Consistently Delivering Quality Solutions…

………………………………………………

Document Scope of Work_Fixed Cost Contract

Contract Reference CDN/……………………/Fixed Cost/Contract
V1.0/……-…..-2024
Customer Info
Company Info Registration No. [U72200MP2006PTC019043]
CDN Software Solutions Pvt. Ltd.
Unit No.304, Princes' Business Skypark,
A.B. Road, Indore (M.P.), India
Phone: +91 – 731 – 4035927
Website: www.cdnsol.com
Creation Date
Last Revision Date -

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PROPRIETARY AND HIGHLY CONFIDENTIAL 1

CONTENTS

1.0. OFFSHORE SOFTWARE DEVELOPMENT CONTRACT ...............................................................................................4

1.1 RECITALS .................................................................................................................................................... 4

1.2 PURPOSE OF AGREEMENT .......................................................................................................................... 4

2.0 SCOPE OF WORK ................................................................................................................................................4

2.1 ARCHITECTURE AND DESIGN ...................................................................................................................... 4

2.1.1 Application Flow Diagram ..........................................................................................................................4
2.1.2 High Level Screen Design ...........................................................................................................................4
2.1.3 Structural Architecture Diagram ................................................................................................................4

2.2 APPLICATION ................................................................................................................................................... 5

2.2.1 Tools And Technologies .............................................................................................................................5
2.2.2 Feature List ................................................................................................................................................5
2.2.3 Feature List (Mobile App - Cms & Web Services) ......................................................................................5
2.2.4 App Resolution..................................................................................................................................................6
2.2.5 Mobile Application Hours And Estimation .................................................................................................6

2.3 KEYNOTES AND ASSUMPTIONS .................................................................................................................. 6

2.3.1 Keynotes ....................................................................................................................................................6
2.3.2 Assumptions ..............................................................................................................................................6

3.0 OUR APPROACH .................................................................................................................................................7

4.0 COST AND PAYMENT TERMS ...................................................................................................................................9

4.1 MOBILE APPLICATION ................................................................................................................................ 9

4.2 DEVELOPER’S BANK INFORMATION ............................................................................................................... 10

5.0. SUPPORT METHODOLOGY ....................................................................................................................................11

5.1 SCOPE OF SUPPORT ....................................................................................................................................... 11

5.2 SUPPORT PROCESS ................................................................................................................................... 11

5.3 MAINTENANCE METHODOLOGY ............................................................................................................... 12

6.0. OWNERSHIP ..........................................................................................................................................................13

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6.1. OWNERSHIP OF SOFTWARE .......................................................................................................................... 13

6.2 LIMITATION OF DEVELOPER’S LIABILITY TO CLIENT .................................................................................. 13

7.0. TERMS & CONDITION FOR AGREEMENT ..............................................................................................................14

7.1. CONFIDENTIALITY ......................................................................................................................................... 14

7.2. TERM OF AGREEMENT .................................................................................................................................. 14

7.3. TERMINATION OF AGREEMENT..................................................................................................................... 15

7.4. NON-SOLICITATION OF COMPANY’S EMPLOYEES .......................................................................................... 15

7.5. COMPLETE AGREEMENT................................................................................................................................ 15

7.6. MODIFICATION TO AGREEMENT ................................................................................................................... 15

7.7. GOVERNING LAW .......................................................................................................................................... 16

7.8. NOTICES ........................................................................................................................................................ 16

8.0 SIGNATURES ..........................................................................................................................................................17

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 1.0. OFFSHORE SOFTWARE DEVELOPMENT CONTRACT

This is an Offshore Software Development Contract, and it is to notify that ……………. and CDN Solutions Group,
Unit No.304, Princes' Business Skypark, A.B. Road, Indore (M.P.), India the Second Party, have agreed to work
together Under following Terms & Conditions. This Contract is made on …………. and will be effective once sign-off.

1.1 RECITALS

WHEREAS Customer wishes to develop …………………… and want to hire developer to develop the application offshore
at Developer’s office, and; WHEREAS Developer desires to develop ………….. offsite for Customer.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto,
intending, to be legally bound, agree as follows:

1.2 PURPOSE OF AGREEMENT

Customer desires to retain Developer as an independent contractor to develop …………….. offsite described in the
Functional Specifications contained in and made part of this Agreement. Developer is ready, willing and able to
undertake the development of …………………. offsite (at developer’s office) and agrees to do so under the terms and
conditions set forth in this Agreement.

