3. ACCEPTANCE OF DEVELOPMENT PLAN
Developer shall deliver the Development Plan to Customer by [DEVELOPMENT PLAN DEADLINE].
Customer shall have [NUMBER] days to review the Development Plan. Upon approval of the
Development Plan by Customer, it will be marked as Exhibit B and will be deemed by both parties to have
become a part of this Agreement and will be incorporated by reference. Developer shall then commence
development of Software that will substantially conform to the requirements set forth in the Development
Plan.
If the Development Plan is in Customer's reasonable judgment unsatisfactory in any material respect,
Customer shall prepare a detailed written description of the objections. Customer shall deliver such
objections to Developer within [NUMBER] days of receipt of the Development Plan. Developer shall then
have [NUMBER] days to modify the Development Plan to respond to Customer's objections. Customer
shall have [NUMBER] days to review the modified Development Plan. If Customer deems the modified
Development Plan to be unacceptable, Customer has the option of terminating this Agreement upon
written notice to Developer or permitting Developer to modify the Development Plan again under the
procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under
it shall end except for Customer's obligation to pay Developer all sums due for preparing the
Development Plan and the ongoing obligations of confidentiality set forth in the provision of this
Agreement entitled "Confidentiality."
4. PAYMENT FOR DEVELOPMENT PLAN
If the Development Plan is not accepted by Customer and Customer terminates this Agreement,
Developer shall be entitled to compensation on a time and materials basis at an hourly rate of [HOURLY
RATE] plus expenses to the date of termination. Developer shall submit an invoice detailing its time and
expenses preparing the Development Plan. If the invoice amount is less than the amounts paid to
Developer prior to termination, Developer shall promptly return the excess to Customer. If the invoice
amount exceeds the amounts paid to Developer prior to termination, Customer shall promptly pay
Developer the difference. However, Developer's total compensation for preparing the Development Plan
shall not exceed [AMOUNT].
5. PAYMENT
[TIME AND MATERIALS AGREEMENT]
Developer shall be compensated at the rate of [RATE] per hour [OR "day," "week," "month"]. Payment will
be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed.
[OPTIONAL: "Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all
services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT]."]
OR
[FIXED PRICE AGREEMENT]
The total contract price shall be set forth in the Development Plan. Customer shall pay the Developer the
sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN
APPROVED] upon Customer's approval of the Development Plan. The remainder of the contract price
shall be payable in installments according to the payment schedule to be included in the Development
Plan.
Each installment shall be payable upon completion of each project phase by Developer and acceptance
by Customer in accordance with the provision of this Agreement entitled "Acceptance Testing of
Software."