This Program Development Agreement is dated June 6, 2012, and is between (the “Developer”) and (the “Client”). This Agreement is a contract that defines the scope of programming services that the Developer will provide to the Client in return for a fee.

The parties agree as follows:

1. ​Definitions.​ Each of the following terms has the meaning assigned to it.

   1. Agreement means this Program Development Agreement, as amended from time to time.
   2. Client Representative has the meaning assigned to it in section 4.
   3. Development Project means the entire scope of work contracted for pursuant to this Agreement, including the specific goals, intended purpose, and other technical details of the work, as set out in Exhibit A, as amended from time to time.
   4. Down Payment has the meaning assigned to it in section 3.1.
   5. Work Product means any programming or software created by the Developer pursuant to this Agreement, or created outside the scope of this Agreement and used to complete to the Development Project.

2. Development Services.

   1. Programming. The Developer shall design, program, and implement all Work Product sufficient to complete the Development Project to the specifications described in Exhibit A.
   2. Periodic Review. Upon the Client’s reasonable request, the Developer shall make any or all Work Product available to the Client for its review.
   3. Tender to the Client. After the Development Project is complete, and within after receiving final payment of all outstanding fees, costs, and expenses owed by the Client, the Developer shall tender all Work Product (including binary and source code) to the Client.
   4. Right to Assign and Sub-Contract. The Developer may assign any of his duties under this Agreement to any person of his choosing, including (but not limited to) sub-contracting with another to perform work on the Development Project. If so, the Developer agrees to supervise all sub-contractors and warrants the quality of their work.

3. Payment for Development Services

   1. Down Payment. The Down Payment for this Development Project is . The Client shall deliver the Down Payment to the Developer within after all parties have executed this Agreement. The Client agrees that the Down Payment is non-refundable.
   2. Fee for Services. The Developer’s fee for services is for each half-day of work expended towards the Development Project. This fee may contractually increase due to the Client’s non-payment pursuant to section 3.8.
   3. Payment of Development Costs and Expenses. In addition to the Developer’s fee, the Client shall pay for all costs and expenses reasonably incurred by the Developer and reasonably necessary to complete the Development Project. The parties agree that such costs include (but are not limited to):
      1. fees for server space to store Work Product;
      2. costs for application-hosting and management platforms, including but not limited to Heroku, Codeship, and Github; and,
      3. development license fees

      Further, the Client shall not object to the reasonableness of any individual cost or expense or less in value. Concomitantly, the Developer shall consult with the Client prior to incurring any expense greater than in value.

      Finally, if the Client refuses to authorize any purchase pursuant to this section, the Developer may either:

      1. stop working on the Development Project until the Client authorizes the disputed purchase; or,
      2. immediately terminate the contract. In this event, the termination will be effective as of the date the Developer gives the Client written notice of termination pursuant to this section.

   4. Invoicing. The Developer shall invoice the Client for all fees earned and costs and expenses accrued on a weekly basis. The Client agrees to receive each invoice by e-mail. The form of the invoice will provide the following information:

      1. the total number of days (either in the aggregate or per discrete item of work performed), to the , that the Developer (or his assignees or sub-contractors) worked on the Development Project
      2. a description of each discrete item of work performed,
      3. the name of the person performing either all work or each discrete item of work;
      4. the date on which each discrete item of work was performed;
      5. a descriptive list of all costs and expenses incurred; and,
      6. the total amount of fees, costs and expenses owed (after deducting any remaining balance from the Down Payment).

   5. Payment of Fees, Costs and Expenses. Any fees, costs or expenses owed to the Developer will first be deducted against the Down Payment. Once the down payment is exhausted, the Client shall pay all monies owed within after the date on which Developer invoices the Client.

      By way of illustration only, if the Developer invoices the Client via e-mail on Monday, July 2, 2020, then the Client must deliver payment to the Developer any time before Tuesday, July 10, 2020.