2.0 SCOPE OF WORK

2.1 ARCHITECTURE AND DESIGN

2.1.1 Application Flow Diagram

2.1.2 High Level Screen Design

2.1.3 Structural Architecture Diagram

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 2.2 APPLICATION

2.2.1 Tools And Technologies

Technology and Tools

Sr.No. Backend Admin and API Mobile Application

2.2.2 Feature List

Sr.No. Module Name Features Est. Working Hours Remark

Total Working Hours hrs

Application/Website:
Technology Working Hours
hrs

hrs
Total Working Hours hrs

2.2.3 Feature List (Mobile App - Cms & Web Services)

Sr.No. Module Name Features Est. Working Hours Remark

Total Working Hours hrs

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2.2.4 App Resolution

App Resolution
Platform OS Version Device Orientation Mode Resolutions (Best Suits)

2.2.5 Mobile Application Hours And Estimation

Sr.No. Modules Est. Working Hours

Total Working Hours hrs

Total Cost (USD) USD

2.3 KEYNOTES AND ASSUMPTIONS

2.3.1 Keynotes

Sr.No. Topic Notes

2.3.2 Assumptions

Sr.No. Topic Notes

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3.0 OUR APPROACH

Our solution approach will be in different stages so that we can have the entire requirement consolidated before we
move to the real development of system. This process will also allow us to define the technology matrix and to do a
prototyping of app (wireframes). Below are the different stages we propose as our solution approach:

Stage 1: Requirement Gathering

This will be done by the Business Analysts.

Stage 2: Technology Decision & Wireframe Creation

Once the basic requirements & scope has been decided; the next stage will be to provide a prototype against the
define requirements and to confirm the scope of work. With the term prototyping; we will create clickable wireframe
which will be raw pictorial but still a clickable flow to define the elements and application flow. At the same time
technical architect can review the requirements and can propose the appropriate server side technology to develop
backend and restful APIs. This stage will have following activities to cover:
 Create raw pictorial screens of the application by defining each and every elements of a single screen
 Integrate these screen in a flow and make the elements clickable to navigate quickly
 Present the wireframe for receiving feedback (from client)
 Incorporate feedback within the wireframe for final presentation
 Sign-off on wireframes and scope of the work (Includes technology stack definition as well)

Stage 3: Project Milestone & Resource Planning:

Once the scope is signed off we can move on to create project milestone with sprints and stories in each sprint. We
can then plan the number of resources working on the project and can define timelines for each milestone
deliverable. This stage will have following activities to cover:
 Create project on PMS tool (Redmine)
 Create client accounts to access the projects
 Create project milestone and sprints within each milestone
 Create stories in each sprint and then provide details within each story
 Assign resources to project and then assign stories to the resources accordingly

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  Define milestone deadlines and dates as deliverables due
 Present project plan to client, receive feedback for the same
 Sign-off on project plan and deliverables

Stage 4: Development of application

After completion of stage 3; the development team is ready to move on to the development of application modules
(as defined with the project plan). This stage will have following activities to cover:
 Daily development tasks
 Weekly scrum and weekly status report release
 Milestone modules submission to Quality Assurance (QA) team
 Milestone Approval report from QA team
 Milestone release with release notes that describe about the modules under the milestone deliverable
 Milestone feedback from client
 Milestone feedbacks cover and process/release the milestone again (by completing all QA process etc.)
 Milestone sign-off and move to next milestone
 This process also involve continuous deployment & QA on development & staging server

Stage 5: Deployment & UAT

Once all the milestones have been released then we will move the live deployment and application can be released
for UAT (User Acceptance Testing). This stage will have following activities to cover:
 Deployment on live environment
 Application available for UAT and further use

Project Management Tools

Technology and Tools

1 Redmine Project Management Access
2 GIT Sub-version tool
3 Mantis Bug Tracking tool
4 Skype,Slack for communication

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4.0 COST AND PAYMENT TERMS

4.1 MOBILE APPLICATION

I would like to share that the development of …………………….. could be done in ………… working hours and the total
cost will be USD …………..(……………………………. USD Only).
The payment will be bases on milestones and following shall be the payment terms & conditions:

