مساعدة مهمة جدا و مشكلة كبيرة في إنشاء تطبيق بكلفه عاليه

السلام عليكم و رحمة الله و بركاته

كيف الحال اتمنى لكم دوام الصحة و العافية

إخواني الكرام قررت من فتره إنشاء تطبيق للاندرويد و الـ ios عن طريق موقع اب وورك واخترت أحد الشركات

لتنفيذ التطبيق و اواجه الكثير من الصعوبات و السبب في ذلك عدم الخبر في المجال البرمجي

والشيئ الثاني هو التوتر بسبب قيمة التطبيق العالية نسبيا و التي قد تصل الى 15000 الف دولار

و إتجهت إلى هذا الموقع الكريم لمساعدتي في إتخاذ القرار

المشاكل التي تواجهني هي

1- العقد : تصر أغلب الشركات البرمجية على اب وورك على الإكتفاء بالعقد الإلكتروني اي عبارة عن صوره

يتم توقيعها وختمها من قبل الشركة البرمجية و ارسالها للعميل عن طريق الايميل

ليوقعها و يحتفظ بنسخه منها كما أن الشركه

رفضت ذكر تفاصيل التطبيق كاملة في العقد و إكتفت بالبنود الرئيسية بدون شروحات عن تفاصيل العمل و سأرفق لكم

صورة عن العقد وترفض الشركات العقد المطبوع أو الموثق من وزارة الخارجية

و سؤلي هنا هل العقد الإلكتروني يضمن حقي في ملكية التطبيق ويضمن جودة العمل

أم ليس هناك أي قيمة للعقد الإلكتروني وليس ملزم للشركة ولماذا ترفض الشركة ذكر التفاصيل الكاملة لطريقة عمل

التطبيق في العقد

السؤال الثاني ماهي الكودات البرمجية التي يجب أن اطلبها من المبرمج لضمان حريتي الكاملة في

التعديل على التطبيق أو تطويره عن طريق أي شركةبرمجية أخرى وكيف أضمن ان الكودات سلمية و تعمل

ماهي الطريقة

السؤال الثالث كيف أستطيع التأكد من ان التطبيق لا يحتوي أي مشاكل برمجية ويستطيع تحمل

عدد كبير من المستخدمين

بإختصار يا إخوان مشكلتي هي في تخوفي من عدم ضمان ملكيتي للتطبيق عن طريق

العقد الإلكتروني و أن يقوم المبرمج ببيع التطبيق لغيري وينتشر التطبيق المماثل على المتجر

مما قد يتسبب في حذف تطبيقي من المتجر اذا لم اكن قادرا على اثبات ملكيتي للتطبيق بشكل قانوني

و المشكلة الثانية أريد الطريقة الأمثل لأسيطر على كل تفاصيل التطبيق وما أقصده هنا انه في حال

رغبتي ان اعمل على تطوير التطبيق عن طريق شركة أخرى ان لا أحتاج للعودة للشركة التي برمجة التطبيق

ماهي المعلومات التي يجب ان اطلبها من المبرمج لضمان ذلك

العمل على اب وورك سيكون على مراحل دفعه مقدمة ومن ثم دفعة لـلتصاميم

ومن ثم لوحة التحكم و الويب سيرفس ومن ثم تطبيق الاندرويد

ويليه تطبيق الـ ios

وطبعا بعد نهاية كل مرحلة ادفع جزء من المال لإستلام العمل أي أني أستطيع معاينة كل مرحلة

بعد نهايتها و قبل الإنتقال للمرحلة التالية وهذا قد يضمن جودة التطبيق إذا كان لدي القدرة

على فحص التطبيق

ما ذكرته في الاعلى للأسف يعطلني عن البدء في العمل و أريد نصيحتكم ماذا أفعل

جزاكم الله كل خير

هذه شروط الشركة في العقد الإلكتروني :

1.4 Statement of Work. If Client and Synapseindia have agreed to a written statement of work, written project plan, or other written communication to specify in more detail the Project scope, required features or functionality, deliverables, milestones, development methods, resources, communications, training, acceptance, change control, payment, or other terms, such written (“SOW”) is incorporated in and made a part of this Agreement. The SOW is be appended to this Agreement as an Annexure. The Milestone dates are indicative and shall be freezed once the Statement of Work is finalized after the Discovery & Design phase. As the creative designing (if applicable) is a subjective milestone, the number of iterations shall define the timeline for the same. After 5 (five) iterations, the Client shall provide online inputs to the designer, at a mutually convenient time, on screen sharing basis, to expedite the completion of Design phase. If there is any change in scope agreed by the Parties post the Discovery, the timeline and amount shall be altered with mutual consent.

