Contractor shall design, develop, test, and deploy a customer-facing web application (the "Deliverable") according to the functional specifications attached as Exhibit A. Services include backend API development, React-based frontend implementation, PostgreSQL schema design, AWS infrastructure provisioning, and production-readiness testing.
Any work outside the agreed specification shall be documented through a written Change Order, signed by both parties, with associated cost and schedule adjustments.
Client agrees to pay Contractor a fixed fee of Eighty-Five Thousand Dollars ($85,000 USD), payable upon successful completion and written acceptance of each milestone below. Invoices are due net fifteen (15) days from receipt.
The engagement shall commence on April 29, 2024 and conclude on July 21, 2024, comprising a twelve (12) week term. Contractor shall deliver weekly progress reports each Friday and participate in bi-weekly review sessions with Client stakeholders.
Delays attributable to Client—including but not limited to late feedback, content delivery, or third-party credential access—shall extend corresponding milestone deadlines on a day-for-day basis.
Upon full payment, all source code, designs, and documentation created specifically for Client under this Agreement shall be assigned to Client as a work-made-for-hire.
Contractor retains ownership of pre-existing tools, libraries, and frameworks, granting Client a perpetual, royalty-free license to use such materials as embedded in the Deliverable.
Each party agrees to hold the other's non-public information in strict confidence for a period of three (3) years following termination. This obligation survives the expiration of this Agreement. Confidential Information does not include information that is publicly available or independently developed without reference to the disclosing party's materials.
Contractor warrants that the Deliverable will substantially conform to the specifications for a period of thirty (30) days following final acceptance. Contractor's aggregate liability shall not exceed the total fees actually paid under this Agreement. Neither party shall be liable for consequential, incidental, or punitive damages.
Either party may terminate this Agreement upon fifteen (15) days' written notice. In the event of termination, Client shall pay for all work completed through the termination date on a pro-rata basis, and Contractor shall deliver all work product in progress.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising hereunder shall first be submitted to good-faith mediation in Wilmington, Delaware, and thereafter, if unresolved, to binding arbitration under the rules of the American Arbitration Association.