Payment terms and Conditions

Payment Type of Payment Description Amount
25% of total contracted value deposited upon signing
1st Upfront Payment
the contract.
20% will be paid after completion of Milestone 1 (to be
2nd Second Payment
decided mutually)
25% will be paid after completion of Milestone 2 (to be
3rd Third Payment
decided mutually)
20% will be paid after completion of Milestone 3 (to be
4th Fourth Payment
decided mutually)
Rest 10% would be paid upon UAT from client and
5th Final Payment
before delivering the source code.

Standard Disclaimer: The numbers represented above are to be used as an estimate for the projects discussed. The
above Cost Summary does in no way constitute a warranty of final price. Estimates are subject to change if project
specifications are changed or costs for outsourced services change before being locked in by a binding contract.

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4.2 DEVELOPER’S BANK INFORMATION

Notes:
1. You need to do international wire transfer mentioning all the above details.
2. NAME OF REMMITER: YOUR COMPANY DETAILS
3. PURPOSE OF REMITTANCE: SOFTWARE DEVELOPMENT

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5.0. SUPPORT METHODOLOGY

5.1 SCOPE OF SUPPORT

Our Support services include:

1. Bug fixes

2. Technical , Functional and Operational support

3. Root cause analysis

4. Enhancements

5. MIS Reports

6. Support Documentation

All these services are effectively delivered remotely through continuous interactions with the customer to get an
insight into the problem space. Internal processes for providing support services to meet stringent service levels.
Mode of communication

 IM

 Phone call

 Email

5.2 SUPPORT PROCESS

The Support Process will start after the delivery of the Source Code of the project to CLIENT for time period of One
Month. CDN will assign the support task for the every team member of Support Team. Process we adhere to is as
follows:
 Assigning team for support.
 Allocating the tasks for each team members.
 Analysis of task done for each team member.
 Setting up the priority for every task.
 CDN will vigilantly ensure timely delivery of milestones.

We will use Project Management System for tracking every aspect of project.

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5.3 MAINTENANCE METHODOLOGY

Maintenance Work of the application after full development, we will implement following free for 3 months
Warranty:
 Bug Fixing for current development
 Handle Real Time issues reported
 Documentation/On Call Support
 Minor changes in existing feature
 Any new enhancement or UI changes will charge you an extra amount of $18/hr

Cost: Total cost for 200 Hours will be …………… USD (After free support of 1 month)
 Billing will on Monthly basis as advance of ………….. USD
 We propose to retain two resources from the same development team for the maintenance and support
 It will be maintained on Google spread sheet or any tool in between CDN Software Solution and the client

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6.0. OWNERSHIP

6.1. OWNERSHIP OF SOFTWARE

The Ownership of the software will be with Envision Company. This assignment is conditioned upon full payment of
the compensation due Developer under this Agreement for which both the parties are agreed for. Developer shall
hand over the source code to the Customer upon the above mentioned term.

Client shall retain all copyright, patents, trade secret and other intellectual property rights Developer may have in
anything created or developed by Developer for Customer under this Agreement. The rights is conditioned upon full
payment of the compensation due Developer under this Agreement.

Any Art work, documents, flow, source code, IPR will be owned and will be property of Client after the complete
payment for the hours blocked is done.

CDN will not use the customers, product information, customer information, logic or any other information related
to customers product anytime while development of the project or after development of the project.

6.2 LIMITATION OF DEVELOPER’S LIABILITY TO CLIENT

A. In no event shall Developer be liable to CLIENT for lost profits of CLIENT, or special or consequential damages,
even if Developer has been advised of the possibility of such damages.

B. Developer shall not be liable for any claim or demand made against CLIENT by any third party except to the
extent such claim or demand relates to copyright, trade secret or other proprietary rights.

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7.0. TERMS & CONDITION FOR AGREEMENT

7.1. CONFIDENTIALITY

During the term of this Agreement and for One Month afterward, Developer will use reasonable care to prevent the
unauthorized use or dissemination of CLIENT's confidential information. Reasonable care means at least the same
degree of care Developer uses to protect its own confidential information from unauthorized disclosure.