1. ENGAGEMENT AND PERFORMANCE OF SERVICES.
   

2.1 Project Work. Client hereby engages Synapseindia to deliver the Project to Client, and Client will pay Synapseindia for the Project, in accordance with the terms and conditions of this Agreement and the Terms of Service. As used in this Agreement, the

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“Project” means any and all work project developed by Synapseindia as required to complete the Project and delivered to the Client in the performance of the Project, as specified in the Business Terms, the SOW, and this Agreement.

2.4 Change Control. “Synapseindia” will provide “Client” project management with comprehensive status reporting on a regular basis. These reports will indicate the work activities performed, progress against project milestones, as well as any expenses incurred in the furtherance of this work to date. Material deviations from the baseline scope and budget documented herein will be mutually reviewed and agreed by Synapseindia and Client. The following provides the process to be followed for any such material change to the SOW:

2.2 Performance. Synapseindia will perform the services necessary to complete the Project in accordance with the procedures described on the Site, in a timely and professional manner, consistent with industry standards, at a location, place and time that Synapseindia deems appropriate, and all in accordance with the Business Terms, the SOW, and this Agreement. The manner and means that Synapseindia chooses to complete the Project are in Synapseindia’s sole discretion and control. In completing the Project, Synapseindia agrees to provide its own equipment, tools, and other materials at its own expense, except for the project specific hardware / SDK & APIs, if required, to be provided by the Client,

2.3 Duration of Services. The duration of performance of services under this Agreement commences on the Effective Date and terminates on the Final Delivery Date set forth in Section 1.2 above, unless the Parties otherwise agree in writing signed by both parties.

1. A Change Request (“CR”) will be the vehicle for requesting a change to the SOW. The CR will describe the change, the rationale for the change, the impact on the implementation timeline, and the impact on the Compensation. Both Provider and Client may initiate a CR. 2. The designated Project Manager of the requesting party will review the CR and determine whether to submit the CR to the other party. 3. Both Project Managers will review the proposed CR and either approve for further investigation or reject. Provider may specify additional charges for such investigation. If the investigation is authorized, the Project Managers will sign the estimation portion of the CR, which constitutes authorization for the investigative changes. The investigation will determine the effect that the implementation of the CR will have on compensation, schedule and other terms and conditions of the Agreement. 4. A written CR must be signed by both Client and Synapseindia to authorize implementation of the CR.

2. INDEPENDENT CONTRACTOR RELATIONSHIP. Synapseindia’s relationship with Client will be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Synapseindia (a) is not the agent of Client; (b) is not authorized to make any representation, contract, or commitment on behalf of Client; (c) will not be entitled to any of the benefits that Client makes available to its employees, such as group insurance, profit- sharing or retirement benefits (and waives the right to receive any such benefits); and (d) will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Synapseindia’s performance of services and receipt of fees under this Agreement. Synapseindia agrees to accept exclusive liability for complying with all applicable state

3. COMPENSATION. Client will pay Synapseindia the fee specified for the Project in accordance with the Business Terms, any SOW, and the Terms of Service. Payment will be made by Client to Synapseindia promptly upon each acceptance of the Project Work Product. Synapseindia will be responsible for all expenses incurred in performing services under this Agreement, except and only to the extent expressly provided in this Agreement, the Business Terms, or SOW.

and federal laws, including laws governing self-employed individuals, if applicable, such as laws related to payment of taxes, social security, disability, and other contributions based on fees paid to Synapseindia under this Agreement. Client will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Synapseindia’s behalf. Synapseindia hereby agrees to indemnify Client against any and all such taxes or contributions, including penalties and interest. Synapseindia agrees to provide proof of payment of appropriate taxes on any fees paid to Synapseindia under this Agreement upon reasonable request of Client.

1. INTELLECTUAL PROPERTY RIGHTS.
   

5.1 Inventions and Intellectual Property Rights. As used in this Agreement, the term “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein. The term “Intellectual Property Rights” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any country.

5.3 Ownership and Assignment of Work Product. Synapseindia agrees that upon receipt of payment from Client, any and all Work Product will be the sole and exclusive property of Client. If Synapseindia has any rights to the Work Product that are not owned by Client upon creation or embodiment, Synapseindia hereby automatically upon receipt of payment from Client irrevocably assigns to such Client all right, title and interest worldwide in and to such Work Product. Except as set forth below, Synapseindia retains no rights to use the Work Product and agrees not to challenge the validity of Client’s ownership in the Work Product.

