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	<title>Contract</title>
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	<h2>SOFTWARE DEVELOPMENT SERVICES AGREEMENT</h2>

	<p>This Software Development Services Agreement is made and entered into as of <%=info.date%>, by and between:
		CODEMAKERS LLC, a company organized and existing under the laws of the United States, with its principal place
		of business located at 4711 5TH AVE. BROOKLYN, NY 11210, and
		<%=info.name%>, with its principal place of business located at <%=info.address%>.
		The Service Provider and the Client may be referred to collectively as the "Parties" or individually as a
		"Party."
	</p>

	<h4>1. SERVICES PROVIDED</h3>
		<p>
			The Service Provider agrees to provide the Client with the following services: <br />
			- Custom software development, including design, coding, testing, and deployment, in accordance with the
			specifications outlined in Schedule A. <br />
			- Ongoing maintenance, support, and updates as agreed upon in Schedule A. <br />
			- Any additional services requested by the Client will be subject to separate agreement and additional fees.
		</p>

		<h4>2. SCOPE OF WORK</h3>
			<p>
				The detailed scope of work, deliverables, and timeline are described in Schedule A. Both Parties agree
				to collaborate during the project to ensure that requirements are met on time and to the Client's
				satisfaction.
			</p>


			<h4>3. PAYMENT TERMS</h3>
				<p>
					The Client agrees to compensate the Service Provider for the services rendered as follows:<br/>
					- Total Contract Value: <%=info.total%>. <br />
					- Initial Deposit: 20% of Total Contract Value, due upon signing this Agreement. <br />
					- Progress Payments: Payments will be made according to the following schedule: <br />
					- 60% upon completion of Development phase. <br />
					- 20% upon completion of Deployment phase. <br />
					- Final Payment upon delivery and acceptance of the software. <br />
					A payment confirmation will be sent via email upon receipt of each payment, and the final invoice
					will be issued only upon receipt of the final payment.
				</p>


				<h4>4. NON-PAYMENT AND BOUNCED CHECKS/TRANSFERS</h3>
					<p>
						In the event that:
						- The Client fails to make any payment as scheduled;
						- A check issued by the Client is returned or bounces;
						- A bank transfer made by the Client is found to be fraudulent or rejected. <br /><br />
						The Service Provider will impose a 10% penalty of the Total Contract Value for administrative
						and financial costs, and the contract will be automatically terminated. <br />
						Additionally, the Client acknowledges full legal responsibility for any bounced checks or
						fraudulent transfers and agrees to cover any legal fees or costs associated with recovering the
						amounts due.
					</p>

					<h4>5. OWNERSHIP OF WORK PRODUCT</h3>
						<p>
							Upon full payment of all fees and costs due under this Agreement, the Client will own all
							rights,
							including intellectual property rights, to the software delivered under this Agreement.
							Until such payment is
							made, all rights remain with the Service Provider. The Service Provider retains the right to
							use general knowledge, skills, and methodologies developed
							during the project in future engagements, provided that no proprietary or confidential
							information of the Client is disclosed.
						</p>

						<h4>6. CONFIDENTIALITY</h3>
							<p>
								Both Parties acknowledge that they may have access to confidential information regarding
								the other Party’s business. <br />
								Both Parties agree not to disclose such confidential information to third parties
								without prior written
								consent. <br />
								This obligation will survive the termination of this Agreement.
							</p>


							<h4>7. TERMINATION</h3>
								<p>
									This Agreement may be terminated by either Party: <br />
									- Upon 30 days' written notice for any reason. <br />
									- Immediately, by the Service Provider, if the Client fails to make a scheduled
									payment or if a payment is rejected as outlined in Section 4. <br />
									In the event of termination, the Client will pay for all services rendered up to the
									date of termination.
								</p>

								<h4>8. LIMITATION OF LIABILITY</h3>
									<p>
										The Service Provider shall not be liable for any indirect, incidental, special,
										or consequential
										damages, including loss of revenue or profits, arising from the use of the
										software, except in cases of gross negligence or
										intentional misconduct.
									</p>

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									<br />
									<br />

									<h4>9. DISPUTE RESOLUTION</h3>
										<p>
											In the event of any dispute arising out of this Agreement, the Parties agree
											to first attempt to resolve
											the dispute through good faith negotiation. If the dispute cannot be
											resolved, it will be submitted to binding
											arbitration in New York.
										</p>

										<h4 style="margin-top: 40px;">10. GOVERNING LAW</h3>
											<p>
												This Agreement will be governed and construed in accordance with the
												laws of the State of New York,
												United States, without regard to its conflict of law provisions.
											</p>

											<h4>11. ELECTRONIC SIGNATURES</h3>
												<p>
													Both Parties agree that this Agreement may be executed by electronic
													signature, which shall be
													considered as an original signature for all purposes and shall have
													the same force and effect as an original signature.
													The Parties further agree that this Agreement, or any other
													agreements necessary for the execution of the services,
													may be executed electronically and stored electronically, and such
													electronic records shall be deemed valid and
													enforceable.
												</p>

												<h4>12. ENTIRE AGREEMENT</h3>
													<p>
														This Agreement, along with the Supporting Documents (Technical
														Proposal, Service Proposal, and Financial
														Proposal), constitutes the entire agreement between the Parties
														with respect to the subject matter hereof and
														supersedes any prior agreements, negotiations, or
														understandings, whether written or oral, between the Parties.
														Any
														amendments or modifications to this Agreement must be in writing
														and signed by both Parties.
													</p>

													<h4>13. MISCELLANEOUS</h3>
														<p>
															- Notices: All notices or communications required under this
															Agreement will be sent to the addresses
															provided above, unless otherwise stated by the Parties.
															<br />
															- Amendments: No modification of this Agreement will be
															valid unless agreed to in writing by both Parties. <br />
															- Severability: If any provision of this Agreement is found
															to be unenforceable, the remaining
															provisions will remain in full force and effect.
														</p>  

														<h4>14. ANNEXES</h3>
															<p>
																This contract includes the following annexes, which are
																an integral part of the same: <br />
																- Annex A: Technical Proposal <br />
																- Annex B: Service Proposal <br />
																- Annex C: Financial Proposal <br />
																The parties agree that the terms and conditions
																established in these annexes complement and detail the
																obligations and rights of each party under this
																Agreement.
															</p>

															<h4>15. PROTECTION OF PERSONAL INFORMATION</h3>
																<p>
																	The parties hereby consent to the collection and
																	storage of personal information for the purpose of
																	verifying the identity of each signer. Each signer
																	shall provide the last four digits of their ID,
																	which will be
																	securely stored in an encrypted format to protect
																	the privacy of the individuals involved. Both
																	parties agree not to
																	disclose this information to any third parties,
																	except as required by law. The information collected
																	will be used
																	solely for the validation of the electronic
																	signature and to ensure compliance with applicable
																	legal obligations. Each
																	party acknowledges and accepts their responsibility
																	to safeguard this information in accordance with
																	relevant
																	data protection laws.
																</p>

																<br /><br />

																IN WITNESS WHEREOF, the Parties have executed this
																Agreement as of the date first written above.
																<br /><br />

																<!-- Codemakers LLC <br />
																By: ____________________________ <br />
																Name: [Codemakers’ Agent] <br />
																Title: [Title] <br />
																Date: [Date] <br />
																Location: [Location] <br />
																<br /><br />


																By: ____________________________ <br />
																Name: [Client's Representative] <br />
																Title: [Title]<br />
																Date: [Date] <br />
																Location: [Location] <br />
																________________________________________ -->

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