If after completion of this Phase-1 of the project, client decides to award tender to another party for Phase-2 there
should be no objections in modifying and enhancing the existing source code. Client shall have all the rights reserved
for source code.

Confidential information is limited to information clearly marked as confidential or disclosed orally that is treated as
confidential when disclosed and summarized and identified as confidential in a writing delivered to Developer within
3 days of disclosure. Confidential information does not include information that:

A. The Developer knew before CLIENT disclosed it

B. Is or becomes public knowledge through no fault of Developer

C. Developer obtains from sources other than CLIENT who owe no duty of confidentiality to CLIENT, or

D. Developer independently develops

CLIENT shall treat the Software on a confidential basis and shall not, at any time, disclose the trade secrets embodied
in the Software or supporting documentation to any other person, firm, organization or employee who does not
need to obtain access thereto consistent with CLIENT's rights under this Agreement. Under no circumstances may
CLIENT modify, reverse compile or reverse assemble the object code contained in the Software. CLIENT shall devote
its reasonable best efforts to ensure that all persons afforded access to the Software and supporting documentation
protect Developer's trade secrets against unauthorized use, dissemination or disclosure.

7.2. TERM OF AGREEMENT

This Agreement commences on the date it is executed and shall continue until full performance by both parties, or
until earlier terminated by one party under the terms of this Agreement.

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7.3. TERMINATION OF AGREEMENT

Each party shall have the right to terminate this Agreement by written notice to the other if a party has materially
breached any obligation herein and such breach remains uncured for a period of 10 working days after written
notice of such breach is sent to the other party.

If Developer terminates this Agreement because of Customer's default, all of the following shall apply:

A. Customer shall immediately cease use of the Software.

B. Customer shall, within 10 working days of such termination, deliver to Developer all copies and portions of the
Software and related materials and documentation in its possession furnished by Developer under this
Agreement.

C. All amounts payable or accrued to Developer under this Agreement shall become immediately due and payable.

D. All rights and licenses granted to Customer under this Agreement shall immediately terminate.

This Agreement may be terminated by Customer for its convenience upon 10 working days prior written notice to
Developer. Upon such termination, all amounts owed to Developer under this Agreement for accepted work shall
immediately become due and payable and all rights and licenses granted by Developer to Customer under this
Agreement shall immediately terminate.

7.4. NON-SOLICITATION OF COMPANY’S EMPLOYEES

Customer agrees not to knowingly hire or solicit Developer's employees during performance of this Agreement and
for a period of 1 year after termination of this Agreement without Developer's written consent.

7.5. COMPLETE AGREEMENT

This Agreement together with all exhibits, appendices or other attachments, which are incorporated herein by
reference, is the sole and entire Agreement between the parties. This Agreement supersedes all prior
understandings, agreements and documentation relating to such subject matter. In the event of a conflict between
the provisions of the main body of the Agreement and any attached exhibits, appendices or other materials, the
Agreement shall take precedence.

7.6. MODIFICATION TO AGREEMENT

Modifications and amendments to this Agreement, including any exhibit or appendix hereto, shall be enforceable
only if they are in writing and are signed by authorized representatives of both parties.

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7.7. GOVERNING LAW

This Agreement shall be interpreted under the laws of Client’s location.

7.8. NOTICES

All notices and other communications given in connection with this Agreement shall be in writing and shall be
deemed given as follows:

A. When delivered personally to the recipient's address as appearing in the introductory paragraph to this
Agreement;

B. When sent by fax or telex to the last fax or telex number of the recipient known to the party giving notice. Notice
is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified
mail or the recipient delivers a written confirmation of receipt.

Any party may change its address appearing in the introductory paragraph to this Agreement by giving notice of the
change in accordance with this paragraph.

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8.0 SIGNATURES

Each party represents and warrants that on this date they are duly authorized to bind their respective principals by
their signatures below.

IN WITNESS WHEREOF, the parties have executed this Contract on the dates set forth first above, with full
knowledge of its content and significance and intend to be legally bound by the terms hereof.

Client CDN Software Solutions Pvt. Ltd.

Signature Signature

Date , 2024 Date , 2024

By By Divyesh Shrivastava

Title Title Group Vice President

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