Software Development Service Agreement – Draft

This Software Development Agreement (the “Agreement” or “Software Development Agreement”)

states the terms and conditions that govern the contractual agreement between Binalyto Data
Services Pvt. Ltd. having his principal place of business at 11E, Abacus Tower, Landmark World,
Iringallur, Calicut – 673014, Kerala, India, (the “Developer”), and [Client.Company] having its
principal place of business at [Client.Address] (the “Client”) who agrees to be bound by this
Agreement.

WHEREAS, the Client has conceptualized Tourism Management Application with Website (the
“Software”), which is described in further detail on Exhibit A, and the Developer is a contractor with
whom the Client has come to an agreement to develop the Software.

NOW, THEREFORE, In consideration of the mutual covenants and promises made by the parties to
this Software Development Agreement, the Developer and the Client (individually, each a “Party” and
collectively, the “Parties”) covenant and agree as follows:

Developer’s duties
The Client hereby engages the Developer and the Developer hereby agrees to be engaged by the
Client to develop the Software in accordance with the specifications attached hereto as Exhibit A.

1. The Developer shall complete the development of the Software according to the milestones
described on the form attached hereto as Exhibit A (Milestones).
2. For a period of 1 year after delivery of the final product, the Developer shall provide the Client
attention to answer any questions or assist solving any problems with regard to the operation
of the Software for free of charge. The Developer agrees to respond to any reasonable request
for assistance made by the Client regarding the Software within the timeframe mentioned in
Terms of Support section of Exhibit A (Project Timeline).

3. Except as expressly provided in this Software Development Agreement, the Client shall not be
obligated under this Agreement to provide any other support or assistance to the Developer.

4. The Client may terminate this Software Development Agreement at any time upon material
breach of the terms herein and failure to cure such a breach within 7 days of notification of
such a breach.
5. The Developer shall provide to the Client after the Delivery Date, a cumulative 24 hours of
training with respect to the operation of the Software if requested by the Client.

Delivery
The Software shall function in accordance with the Specifications on or before the Delivery Date.
1. If the Software as delivered does not conform with the Specifications, the Client shall within 14
of the Delivery Date notify the Developer in writing of the ways in which it does not conform
with the Specifications. The Developer agrees that upon receiving such notice, it shall make
reasonable efforts to correct any non-conformity.
2. The Client shall provide to the Developer written notice of its finding that the Software
conforms to the Specifications within 14 days of the Delivery Date (the “Acceptance Date”)
unless it finds that the Software does not conform to the Specifications as described in Section
2(A) herein.

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Compensation
In consideration for the Service, the Client shall pay the Developer based on Exhibit A (Cost). Invoices
will be provided for work completed by the developer as per Exhibit A (Payment Schedule)

Intellectual property rights in the software

The Parties acknowledge and agree that the Client will hold all intellectual property rights in the
Software including, but not limited to, copyright and trademark rights. The Developer agrees not to
claim any such ownership in the Software’s intellectual property at any time prior to or after the
completion and delivery of the Software to the Client.

The software may depend on third party Frameworks, Plugins, Scripts and All rights are reserved to
their respective owners. The Client or Developer will not have any Intellectual property rights on it.

Change in specifications
The Client may request that reasonable changes be made to the Specifications and tasks associated
with the implementation of the Specifications. If the Client requests such a change, the Developer will
use its best efforts to implement the requested change at no additional expense to the Client and
without delaying delivery of the Software. In the event that the proposed change will, in the sole
discretion of the Developer, require a delay in the delivery of the Software or would result in additional
expense to the Client, then the Client and the Developer shall confer and the Client may either
withdraw the proposed change or require the Developer to deliver the Software with the proposed
change and subject to the delay and/or additional expense. The Client agrees and acknowledges that
the judgment as to if there will be any delay or additional expense shall be made solely by the
Developer.

Confidentiality
The Developer shall not disclose to any third party the business of the Client, details regarding the
Software, including, without limitation any information regarding the Software’s code, the
Specifications, or the Client’s business (the “Confidential Information”), (ii) make copies of any
Confidential Information or any content based on the concepts contained within the Confidential
Information for personal use or for distribution unless requested to do so by the Client, or (iii) use
Confidential Information other than solely for the benefit of the Client.

Developer warranties
The Developer represents and warrants to the Client the following:
1. Development and delivery of the Software under this Agreement are not in violation of any
other agreement that the Developer has with another party.
2. The Software will not violate the intellectual property rights of any other party.
3. For a period of 1 year after the Delivery Date, the Software shall operate according to the
Specifications. If the Software malfunctions or in any way does not operate according to the
Specifications within that time, then the Developer shall take any reasonably necessary steps
to fix the issue and ensure the Software operates according to the Specifications.

Indemnification
The Developer agrees to indemnify, defend, and protect the Client from and against all lawsuits and
costs of every kind pertaining to the software including reasonable legal fees due to the Developer’s
infringement of the intellectual rights of any third party.

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No modification unless in writing
No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.

Applicable law
This Software Development Agreement and the interpretation of its terms shall be governed by and
construed in accordance with the laws of the State of Kerala and subject to the exclusive jurisdiction of
courts located in India, Kerala.

IN WITNESS WHEREOF, each of the Parties has executed this Software Development Agreement,
both Parties by its duly authorized officer, as of the day and year set forth below.

For Binalyto Data Services Pvt. Ltd For [Client]

Date: Date:
Name: Name: