Software Development Agreement
Software Development Agreement
Agreement”) states the terms and conditions that govern the contractual agreement between
TECNOVA TECHNOLOGIES PVT LTD having his principal place of business at 12/22A, II Floor,
Poombuhar Nagar, Near SGA Motors, Goldwins, Avinashi Road, Coimbatore - 641 014, (the
“Developer”), and CAUSA LLC having its principal place of business at 9303 Monroe Road,
Suite N Charlotte, North Carolina 28270 (the “Client”) who agrees to be bound by this
Agreement.
WHEREAS, the Client has conceptualized HIVE - BUSINESS MANAGEMENT SUITE (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:
1. 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 (the “Specifications”).
a. The Developer shall complete the development of the Software according to the milestones
described on the form attached hereto as Exhibit B. In accordance with such milestones, the
final product shall be delivered to the Client by Oct 2018. (the “Delivery Date”).
b. 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 billed
to the Client at a rate of $ 80 per hour for any assistance thereafter. The Developer agrees to
respond to any reasonable request for assistance made by the Client regarding the Software
within 3 hours of the request.
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c. 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.
d. 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 2 days of notification of
such a breach.
e. The Developer shall provide to the Client after the Delivery Date, a cumulative 7 days of
training with respect to the operation of the Software if requested by the Client.
2. DELIVERY. The Software shall function in accordance with the Specifications on or before the
Delivery Date.
a. If the Software as delivered does not conform with the Specifications, the Client shall within
25 days 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.
b. The Client shall provide to the Developer written notice of its finding that the Software
conforms to the Specifications within 7 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.
3. COMPENSATION. In consideration for the Service, the Client shall pay the Company at the
rate of $ 20,000 (the “Advance Fee”), with a maximum total fee for all work under this
Software Development Agreement of $ 200,000. And additional Fees for maintainenace cost
of $ 80, billed under the Hourly Rate shall be due and payable upon the Developer providing
the Client with an invoice. Invoices will be provided for work completed by the developer once
every end of the month plus all taxes applicable.
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4. 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.
5. 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.
6. 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.
7. DEVELOPER WARRANTIES. The Developer represents and warrants to the Client the
following:
a. Development and delivery of the Software under this Agreement are not in violation of any
other agreement that the Developer has with another party.
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b. The Software will not violate the intellectual property rights of any other party.
c. For a period of 25 days 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.
8. 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.
10. 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 Tamil
Nadu and subject to the exclusive jurisdiction of the federal and state courts located in INDIA,
Tamil Nadu.
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.
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For Tecnova Technologies Pvt Ltd.
The undersigned has read, understood and accepted the terms outlined in this contract and is
Managing Director
Signature
Date
The undersigned has read, understood and accepted the terms outlined in this contract and is
authorized on behalf of CAUSA LLC
Signature
Date
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EXHIBIT A
Hive is a business management suite which allows you to track the status of your
orders, packing lists, invoices, shipping advices, payments and much more which aids to
promote better control of your goods and increase your organization's efficiency. It also helps
customers and suppliers keep track of their orders which increase customer satisfaction and
their willingness to trade with you. Being able to track orders from the moment they are placed
to final delivery helps you control the way you operate.
The new multi-firm feature included in the latest version of Hive application acts as a solution
for multi-organizational enterprise to manage or track the sales and its financial components
(including requirements for addressing differing currencies) in one application. This gives
immediate visibility across the scope of your entire business landscape.
Hive-Features:
Create, forward and approve orders, packing lists, price quotes, product spec
(measurement chart), all invoices and payment.
Full or partial payments with reconciliation.
Vendor invoice reconciliation.
User group privileges for modules.
Invoicing for more than one package.
Attach, upload and manage documents relating to order such as Packing List, Certificate
of Origin, BL/AWB copy, Inspection Certificate, Proof of Delivery, certificate of
compliance, solid wood packing material statement, single country declaration, self-
certification of yarn content, DDP shipping advice, indemnification agreement and all
Invoices.
Powerful search functionality with export to Excel feature.
Full audit trail for packages sent with more than one audit.
Planning for Time & Action for a particular order.
All the details such as agency/salesmen commission, maker/seller profit pertaining to a
order will be entered when a order is created to avoid divergence.
Cargo and Delivery Status can be easily tracked for a package.
Revision tracking on changes to orders with pricing.
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Customizable styles pertaining to a customer.
Supports multiple companies including vendor and customers.
Triggers automated E-mail to vendors and customers.
E-mail Alerts.
Usage of Multi-currency.
Accessible from any major web browser.
Creates revisions of edition to track changes.
Clear/Precise Report and Analytics.
Lab test and Quality Audit (QA) conducted with the help of 3rd parties can also be
tracked through this application.
Hive-Benefits:
Better service - Customers and Suppliers can check the progress of orders for
themselves.
Cost savings - Order Tracking can interact with inventory and stock control processes
which mean you, can reduce stock wastage and are less likely to over- or under-order.
Trust - Offering customers real-time online order tracking helps show you as an open
and honest business, increasing customer trust in you.
Just-in-time production/delivery - Shared order status lets your customers and suppliers
reduce lead times, achieve lean production, and minimize inventory - adding up to cost
savings all round.
Fast, secure and accurate access to important documents.
No more waiting for paper files to be returned to head office for processing.
Secure electronic images that are available within hours.
Processing your orders faster, more accurately and with fewer resources.
Reduced Operating Costs by ensuring customers receive the correct level of service they
are entitled for.
Matching the correct parts to a work order noting availability and location.
Optimizing appointments and response times.
Communicating quickly and accurately with field resources and customers ensuring
asset lifetime is maximized through prompt maintenance.
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Enhanced Customer Experience by communicating the correct information and setting
the right level of expectation with the customer, while keeping they informed of
progress and changes.
Wide Visibility-Increased operational visibility by having all information, data, and
progress tracked and visible within the one platform with users enjoys permission-based
visibility across the organization. This means that they have the data to optimize
purchasing and production for enhanced performance.
Performance – This ERP gives end-users and executives the opportunity to track the
performance through reports such as delay of order/shipment/payment, balance to be
paid and more . Data of this nature can be used to negotiate better terms or to justify
switching vendors.
Exposure of Fraud and Malfeasance – Building on point one above, it offers visibility and
that visibility serves to not just provide information regarding existing corruption in the
supply chain but also to deter those with a deviant mindset. Organizations can rest a
little easier knowing that the data they need to put their suspicions at rest (or pursue
prosecution in a worst case scenario) is being identified.
Economies of Scale – Knowing how much, where and when the organization spends and
receive can be an unbeatable point of leverage in price negotiations across the supply
chain. Consolidation of enterprise spending and receiving for favorable terms is a key
benefit for a organization.
Modules
Masters
This module is visible only for users who have rights to create/edit master modules such as
Vendor, Consignee, Customer, OC Bill-To, Ship-To, Bill-To, Forwarder, merchandiser/sales
person, auditing firm, Labs, Service agencies, Couriers and basic settings related to Firm.
TM-Masters
This module is accessible only for users who are authorized to create companies, user groups,
and users and audit the login history of application. This module enables you to create new
entries for auto-completes such as style no, style description, etc.
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2-Step Verification
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PQ-USA users might approve the prices quoted by PQ-India users or can request PQ-India users
to revise the quoted values. Every price revision gets recorded in application. During approval,
PQ-USA users mention the Air LDP Price, Sea LDP Price and FOB Selling Price.
Price Chart
Every style is associated with price chart which displays the latest price of a particular style and
historical view helps to price trend for a particular period and forecast the best margin for
future. Price chart will be created only for existing style no, style description, customer, size etc
which would have been created in Master-> Auto completes -> Style No, Style Description, Size.
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Styles
Stylists are a vital link connecting concept, design, presentation, and finished product. A unique
identifier called Style No is associated for each style for easy reference. Based on the customer
requirements the apparel will be classified into different styles (apparel specification).The
factors which contribute for a style are style description, fabric, fabric weight, fabric
description, fabric content, color, size, shipping terms, Selling Price, freight charges, duty
charges, Agency commission, salesmen commission etc.
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Spec
Each and every size of fabric style has its own measurements. This section represents the Fabric
Spec sheets which help to produce accurate samples. The spec sheet includes detailed garment
measurements (such as sleeve length, collar point, side vent, etc.,) along with tolerance levels,
construction notes and technical diagrams (like Tech pack). Tech packs includes size chart, care
label instructions, art-work placement, fabric specifications, packing instructions etc. All the
styles associated to a firm get listed in view page of this module with options provided to view
and edit the measurements of associated spec sheet. A separate link to create new spec is also
enabled for styles where spec is not associated.
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Order Confirmation (OC)
This module captures order details of customer with style No, color, size, quantities, terms,
customer PO, ship via, season, instruction, Terms & Conditions, and Notes. OC will be sent as
email to the customer and confirm the order with selling price. The next process (Purchase
Order) can be initiated only after OC is approved.
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Purchase Order (PO)
Materials required for the approved order is mentioned in this module. A unique number will
be generated for capturing order details from selecting the approved OC which is known as PO.
PO retrieves order details of Customer, style No, style description, color, size, quantities, etc
with Cost Price (FOB Price) from approved OC. And also details of Original ship date,
confirmed ship date, selection of forwarder and auditing firm from the drop down list which is
created in Masters.
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Orders
The arrangement of pieces for a particular style is an “Order”, it can also be termed as
‘Purchase Order translated into its own style code with order value, order quantity, etc’ based
on the industry. This module allows to Create/Approve/Complete/Amend an order. Once
Purchase Order is approved creating of order will be possible. In case of multiple style no. for a
Purchase order, Individual order will be created for each style.
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Time and Action (T&A)
Production planning is very important for in time shipment. If any factory maintains it properly
then it will be not a big challenge for them to ship out the goods within shipment schedule. A
sequence of steps that must be taken or activities that must be performed well for a strategy to
succeed. Time & Action will be specified for all the color of garment style only for the approved
Orders. Here time line to complete the various processes such as Fabric In house, PPS approval,
production complete, Ex-India Date (default from orders), ETA Port, PP Sample (Not
Mandatory) and Lab Test (Choose third party Labs from the list - Not Mandatory). Revision of
Target date can also be possible. If PP sample is selected then it should be go for PP sample
audit, until it gets approval packing list is unattainable. Likewise Lab test is also done if selected.
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Lab Test
Lab testing is performed to evaluate textiles properties (such as GSM, Dimensional stability,
Color fastness and Appearance) against your quality standards and gauge the variations against
the tolerance percentage to see if it falls under permissible range and if not, test result is
marked as failed. Similar to PP sample, Lab testing is not mandatory for all the orders and the
option to enable Lab test is provided in TA (Time and Action) module. Also it is not necessary to
test all the above textile properties. So user can choose the textile properties which need to be
tested for an order. Fabric should pass all the tests applicable for the order before the next
process (Packing list) is initiated. Lab test can be conducted by third parties as well.
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PP Sample
PP sample is pre-production sample produced with actual fabric, trims and accessories of the
style before bulk production. These samples get audited by Quality controllers (QC) of
corresponding firm. During the audit, QCs inspect the garment against the style specifications
and they will either approve/reject the samples with feedback. For the rejected cases, the
entire sampling process is repeated until it gets approved by QCs. As PP sampling is not
mandatory for all the orders, the option to enable PP sampling is provided in TA (Time and
Action) module. The next process (Packing list) can be initiated only after PP sample gets
approved.
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Packing List
Itemized list of articles usually included in each shipping package, giving the quantity,
description, and weight of the contents based on color selected from the order. Prepared by
the shipper and sent to the consignee for accurate tallying of the delivered goods. The package
will be created only for the orders with PP sample & Lab test which are approved and there can
be any number of packages for a single order. The value gets reduced once the package is done
and the order will be removed totally after the package is created for the whole order. Excess
quantity will also be included in a package but it goes for the excess quantity approval from the
user who has this rights. This module includes packing summary such as Total No. of Cartons
(Boxes), Net Weight (Kgs), Gross Weight (Kgs), Volume Weight (Kgs), Volume CBM (CBM),
Carton Measurement-1 (Inches), Carton Measurement-2 (Inches) etc
Logistics
The process of transporting goods from one place to another, or from one person to another is
termed as shipping. This module starts when a packing list is created for shipping and there are
serious of process such as Quality Audit and creating invoices like Commercial, Commission, Air
Freight invoice,
LDP invoice and Sales invoice etc to be followed before the goods are shipped.
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Shipping Report
Once after shipping goods from your (seller’s) place, you need to send shipping details with
complete details of carriers and expected time of arrival at your buyer’s place. Shipping advice
helps to track the goods as per details and importer can plan import clearance procedures
accordingly. If buyer not received documents in time, from their bank for taking delivery of
goods he can keep an alert to get the documents and make sure, all documents are in order to
customs clear the goods and take delivery.
Shipping Document
Air way bill, bill of lading, or truck bill of lading, commercial invoice, certificate of origin,
insurance certificate, packing list, or other documents required to clear customs and take
delivery of the goods. This process will initiate after the invoice is approved and the shipping
document corresponding to the invoice will be listed in this sub-module. Once all other
invoices, shipping advice, inspection certificate and proof of delivery is created/attached it will
automatically gets added to the shipping document and the documents to be attached is added
at this phase (Detailed Packing List, Certificate of Origin, BL/AWB Copy and Other)
Work Order:
A work order is a document that provides important details about goods and services that a
client wants to obtain from a vendor, a supplier or another department within the same
company.
Invoices
This module allows the user to bill various types of invoices which are generated from the
system based on the calculations/ship mode/shipping terms specified during the process. A
customer can be billed for orders and Credit payment is allowed for the invoices.
Commercial Invoice:
Document required by customs to determine true value of the imported goods, for assessment
of duties and taxes. A commercial invoice (in addition to other information), must identify the
buyer and seller, and clearly indicate Date and terms of sale, Quantity, weight and/or volume of
the shipment, Type of packaging. Complete description of goods, Unit value and total value,
Insurance, shipping and other charges (as applicable).
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Commission Invoice:
Commissions can be calculated based in two documents: Sales Orders and Sales Invoices. Once
the commission amount is calculated an invoice will be created and invoiced to the service
agency totally.
Freight Invoice:
Type of bill of lading that serves as a (1) receipt of goods by an airline (carrier) and (2) as a
contract of carriage between the shipper and the carrier. It includes (a) conditions of carriage
that define (among other terms and conditions) the carrier's limits of liability and claims
procedures, (b) a description of the goods, and (c) applicable charges. The airline industry has
adopted a standard format for AWB which is used throughout the world for both domestic and
international traffic.
LDP Invoice:
LDP stands for Landed Duty Paid. It is an invoice which is generated for all the cost incurred for
shipping, duty, delivery, insurance and custom clearance will be added to it.
Debit Notes:
This is a type of invoice which is sent to customer for miscellaneous items. It is a note that
indicates the amount owed by a person or company. It serves the same function as an invoice
with the only difference being that the invoice always represents sales while a debit note is
used for deducting money without a sale being made.
Credit Notes:
A credit note or credit memorandum (memo) is a commercial document issued by a seller toa
buyer. The seller usually issues a credit memo for the same or lower amount than the invoice,
and then repays the money to the buyer or sets it off against a balance due from other
transactions.
Payments
The purpose of this module is to make payments for the invoices raised and all the invoices are
grouped separately under each menu. The features of this module are, Full/Partial payments,
Propose Payment for approvals, Payment can only be done after the approval. Complete
history of the payment and credit offered can be tracked.
Reports
Various reports such as Booked, Shipped, un shipped, excess shipped, Billing, receivable and
payable are generated to review the shipping and payment status of the orders, FOB, Quantity,
Agency Commission, Sales Commission, Air Freight, Duty and Margin on each and every order,
year and month wise sales to each customer.
Analytics
This is created by discovering and communicating meaningful data in a pictorial representation
of single/group of business information to improve the business performance. It includes
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various analytics such as Booked, Shipped, and Unshipped & Excess Shipped. Each analytics will
represent in chart (Bar & Pie chart) on Month wise quantity of the Year and Month wise value
of the Year. And can track Year wise, customer wise & vendor wise Quantity and value on
different analytics.
Tracking
Shipment status can be tracked in this module with the help of Transaction ID associated with
the order.
SOC
SOC stands for “Sales Order Confirmation”. Sales person enters order details confirmed by the
Customer in this section. An option to create an OC from SOC modules is enabled and SOC
reference number will be associated in OC as it is created from SOC. This also helps to track the
performance of the sales person based on SOCs created during specific period.
System Requirements:
Operating System: Windows 7 & above , Mac
Browser : Chrome/Mozilla
Server Specifications
Technologies used:
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EXHIBIT B
MILESTONE SCHEDULE
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Hive- Project Resources
Role Count
Project Lead 1
No of Developers involved in project 4
No of Designers involved in project 2
Business Analyst 1
Tester 2
Total Resources 10
Payment Terms
Term Payment Release ( %)
Advance 10%
On Project Delivery 60%
After Deployment 30%
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