Project Contract Template

This Software Development Agreement ("Agreement") is entered into as of [DATE] by and between: **Service Provider:** MFS Yazılım Istanbul, Turkey Email: info@mfsyazilim.com **Client:** [CLIENT COMPANY NAME] [CLIENT ADDRESS] [CLIENT CONTACT EMAIL] (Collectively referred to as "Parties")

**2.1 Project Description** The Service Provider agrees to develop [PROJECT NAME/DESCRIPTION] according to the specifications outlined in Appendix A - Technical Specifications. **2.2 Deliverables** • [Deliverable 1 - e.g., Fully functional web application] • [Deliverable 2 - e.g., Source code repository] • [Deliverable 3 - e.g., Documentation and user guides] • [Deliverable 4 - e.g., Deployment and configuration] **2.3 Technology Stack** The project will be developed using: • Frontend: [e.g., Next.js, React, TypeScript] • Backend: [e.g., Node.js, PostgreSQL] • Infrastructure: [e.g., AWS, Docker] • Additional tools as specified in technical documentation **2.4 Out of Scope** The following items are explicitly out of scope unless added via change request: • [Item 1] • [Item 2] • Third-party integrations not specified in Appendix A

**3.1 Project Duration** The estimated project duration is [X] weeks/months from the commencement date. **3.2 Key Milestones** • **Phase 1 - Discovery & Planning** ([X] weeks) - Requirements gathering - Technical architecture design - Project plan finalization • **Phase 2 - Design & Development** ([X] weeks) - UI/UX design - Frontend development - Backend development - Database design and implementation • **Phase 3 - Testing & QA** ([X] weeks) - Unit testing - Integration testing - User acceptance testing (UAT) • **Phase 4 - Deployment & Launch** ([X] weeks) - Production deployment - Performance optimization - Final documentation - Knowledge transfer **3.3 Timeline Adjustments** Timelines may be adjusted due to: • Scope changes approved by both parties • Client delays in providing feedback or materials • Force majeure events

**4.1 Project Fee** Total Project Fee: $[AMOUNT] USD (or [AMOUNT] TRY) **4.2 Payment Schedule** • **30%** ($[AMOUNT]) - Upon contract signing (Deposit) • **30%** ($[AMOUNT]) - Upon completion of Phase 2 milestone • **30%** ($[AMOUNT]) - Upon completion of Phase 3 milestone • **10%** ($[AMOUNT]) - Upon final delivery and client acceptance **4.3 Payment Methods** • Bank wire transfer • Credit card payment • Other methods as agreed upon **4.4 Late Payment** Invoices are due within 30 days. Late payments may incur interest at 2% per month. **4.5 Additional Costs** The following costs are not included in the project fee: • Third-party service fees (APIs, hosting, licenses) • Domain registration and SSL certificates • Stock photography or premium assets • Training sessions beyond initial knowledge transfer **4.6 Change Requests** Changes to the agreed scope will be quoted separately and require written approval before implementation.

**5.1 Ownership of Custom Code** Upon full payment of all fees, the Client will own all custom code and deliverables developed specifically for this project. **5.2 Service Provider's Retained Rights** The Service Provider retains ownership of: • Pre-existing code, libraries, and frameworks • Development tools and methodologies • General knowledge and techniques **5.3 License to Pre-existing Materials** The Client receives a perpetual, non-exclusive license to use any pre-existing materials incorporated into the deliverables. **5.4 Third-Party Components** Any open-source or third-party components remain subject to their respective licenses. **5.5 Portfolio Rights** The Service Provider may showcase non-confidential aspects of the project in portfolio, case studies, and marketing materials unless otherwise agreed.

**6.1 Confidential Information** Both parties agree to maintain confidentiality of all proprietary information disclosed during the project. **6.2 Obligations** • Not disclose confidential information to third parties • Use confidential information solely for project purposes • Implement reasonable security measures • Return or destroy confidential materials upon request **6.3 Exceptions** Confidential information does not include information that: • Is publicly available • Was known prior to disclosure • Is independently developed • Is required to be disclosed by law **6.4 Duration** Confidentiality obligations survive for 3 years after project completion.