5.2 Background Technology. As used in this Agreement, the term “Background Technology” means all Inventions developed by Synapseindia other than in the course of providing services to Client hereunder and all Inventions acquired or licensed by

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Synapseindia that Synapseindia uses in performing services under this Agreement or incorporates into Work Product. Synapseindia hereby automatically upon receipt of payment from Client, grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple levels of sub-licensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product.

5.4 License to or Waiver of Other Rights. If Synapseindia has any right to the Work Product that cannot be assigned by Synapseindia, Synapseindia hereby automatically upon receipt of payment from Client unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Synapseindia, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sub-licensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Synapseindia has any rights to the Work Product that cannot be assigned or licensed, Synapseindia hereby automatically upon receipt of payment from Client unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect to such rights, and agrees, at Client’s request and expense, to consent to and join in any action to enforce such rights. 6. Competitive or Conflicting Projects. Synapseindia agrees, during the term of this Agreement, not to enter into a contract or accept an obligation that is inconsistent or incompatible with Synapseindia’s obligations under this Agreement. Synapseindia warrants that there is no such contract or obligation in effect as of the Effective Date. Synapseindia further agrees not to disclose to, deliver to, or induce Client to use any confidential information that belongs to anyone other than Client or Synapseindia.

1. Confidential Information. Synapseindia agrees that during the term of this Agreement and thereafter, except as expressly authorized in writing by Client, it (a) will not use or permit the use of Confidential Information (defined below) in any manner or for any purpose not expressly set forth in this Agreement; (b) will not disclose, lecture upon, publish, or permit others to disclose, lecture upon, or publish any such Confidential Information to any third party without first obtaining Client’s express written consent on a case-by-case basis; (c) will limit access to Confidential Information to Synapseindia personnel who need to know such information in connection with their work for Client; and (d) will not remove any tangible embodiment of any Confidential Information from Client’s premises without Client’s prior written consent. “Confidential Information” includes, but is not limited to, all information related to Client’s business and its actual or anticipated research and development, including without limitation (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (iii) information regarding the skills and compensation of Client’s employees, contractors, and any other service providers; (iv) the existence of any business discussions, negotiations, or agreements between Client and any third party; and (v) all such information related to any third party that is disclosed to Client or to Synapseindia during the course of Client’s business (“Third Party Information”). Notwithstanding the foregoing, it is understood that Synapseindia is free to use information that is generally known in the trade or industry, information that is not gained as a result of a breach of this Agreement, and Synapseindia’s own skill, knowledge, know-how, and experience.

2. SYNAPSEINDIA REPRESENTATIONS AND WARRANTIES. Synapseindia hereby represents and warrants that (a) the Work Product will be an original work of Synapseindia and any third parties will have executed assignment of rights prior to being allowed to participate in the development of the Work Product; (b) the Work Product will fully conform to the requirements and terms set forth on the Site and in the Project; (c) neither the Work Product nor any element thereof will infringe or misappropriate the Intellectual Property Rights of any third party; (d) neither the Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, or encumbrances; (e) Synapseindia will not grant, directly or indirectly, any rights or interest whatsoever in the Work Product to third parties; (f) Synapseindia has full right and power to enter into and perform this Agreement without the consent of any third party; (g) Synapseindia has an unqualified right to grant the license to all Background Technology as set forth in the section titled “License to Background Technology”; and (h) Synapseindia will comply with all laws and regulations applicable to Synapseindia’s obligations under this Agreement.

3. INDEMNIFICATION. Synapseindia will indemnify Client against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against Client alleging that any Work Product that Synapseindia delivers pursuant to this Agreement or the Project: (i) infringes upon any intellectual property rights or (ii) misappropriates any trade secrets, of any third party.

4. INSURANCE. Synapseindia, at its sole cost and expense, may maintain appropriate insurance in accordance with industry standards.

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1. TERMINATION.
   

11.5 Survival. The following provisions will survive termination of this Agreement: Sections titled “Intellectual Property Rights,” “Confidential Information,” “Synapseindia Representations and Warranties,” “Indemnification,” “Return of Property,” “Survival,” and “General Provisions.”

11.1 Termination with Cause. Either party has the right to terminate this Agreement immediately in the event that the other party has materially breached the Agreement and fails to cure such breach within fifteen (15) days of receipt of notice by the non- breaching party, setting forth in reasonable detail the nature of the breach. Client may also terminate this Agreement immediately in its sole discretioOKn in the event of Synapseindia’s material breach of the section titled “Intellectual Property Rights.”

