Software Development Agreement

The contract between GreenLeaf Technologies and Vertex Solutions, including Exhibit A specifications.

⚠️ Treat as Real Client Matter

This is a client document. Before using any tool, consider what information you're inputting and whether that use is appropriate.

Tool Selection Opportunity

Task: Analyze contract terms, identify key provisions, spot ambiguous language

Non-AI Options
  • Manual clause-by-clause review with annotation
  • Contract review checklists (software development, commercial contracts)
  • Secondary sources on software contract interpretation
  • Comparison against standard form agreements
AI Options (Tools You Have)
  • CoCounsel/Protégé: Contract review within privileged platforms—appropriate for client documents
  • Gemini/Copilot: Could you accomplish this without uploading the contract? (e.g., asking general questions about contract interpretation principles)
Selection Considerations
  • This is a client contract—confidentiality analysis required
  • Note the ambiguous term: "acceptable industry tolerances" (Exhibit A). How would you research what this means without uploading client documents?
  • Which approach gives you the most thorough analysis of the contract's risk allocation?

SOFTWARE DEVELOPMENT AGREEMENT

This Software Development Agreement ("Agreement") is entered into as of September 8, 2025 ("Effective Date"), by and between:

GreenLeaf Technologies, Inc., a Texas corporation with its principal place of business at 4521 Innovation Drive, Suite 300, Austin, TX 78759 ("Client")

and

Vertex Solutions LLC, a Texas limited liability company with its principal place of business at 892 Tech Center Boulevard, Austin, TX 78701 ("Developer")

Article 1: Scope of Work

1.1 Project Description. Developer agrees to design, develop, and deliver a custom inventory management software system ("Software") for Client's sustainable packaging business operations, as more fully described in Exhibit A attached hereto.

1.2 Specifications. The Software shall conform to the functional specifications set forth in Exhibit A ("Specifications"). The Specifications include:

  • (a) Real-time inventory tracking across three warehouse locations
  • (b) Automated reorder notifications
  • (c) Integration with Client's existing QuickBooks accounting system
  • (d) Reporting dashboard with customizable reports
  • (e) Mobile-responsive web interface

1.3 Acceptance Criteria. The Software shall be deemed to meet the Specifications if it performs the functions described in Exhibit A under normal operating conditions.

Article 2: Delivery and Acceptance

2.1 Delivery Date. Developer shall deliver the completed Software to Client no later than January 15, 2026.

2.2 Acceptance Period. Client shall have thirty (30) days following delivery to test the Software and notify Developer in writing of any material defects or nonconformities with the Specifications ("Acceptance Period").

2.3 Cure Period. If Client provides timely written notice of defects, Developer shall have fifteen (15) days to cure such defects ("Cure Period"). If Developer fails to cure the defects within the Cure Period, Client may, at its option: (a) extend the Cure Period; (b) accept the Software with a negotiated reduction in price; or (c) terminate this Agreement pursuant to Article 6.

2.4 Deemed Acceptance. If Client fails to provide written notice of defects within the Acceptance Period, the Software shall be deemed accepted.

Article 3: Compensation

3.1 Total Fee. Client agrees to pay Developer a total fee of One Hundred Eighty Thousand Dollars ($180,000) for the Software, payable as follows:

  • (a) $60,000 upon execution of this Agreement
  • (b) $60,000 upon completion of development milestone (beta delivery)
  • (c) $60,000 upon final acceptance of the Software

3.2 Payment Terms. All payments shall be made within ten (10) business days of the applicable milestone via wire transfer to Developer's designated account.

3.3 Late Payments. Any payment not received within thirty (30) days of the due date shall accrue interest at the rate of 1.5% per month.

Article 4: Intellectual Property

4.1 Ownership. Upon receipt of final payment, Client shall own all rights, title, and interest in the Software, including all intellectual property rights therein.

4.2 Developer Tools. Notwithstanding Section 4.1, Developer shall retain ownership of any pre-existing tools, libraries, or code that Developer incorporates into the Software ("Developer Tools"), and hereby grants Client a perpetual, royalty-free license to use such Developer Tools solely as incorporated in the Software.

Article 5: Warranties

5.1 Performance Warranty. Developer warrants that the Software shall perform substantially in accordance with the Specifications for a period of ninety (90) days following acceptance ("Warranty Period").

5.2 Workmanship. Developer warrants that the Software shall be developed in a professional and workmanlike manner consistent with industry standards.

5.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DEVELOPER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Article 6: Termination

6.1 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof.

6.2 Effect of Termination. Upon termination by Client for Developer's uncured material breach, Developer shall refund to Client all amounts paid, less the reasonable value of any conforming work product delivered to Client.

Article 7: Limitation of Liability

7.1 Cap on Damages. IN NO EVENT SHALL EITHER PARTY'S LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT.

7.2 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF THIS AGREEMENT.

Article 8: Dispute Resolution

8.1 Negotiation. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiation.

8.2 Mediation. If negotiation fails, the parties agree to submit the dispute to non-binding mediation before a mutually agreed mediator in Austin, Texas.

8.3 Litigation. If mediation fails, either party may pursue litigation in the state or federal courts located in Travis County, Texas.

8.4 Attorneys' Fees. The prevailing party in any litigation shall be entitled to recover its reasonable attorneys' fees and costs.

Article 9: General Provisions

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

9.2 Entire Agreement. This Agreement, including Exhibit A, constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements.

9.3 Amendments. This Agreement may not be amended except by a written instrument signed by both parties.

9.4 Notices. All notices shall be in writing and delivered to the addresses set forth above, or to such other address as a party may designate in writing.

Signatures

GREENLEAF TECHNOLOGIES, INC.

By:

Name: Maya Chen

Title: Chief Executive Officer

Date: September 8, 2025

VERTEX SOLUTIONS LLC

By:

Name: Daniel Osito

Title: Managing Partner

Date: September 8, 2025

EXHIBIT A: FUNCTIONAL SPECIFICATIONS

1. Inventory Tracking Module

The Software shall provide real-time inventory tracking with the following capabilities:

  • Track inventory quantities across three warehouse locations (Austin, Houston, Dallas)
  • Update inventory counts automatically upon receipt of goods and shipment
  • Support barcode scanning integration
  • Maintain accuracy within acceptable industry tolerances

2. Automated Notifications

The Software shall generate automated notifications when:

  • Inventory falls below user-defined reorder points
  • Shipments are received
  • Discrepancies are detected during cycle counts

3. QuickBooks Integration

The Software shall integrate with QuickBooks Online to:

  • Sync inventory valuations
  • Export cost of goods sold data
  • Import vendor information

4. Reporting Dashboard

The Software shall include a reporting dashboard capable of:

  • Generating standard inventory reports (on-hand, valuation, turnover)
  • Creating custom reports based on user-selected parameters
  • Exporting reports in PDF and Excel formats
  • Displaying data visualizations (charts, graphs)

5. Technical Requirements

  • Web-based application accessible via standard browsers
  • Mobile-responsive design
  • Secure login with role-based access controls
  • Data backup and recovery capabilities