SOFTWARE DEVELOPMENT AGREEMENT
Software Development Agreement (the "AGREEMENT") is made effective January
13, 2004 (the "EFFECTIVE DATE"), between Rapidtron Inc. (the "PURCHASER") and
Pioneering Innovation Inc. (the "DEVELOPER").
The Developer has expertise in software development;
The Purchaser has requested the Developer to custom develop for the
Purchaser certain software; and
The Developer has agreed to develop such software for the Purchaser on
the terms and conditions contained herein.
(d) The Developer has performed those services identified on Schedule D.
In consideration of the foregoing and the mutual agreements contained
herein (the receipt and adequacy of which acknowledged), the parties agree as
SECTION 1 DEVELOPMENT AND DELIVERY OF THE SOFTWARE.
(1) Developer has developed for the Purchaser the computer program known as the
COM DLL as more particularly described in Schedule "A" and in accordance
with the specifications detailed in Schedule "B".
(2) Upon execution and delivery of this Agreement and the Initial Payment the
Purchaser completing the payment schedule in Section 5, the Developer shall
deliver to the Purchaser a full and complete copy of the COM DLL together
with all versions thereof in all media of expression and all software,
utilities, object and source code (in machine readable and listing form),
documentation, functional specifications, flow charts, source code notes,
techniques, algorithms and processes embodied in such source code, test
routines and information related thereto and all information describing the
features, installation, use and maintenance thereof (with the COM DLL,
collectively, the "SOFTWARE").
(3) The Developer will deliver to the Purchaser a compiled and operational
version of the COM DLL upon receipt of the Initial Payment.
SECTION 2 SUPPORT
(1) During the term of this Agreement, the Developer shall provide to the
Purchaser the support and maintenance services that constitute Phases 2 and
3, as defined in Schedule "C".
(2) The Developer makes no promises to upgrade or maintain the COM DLL beyond
its present state. The Developer will correct defects to the COM DLL but
will not upgrade the software with new functionality.
(3) The Developer will provide each Third Party Vendor access to an FTP site
containing the COM DLL, document outlining its use, and any software
(4) The Developer will provide three (3) hours of support for integrating the
COM DLL with each Third Party Vendor. Support shall include answering
technical questions by telephone and/or email.
(5) The Developer will not provide any support to an installation using the COM
DLL. The Developer will support the Third Party Vendor as defined in
(6) If a site visit is required to support a Third Party Vendor's integration
of the COM DLL, all reasonable travel expenses shall be covered by the
(7) If more than three (3) hours are required to support a third party software
integration of the COM DLL, and the extra time required is not related to a
fault of the COM DLL or the Developer (as outlined in this Agreement), then
the Purchaser shall be contacted and informed that extra time is required
to complete the integration.
(8) If the Purchaser provides permission to continue with the integration
support, the Developer shall bill the Purchaser at a rate of US seventy
five dollars per hour (US$75 per hour) plus any long distance charges which
are incurred in providing those services.
(9) The Developer shall provide post-Agreement support as outlined in Phase 4
SECTION 3 OWNERSHIP
(1) Upon the execution and delivery of this Agreement and the Initial Payment,
the Purchaser shall have all ownership rights in and to the Software and
all Intellectual Property Rights therein, including all "know-how" used or
acquired in connection with the design and development by the Developer of
the Software; provided however that the Developer shall also have ownership
of the "know-how" commonly known by or available to the public with
equivalent technological skills as the Developer. As used in this
Agreement, "INTELLECTUAL PROPERTY RIGHTS" means all right, title, interest
and benefit in and to all registered or unregistered trade marks, trade or
brand names, service marks, copyrights, copyright applications, designs,
inventions, licenses, sub-licenses, franchises, formulae, processes,
proprietary information, know-how, technology, technical data, schematics
or other intellectual or industrial property.
(2) Any and all "Work Products" (as defined below) whether developed by
Developer and/or any of Developer's agents, employees or contractors, alone
or with others, in connection with the performance of services under this
Agreement, are the exclusive property of the Purchaser and all title and
interest therein (including but not limited to trade secrets, patents,
copyrights or other intellectual property rights) shall fully vest
exclusively in the Purchaser and shall be deemed to be a "work made for
hire" and made in the course of the services rendered hereunder. To the