11.2 Return of Property. Upon termination of the Agreement or upon Client’s request at any other time, Synapseindia will deliver to Client all of Client’s property together with all copies thereof, and any other material containing or disclosing any Work Product, Third Party Information or Confidential Information.

11.3 Compensation. Upon termination of the project for any reason with mutual consent between the Parties, at any point in time during the project, the Client shall be entitled to pay Synapseindia till the last milestone delivered by Synapseindia and approved by the Client till then. If already paid till last delivered & approved milestone, no refund claim shall be made by the Client.

11.4 Limitation of Liability. Under no circumstances shall Synapseindia, its contracted providers, officers, agents, or anyone else involved in creating, producing, or distributing Client’s Project be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Product; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to Client's records, programs or services. THE TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) TO THE OTHER SHALL NOT EXCEED THE PROJECT COST (AS DEFINED IN SECTION 1.2 IN THIS AGREEMENT).

1. MULTI-EMPLOYEE SERVICE PROVIDER. Before any Synapseindia employee or agent performs services in connection with this Agreement or has access to Confidential Information, the employee or agent and Synapseindia must have entered into a binding written agreement expressly for the benefit of Client that contains provisions substantially equivalent to the sections of this Agreement titled “Engagement and Performance of Services” and “Intellectual Property Rights.” Synapseindia agrees (a) that its employees and agents will not be entitled to or eligible for any benefits that Client may make available to its employees; (b) to limit access to the Confidential Information to employees or agents of Synapseindia who have a reasonable need to have such access in order to perform the services pursuant to this Agreement; and (c) to be solely responsible for all expenses incurred by any of its employees or agents in performing the services or otherwise performing its obligations under this Agreement, except as set forth in the Engagement. 13. NO SOLICITATION OF CONSULTANTS: The Client unconditionally agrees that client will not offer a contract or employment to any consultant of Company, either directly or through another agency. This provision shall apply not only to consultants placed with the Client, but shall also include any of Company’s consultants introduced to Client by way of resume or interview. Furthermore, the Client is prohibited from directly or indirectly contracting the services of any former company employee/ consultant or sub-contractor to whom they were introduced through the service of this contract for the term of this contract and for one year subsequent to the termination of this contract.
   

15.5 Injunctive Relief. Synapseindia acknowledges that, because its services are personal and unique and because Synapseindia will have access to Confidential Information of Client, any breach of this Agreement by Synapseindia would cause irreparable injury to Client for which monetary damages would not be an adequate remedy and, therefore, will entitle Client to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.

1. WARRANTY: Synapseindia shall provide a warranty of 6 (Six) months from the date of Final Delivery on following – i) Bug in the original code developed by Synapseindia for the Client and ii) Any feature not working according to specification approved as scope. As part of the warranty, application/website will be fixed and resubmitted/uploaded to App stores/Servers without any extra charge. Any additional support and maintenance of services, updates, versions, or new releases shall be contracted under a separate agreement between Synapseindia and the Client. Warranty applies to only the code developed by Synapseindia for the Client. Third party libraries, SDKs, Code modules are not covered under warranty as Synapseindia has little or no control over them.

2. GENERAL PROVISIONS.

15.1 Governing Law and Venue. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of India without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.

15.2 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

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15.3 No Assignment. This Agreement, and the party’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by either party without the other’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement will be binding upon assignees.

15.4 Notices. Each party must deliver all notices or other communications required or permitted under this Agreement to the other party by sending it by post / courier at the principle address of the other party.

15.6 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

15.7 Export. Synapseindia agrees not to export, directly or indirectly, any technical data acquired from Client or any products utilizing such data, to countries outside, because such export could be in violation of the country export laws or regulations.

15.8 Execution and Delivery; Binding Effect. The parties will evidence execution and delivery of this Agreement with the intention of becoming legally bound hereby, by signing the agreement and sharing with each other. Also that Phase 2 is purely subjected to the 100% satisfaction of Phase 1 completion and testing. And both are independent of each other.

15.9 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by Synapseindia and Client. The terms of this Agreement will govern all Projects and services undertaken by Synapseindia for Client. In the event of any conflict between this Agreement and the express written terms of an agreement applicable to an engagement, the express written terms of such agreement will govern, but only to the extent and with respect to the services set forth therein.

IN WITNESS WHEREOF, the parties have caused this Agreement to be approved by their duly authorized representatives and executed and delivered in accordance with the process of uploading and approval set forth in Section 13.8 above, with the intention of becoming legally bound hereby