SOFTWARE DEVELOPMENT AGREEMENT
Republic of the Philippines — Custom software project · Template v0.2.0
This Software Development Agreement (the "Agreement") is made on October 10, 2026 at Cebu City, Philippines, between Sampaguita Trading Corporation, with principal office at 22 Bonifacio Street, Cebu City 6000 (the "Client"), and Kalikasan Software Studio, Inc., with address at 9/F Cebu IT Park, Lahug, Cebu City 6000 (the "Developer").
1. The project
The Developer shall design, build, test, and deliver the software known as "Sampaguita Order Management Portal" (the "Software"), a contract for a piece of work under Articles 1713 and following of the Civil Code. The Software shall do the following: A web portal where the Client's resellers place and track orders, view invoices, and download statements, with an admin console for the Client's staff to manage products, prices, and orders.
The deliverables are: Source code and repository, a deployed production application, an administrator manual, API documentation, and test reports. The technology and platform are: React web front end with a Node.js API and a PostgreSQL database, hosted on the Client's cloud account.
Any change to the scope, schedule, or price shall be made only through a written change order that both parties sign. Neither party is bound by an unwritten change.
2. Schedule and fees
The Developer shall start work on October 15, 2026 and deliver the finished Software on or before March 15, 2027. The total fee is Three Hundred Fifty Thousand Pesos (PHP 350,000.00), payable against the following milestones:
Milestone 1: Design approved, due on November 15, 2026, payment of One Hundred Thousand Pesos (PHP 100,000.00).
Milestone 2: Beta delivered, due on January 31, 2027, payment of One Hundred Fifty Thousand Pesos (PHP 150,000.00).
Milestone 3: Final acceptance, due on March 15, 2027, payment of One Hundred Thousand Pesos (PHP 100,000.00).
The fees are stated exclusive of value-added tax, which the Client shall pay in addition against a valid invoice.
An overdue payment bears interest at 6% per year from the due date until paid. This is not an authority for an unconscionable rate, and a court may reduce an iniquitous interest or penalty (Article 1229).
The Client may withhold tax as the law requires and shall give the Developer the certificate of withholding.
3. Acceptance
The Client shall test each delivery against these acceptance criteria: The portal passes the agreed test cases, handles 200 concurrent users with page responses under three seconds, and has no open critical or high-severity defects at the acceptance test.
The Client shall accept the delivery or list the defects in writing within 10 days after delivery. The Developer shall fix the listed defects and redeliver, and the Client shall test again within the same period.
A delivery that the Client neither accepts nor rejects in writing within 10 days is treated as accepted.
4. Ownership and licenses
Copyright in a commissioned work stays with its creator unless the parties agree otherwise in writing (Intellectual Property Code, Section 178). The parties so agree: on the Client's full payment of the fees, the Developer assigns to the Client all copyright and other rights in the custom code and materials created for the Client under this Agreement (Section 180). Until that payment, the Developer keeps the rights and grants the Client only a license to use the delivered work.
The Developer keeps ownership of its existing tools, libraries, and know-how, described as: The Developer's internal component library, build tools, and templates that it uses across projects. The Developer grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use those items as part of the Software.
5. Chain of title, personnel, and open source
The Developer states that its employees, contractors, and subcontractors who work on the Software have assigned to it in writing all the rights it needs to give the Client what this Agreement provides, and that it is free to enter this Agreement.
The Developer warrants that the Software and the other deliverables, excluding materials the Client supplied, do not infringe any third person's intellectual property rights. The Developer shall defend the Client, at the Developer's cost, against any claim that they do, and shall indemnify the Client for the loss the claim causes.
The Developer may include only open-source components under permissive licenses, and shall list each one, with its license, before delivery. It shall not include components under licenses that would require the Client's own code to be published.
The Developer shall ensure that its personnel consent to the modification of the Software and to its use without attribution, to the extent the law allows. Moral rights that the law does not allow to be waived stay with their holders.