Developer Agreement

This Developer Agreement (the “Agreement”) is entered into by and between [Cyber Security Company] (“Company”) and [Developer] (“Developer”).

Services. Developer will provide software development services to the Company as specified in the Project Agreement entered into between the parties. Developer will provide such services in a timely and professional manner, using reasonable care and skill.

Ownership of Work Product. The Company will own all intellectual property rights in any work product developed by Developer under this Agreement (“Work Product”). Developer hereby assigns to the Company all rights, title and interest in and to the Work Product. Developer agrees to execute all documents and take all actions necessary to perfect and maintain the Company’s ownership of the Work Product.

Confidentiality. Developer agrees to keep confidential all confidential information of the Company and to use such information solely for the purposes of performing its obligations under this Agreement. Developer agrees to take all reasonable steps to protect the confidentiality of such information.

Compensation. The Company will pay Developer for its services as specified in the Project Agreement. All amounts payable to Developer under this Agreement are exclusive of any taxes or duties, which shall be the responsibility of Developer.

Representations and Warranties. Developer represents and warrants that it has the necessary skills and expertise to provide the services under this Agreement, and that the Work Product will not infringe on any third-party intellectual property rights.

Term and Termination. This Agreement will commence on the date set forth in the Project Agreement and will continue until the completion of the project or until terminated by either party upon thirty (30) days’ written notice to the other party.

Limitation of Liability. In no event will the Company be liable to Developer for any special, indirect, incidental, or consequential damages arising out of or in connection with this Agreement.

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of [State], without giving effect to its principles of conflicts of law.

Entire Agreement. This Agreement sets forth the entire understanding of the parties and supersedes all prior or contemporaneous agreements and understandings, whether oral or written, relating to the subject matter of this Agreement.

Notices. All notices under this Agreement will be in writing and delivered to the addresses specified in the Project Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Company]
By: ________________________________
[Developer]
By: ________________________________