   6. Immediate Invoicing and Payment for Fees. Regardless of any other provision in this Agreement to the contrary, the Developer may immediately invoice the Client when the total amount of fees, costs or expenses presently due is or more. The Client shall pay these monies within after the date on which the Developer invoices the Client pursuant to this section.
   7. Form of Payment. The Developer shall choose a bank account. Whenever the Client owes any fees, costs or expenses pursuant to this Agreement, the Client shall either pay those monies via wire payment to this account, or by cashier’s check or money order made payable to the Developer.

   8. Consequences of Non-Payment. Regardless of any provision in this Agreement to the contrary, the parties agree that the Client’s failure to timely pay any and all invoiced fees, costs, and expenses is a total breach of this Agreement, and in that event the Developer retains the right to either:

      1. stop working on the Development Project until the Client pays all monies owed;
      2. immediately terminate the contract. In this event, the termination will be effective as of the date the Developer gives the Client written notice of termination pursuant to this section; or,
      3. continue to work on the Development Project. However, in the event the Developer continues to work pursuant to this section, the Developer’s fees for future work performed on the Development Project will increase to , and the Client agrees to and shall pay this increased daily fee. This fee increase will remain in effect unless and until the Client pays all outstanding monies owed, at which time all fees for future services will reduce back to the rate listed in section 3.2.

4. Client Representative. Within 24 hours after all parties sign this Agreement, the Client shall choose as a Client Representative. The Client shall give the Client Representative agency and mandate to:

   1. give instructions or directions to the Developer on behalf of the Client, and to review the Developer’s Work Product from time to time;
   2. amend the details or enlarge the scope of the Development Project, as set out in Exhibit A; and,
   3. consult with the Developer on costs and expenses necessary to complete the Development Project, and to authorize the purchase of expenses greater than in value.

   Furthermore, the Client warrants that it has given the Client Representative the agency and mandate described above, and the Client shall not give instructions; amend the details or enlarge the scope of the Development Project; or consult on development costs except through the Client Representative. The Client may replace the Client Representative with another at any time, and this replacement becomes effective once the Developer has received written notice of the change from the Client.

5. Additions to the Development Project. The Client (only through the Client Representative) and Developer may agree in writing at any time to amend the details or enlarge the scope of the Development Project as set out in Exhibit A.

   If the Client desires such an amendment, but the Developer does not agree, the Client may attempt to terminate this Agreement by giving the Developer written notice of termination pursuant to this section.

   If the Developer does not agree, in writing, to the Client’s proposed amendment within after the Developer receives written notice pursuant to this section, this Agreement is terminated.

   Finally, no amendment to Exhibit A may be made which reduces or eliminates the amount of fees, costs, or expenses already owed to the Developer pursuant to this Agreement.

6. Ownership of Work Product.

   1. Work-for-Hire. All Work Product created and wholly owned by the Developer is work made for hire, and all rights to the Work Product vest in the Client (specifically excluding, however, any Work Product in which the Developer no longer owns the copyright or possesses any other rights). The Developer has no right to the Work Product made for hire or any interest in it, except for the license granted by the Client to the Developer pursuant to section 6.3.

   2. Assignment of Rights. To further ensure that the Client retains full rights to the Work Product made for hire, the Developer assigns to the Client

      1. all rights to the Work Product owned or retained by the Developer that do not vest in the Client by operation of law; and,
      2. all copyright interests (if any) in the Work Product owned by the Developer under law.

      Nothing in this subsection will be construed to divest the Developer of the license granted by the Client pursuant to section 6.3.

   3. Developer’s License. Regardless of any other provision in this Agreement to the contrary, and in consideration of the work performed pursuant to this Agreement, the Client forever grants to the Developer a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, or sell all Work Product made for hire (or any component thereof) for any purpose and in any manner the Developer deems fit, including (but not limited to) the right to copy, modify, make derivative works, publish, sell, transfer, license, assign, or give away the Work Product, without giving any notice or payment to the Client.

      Furthermore, the Client specifically grants to the Developer as part of this license the right to transfer, give or sell this license or any rights thereof to others, without giving any notice or payment to the Client. The Client specifically understands and agrees that the Developer may sell any Work Product made for hire pursuant to this Agreement to others, and that others may use, reproduce, and sell this Work Product pursuant to the license granted by this section.

7. Client’s Warranties.

   1. The Client warrants that it is a company duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization or incorporation (as the case may be);

   2. The Client warrants that it possesses all requisite power and authority to:

      1. own, operate, and lease its properties, and to carry on its business as it is now being conducted; and,
      2. sign, deliver, and perform this Agreement.
   3. The Client warrants that it has taken all necessary action to authorize the signing, delivery, and performance of this Agreement.
   4. The Client warrants that it has duly signed this Agreement, and that the Client’s signature and consent constitutes a legal, valid, and binding obligation that is enforceable against the Client.

8. Developer’s Warranties.

   1. The Developer warrants that it possesses all requisite power and authority to:

      1. own, operate, and lease its properties, and to carry on its business as it is now being conducted; and,
      2. sign, deliver, and perform this Agreement.
   2. The Developer warrants that it has taken all necessary action to authorize the signing, delivery, and performance of this Agreement.
   3. The Developer warrants that it has duly signed this Agreement, and that the Developer’s signature and consent constitutes a legal, valid, and binding obligation that is enforceable against the Developer.

   4. The Developer warrants that all Work Product is:

      1. useable by the Client and fit for its intended purpose;
      2. operates in conformity with the specifications as set out in Exhibit A; and,
      3. at the time of delivery, free of viruses, Trojan horses, malware, spyware, or other software that could damage the software or hardware of the Client or of any other Client-authorized user of the Work Product.
9. Development Credit. The Developer may reference, credit, or describe any Work Product created, or Development Project completed, pursuant to this Agreement on the Developer’s website, during presentations, or performances, or by any other printed, audio, broadcast, video, digital, or other medium.

10. Termination.

    1. Termination on Completion. This Agreement terminates when

    2. the Developer has reasonably completed the Development Project as set out in Exhibit A;
    3. the Developer has tendered all Work Product to the Client pursuant to section 2.3; and,
    4. the Client has paid all fees, cost and expenses owed to the Developer pursuant to section 3.5.

    5. Termination for Cause. This Agreement also terminates when:

       1. either the Developer or Client breaches a promise or warranty made under this Agreement; and,
       2. the non-breaching party gives written notice to the breaching party that the Agreement is being terminated for cause pursuant to this section.
    6. Termination as Otherwise Provided in this Agreement. This Agreement also terminates as provided for in sections 3.3, 3.8, and 5.

11. General Provisions.

    1. Governing Law. The laws of Louisiana govern all matters relating to this Agreement, including torts and other lawsuits filed.
    2. Venue. Any lawsuit relating to, or seeking relief from, this Agreement shall be filed in a state court of competent jurisdiction within the state of Louisiana.
    3. Assignment and Delegation. The Client shall not assign or delegate its performance under the Agreement, except as provided in section 4 relating to the Client Representative. The Developer shall not assign or delegate its performance under this Agreement, except as provided in section 2.4 relating to assignees and subcontractors.
    4. Successors and Assigns. This Agreement binds and benefits the parties and their respective, permitted successors and assigns (if any).
    5. Merger. This Agreement is the final, complete, and exclusive statement of the parties’ agreement on the matters contained in this Agreement. This Agreement supersedes all previous negotiations and agreements.
    6. Notices. The parties shall give all notices and consents required under this Agreement in writing. Except as otherwise provided in sections 3.5 and 3.6 relating to invoicing, a notice or consent from one party is effective on the date the other party receives it.
    7. Amendments. Any amendment to this Agreement must and shall be made by an agreement in writing, signed by both parties.

To evidence the parties’ agreement to this Agreement, they have signed and delivered it on the date set forth in the Preamble.

EXHIBIT A

By affixing their respective signatures below, the parties agree that entire scope of development and programming work contracted for pursuant to this Agreement, including the specific goals, intended purpose, and other technical details of the Development Project, are set out as described in this Exhibit A.