**7.1 Cooperation** The Client agrees to: • Provide timely access to necessary systems and information • Respond to requests for feedback within agreed timeframes • Designate a primary point of contact • Provide content, assets, and materials as needed **7.2 Feedback and Approvals** • Review deliverables within 5 business days • Provide clear, consolidated feedback • Approve milestones in writing **7.3 Testing and Acceptance** • Participate in user acceptance testing • Report bugs and issues in a timely manner • Provide final acceptance within 10 business days of delivery

**8.1 Warranty Period** The Service Provider warrants that deliverables will be free from defects in workmanship for 90 days after final delivery. **8.2 Warranty Coverage** During the warranty period, the Service Provider will fix bugs and defects at no additional cost. **8.3 Exclusions** Warranty does not cover: • Issues caused by client modifications • Problems arising from third-party services • Issues due to improper use or hosting environment • Changes in external APIs or dependencies **8.4 Post-Warranty Support** After the warranty period, support and maintenance services are available under separate agreements: • Monthly retainer packages • Time and materials basis • Annual maintenance contracts

**9.1 Change Request Process** 1. Client submits written change request 2. Service Provider evaluates impact on timeline and cost 3. Service Provider provides written quote 4. Client approves or rejects in writing 5. If approved, changes are incorporated into project plan **9.2 Impact Assessment** All change requests will be assessed for impact on: • Project timeline • Project cost • Technical architecture • Other deliverables **9.3 Priority Changes** Urgent changes may be implemented upon verbal agreement, with written documentation to follow within 48 hours.

**10.1 Maximum Liability** The Service Provider's total liability shall not exceed the total fees paid under this Agreement. **10.2 Excluded Damages** Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages including but not limited to: • Lost profits or revenue • Loss of data • Business interruption • Loss of goodwill **10.3 Client Indemnification** Client agrees to indemnify the Service Provider against claims arising from: • Client-provided content or materials • Client's use of deliverables • Violation of third-party rights by client

**11.1 Termination for Convenience** Either party may terminate this Agreement with 30 days written notice. **11.2 Termination for Cause** Either party may terminate immediately if: • The other party materially breaches the Agreement and fails to cure within 15 days • The other party becomes insolvent or bankrupt **11.3 Effects of Termination** Upon termination: • Client pays for all work completed to termination date • Service Provider delivers all work completed to date • Each party returns confidential information • Confidentiality and IP provisions survive **11.4 Refund Policy** • If terminated by Service Provider: Unused deposit refunded • If terminated by Client: No refund of payments made

**12.1 Governing Law** This Agreement shall be governed by the laws of Turkey. **12.2 Dispute Resolution** Disputes shall be resolved through: 1. Good-faith negotiation 2. Mediation (if negotiation fails) 3. Arbitration or litigation in Istanbul, Turkey **12.3 Entire Agreement** This Agreement constitutes the entire understanding between parties and supersedes all prior agreements. **12.4 Amendments** Modifications must be made in writing and signed by both parties. **12.5 Assignment** Neither party may assign this Agreement without written consent. **12.6 Force Majeure** Neither party is liable for delays due to circumstances beyond reasonable control. **12.7 Notices** All notices must be in writing and sent to addresses specified in this Agreement. **12.8 Severability** If any provision is invalid, remaining provisions continue in effect.

By signing below, both parties agree to the terms and conditions outlined in this Agreement. **SERVICE PROVIDER:** Signature: _______________________ Name: [Representative Name] Title: [Representative Title] Date: _______________________ MFS Yazılım **CLIENT:** Signature: _______________________ Name: [Client Representative Name] Title: [Client Representative Title] Date: _______________________ [Client Company Name]

[This section would contain detailed technical specifications including:] • Functional requirements • Technical architecture diagrams • API specifications • Database schema • UI/UX designs • Performance requirements • Security requirements • Browser/device compatibility • Integration requirements • Deployment specifications [These specifications are customized for each project and agreed upon during the discovery phase.]