-product included in the project specs shall be considered to be a “work made for hire” and that such work-product and the intellectual property rights embodied therein are and shall upon full payment to Greenlight, become the sole exclusive property of the “Customer”. Greenlight is free to add any functionality to further versions of products released by the “Customer”, but no proprietary code or product documentation created for the “Customer” shall be used by Greenlight without the express written agreement of the “Customer”. In the event that the “Customer” should fail to fully compensate Greenlight for all development costs, within 90 days after project completion, then the customer shall forfeit all deposits and part payments made thereof and all titles and intellectual property rights embodied therein shall remain the sole and exclusive property of Greenlight Systems Services, Inc..
2. Appointment and Services
Greenlight will use all commercially reasonable efforts to develop the Software product described in the project specifications. Greenlight, at its sole cost and expense, will furnish the supplies and research, engineering and other personnel reasonably necessary to perform such Services. In performing the Services hereunder, Greenlight hereby warrants to the “Customer” that it will perform all Services in a professional and timely manner and substantially in accordance with the standards and practices of care, skill and diligence customarily observed by similar companies under similar circumstances at the time they are rendered.
2.1 It is mutually agreed that the introduction of any additional elements that are beyond the scope of the agreed project specification shall be developed at the discretion of Greenlight and that any such work shall be charged to the “Customer” at an agreed daily rate of remuneration.
3. Completion Deadlines
Greenlight agrees to provide the completed site on or before the agreed deadline subject to all materials and content being provided by the “Customer” in a timely manner when requested. In the event that Greenlight fails to meet the deadline through no fault of the “Customer”, then a 5% reduction in total charges to the “Customer” will be applied.
3.1 The “Customer” shall be responsible for providing all text and image content to Greenlight, where applicable, in an acceptable timely manner.
3.2 The “Customer” shall be responsible providing at its own cost, all translated text and related materials to Greenlight, where applicable, in an acceptable timely manner.
4. Term
The term of this Agreement as it relates to the development of the Software Product shall commence on the effective date hereof and, unless modified by mutual written agreement by the parties or terminated pursuant to the terms of Section 8, will continue until project completion.
5. Payment
The “Customer” agrees to remunerate Greenlight for the services rendered as follows
5.1 A deposit of 50% of the development cost will be paid before development commences.
5.2 The balance of the costs will be paid upon completion of ‘Milestones’ as described in the project specifications, with a final payment made upon development completion.
5.3 It is agreed that all invoices shall be payable immediately upon presentation.
5.4 Late payment charges shall be levied at a rate of 5% of the invoice amount for invoices unpaid after 30 days and at a rate of 10% of the invoice amount for invoices unpaid after 60 days.
5.5 Legal advice shall be sought for invoices unpaid after 90 days and all incurred costs and associated expenses shall be borne by the “Customer”.
5.6 It is agreed that under no circumstances shall the final product be released by Greenlight to the “Customer” until payment has been received in full.
5.7 In the event that the “Customer” should fail to fully compensate Greenlight for all development costs, within 90 days after project completion, then the customer shall forfeit all deposits and part payments made thereof and all titles and intellectual property rights embodied therein shall remain the sole and exclusive property of Greenlight Systems Services, Inc..
6. Support
On completion of the project Greenlight will offer to provide website hosting (if applicable), routine maintenance and a support contract, if required.
7. Upgrades and Further Development
It is agreed that Greenlight shall be entitled to first refusal for upgrades and any further development of the product.
8. Termination
In the event that either party shall be in default of its material obligations under this Agreement and shall fail to remedy such default within thirty (30) days after receipt of written notice thereof, this Agreement may be terminated upon expiration of the thirty (30) day period by the party not in default. Termination or cancellation of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination. As its sole liability upon termination under this section, the “Customer” shall pay Greenlight for all reasonable expenses incurred or committed to be expended as of the effective termination date, including salaries for appointees for the remainder of their appointment. Any provisions of this Agreement, which by their nature extend beyond termination, shall survive such termination.
8.1 Return of Materials
Upon termination of this Agreement for any reason, Greenlight shall furnish to the “Customer” all completed deliverables; work in process, incomplete work and other material embodying such work performed in connection with the provision of the Services under this Agreement.8.2 Survival of Certain Rights and Obligations
On termination or expiration of this Agreement, each party shall immediately return to the other party all Confidential Information of the other party in its possession.9. Jurisdiction
The parties agree this Agreement will be governed in all respects in accordance with the laws of Hong Kong Special Administration Region.
10. Settlement of Dispute
In the event of any dispute between the parties arising in connection with this Agreement, the parties will consult with each other first in order to resolve the dispute. The parties agree that any dispute or difference arising out of or in connection with this Agreement will be referred to and determined by a nominated arbiter from a accredited arbitration centre, body or organisation in accordance with the arbitration laws of the nominated country of arbitration set out in Section 9.
11. Exclusion of Liability
Notwithstanding any other provisions contained elsewhere in this Agreement, under no circumstances whatsoever (including negligence or breach of statutory duty) will Greenlight be liable to the “Customer” or to any other person, body of persons or corporation for any indirect or consequential loss including but not limited to the loss of revenue, business or profits suffered or alleged to have been suffered by the “Customer” or any other person, body of persons or corporation resulting from any reason or cause whatsoever under this Agreement except for willful misconduct or gross negligence by Greenlight.
12. Indemnities
The “Customer” indemnifies and keeps indemnified Greenlight against all claims, proceedings, damages, costs and expenses (including indirect and consequential economic loss) whatsoever arising from the “Customer’s” infringement or alleged infringement of any registered design, trademark, or intellectual property rights of any third parties.
13. Assignment
The parties may not assign, transfer, convey, license or otherwise dispose of, wholly or partially the terms of this Agreement to any third party except with the prior written consent of the other party, HOWEVER except that Greenlight reserves its right to assign the benefit of this Agreement without the prior consent of the other party hereto. If Greenlight exercises its right under this clause 13 it will give seven (7) days notice to the “Customer”.
14. Notices
Any notice required to be given hereunder will be sufficiently given if sent by telex, facsimile, email, or registered post address to the principal or registered office of the party to be served. Any such notice will be deemed to have been received and given at the time when in the ordinary course of transmission it should have been delivered at the address to which it was sent.
15. Force Majeure
Neither party shall be held liable for any delay or failure in performance of any part of this Agreement from any cause beyond its control and without its fault or negligence, such as, acts of God, acts of civil or military authority, government regulations, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, other major environmental disturbances, unusually severe weather conditions, acts or omissions of third parties beyond the control of the parties hereto.
16. Waiver
If one party fails to enforce any provision of this Agreement, it is still the responsibility of both parties to continue to comply with the provisions of this Agreement.
17. Severability
If any provisions of this Agreement will be construed to be illegal or invalid, they will not affect the legality, validity and enforceability of the remaining provisions of this Agreement. The illegal or invalid provision will be deleted from this Agreement and no longer incorporated herein but all remaining provisions of this Agreement will continue in full force.
18. Clause Headings
Clause headings are inserted in this Agreement for convenience of reference only and will not affect the constructions hereof in any way.