Proof of Concept - Prototype Agreement Jul 2011


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Proof of Concept - Prototype Agreement Jul 2011

  1. 1. Proof of Concept and Prototype Agreement<br />Mobilezapp USA, Inc. (“Mobilezapp”), a Texas Corporation having its principal place of business at 4500 Steiner Ranch Blvd, Suite 1106, Austin, Texas 78732 and:<br />Organization: ________________________ (“Company”) City:_________ _ST:____ Zip:__________ <br />Phone: __________ (“_______” and, together with Mobilezapp “Parties” and each a “Party”), on _________, 2011, <br />(the “Effective Date”) and on the following terms and conditions:<br />Project Overview<br />Mobilezapp (“MZ”) agrees to create a Proof of Concept for a mobile application on behalf of TC Loan Service, LLC (“Think Finance”)(“TCLS”). Further, MZ agrees to provide an in-depth competitive analysis of mobile applications that are available from firms competitive with TCLS. MZ will produce a complete technical specification for the development of said mobile application on the platforms designated by TCLS.<br />Items purchased<br />Proof of Concept, Competitive Analysis and Technical Specification for a price of $9,500. Payable upon the initiation of the contract.<br />Definitions and Deliverables<br /> Proof of Concept (“PoC”) – There are several deliverables in the Proof of Concept process. These include: Stakeholders Interviews, wire-frame schematics, graphical mock ups and one on-line prototype on a platform designated by Company. <br />The approximate delivery time for the PoC is approximately 30 days from MZ's receipt of the project questionnaire.<br />Platforms To Be Considered – The Apple iPhone and iPod, Google’s Android and R.I.M.’s BlackBerry<br />Competitive Analysis – Mobilezapp will provide a cursory competitive analysis of applications provided by firms competitive to Company. Company will provide Mobilezapp with the names of either the companies considered as competition and their applications available in the market. Mobilezapp will provide its own research to determine organizations it believes are competitive, or will be competitive to Company’s mobile application development efforts. Mobilezapp will review & analyze the features contained therein, the platforms on which the apps are available, the usage data for each of these apps, any information available on history/updates/changes to the apps and a review of user comments/critiques. Mobilezapp will provide Company a listing of the organizations, their websites, links to the store they are featured and comments regarding same.<br />The delivery schedule for the competitive analysis is concurrent with the Proof of Concept.<br />Technical specification – Mobilezapp will produce a technical specification for the mobile application to be developed. It will be a complete reference document formatted to be used by mobile app developers to write the requisite code for the production of a final, market ready application. The technical specification will include all relevant information needed to develop said app on the requested platforms (i.e. iPhone, Android, Blackberry, etc…) and to include all required features and functionality as designated in the PoC.<br />The approximate delivery time for the Technical Specification is 7-10 days after the completion of the PoC.<br />Intellectual Property (“IP”) – All intellectual property associated with the Company mobile app is the property of Company. Mobilezap may use interconnection modules from a library of code available for commonly requested interconnects. These modules are not considered part of the IP.<br />Mutual Non-Disclosure Agreement - In the course of the Mobilezapp PoC process(s) there may be confidential and proprietary information that is shared. Both Mobilezapp and Company agree to not share this information with anyone outside each other’s respective organization. Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise regarding any Confidential Information. Should a separate Nondisclosure Agreement be signed, it is made a part of this Agreement.<br />Entire Agreement, Jurisdiction - This Agreement and the Attachments hereto constitute the entire agreement between the contracting parties concerning the subject matter hereof. All prior agreements, discussions, representations, warranties and covenants are merged herein. There are no warranties, representations, covenants or agreements, expressed or implied, between the parties except those expressly set forth in this agreement. Any amendments or modifications of this agreement shall be in writing and executed by the contracting parties. This agreement shall be governed by and interpreted in accordance with the laws of Travis County, Texas. The parties shall attempt to settle any dispute that arises by direct negotiation between their managing directors or similar senior executives but if direct negotiation does not result in a resolution of the dispute, either Party may require that it be referred to mediation in accordance with the CEDR (Centre for Effective Dispute Resolution) Mediation Rules at present in force. Any dispute that is not settled by direct negotiation or by mediation shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. <br />IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the last date written below. <br />Signature: ___________________________<br />Name: ___________________________<br />Title: ___________________________<br />Date: ___________________________<br />By Mobilezapp<br />Signature: ___________________________<br />Name: ___________________________<br />Title: ___________________________<br />Date: ___________________________<br />