SOFTWARE DEVELOPMENT AGREEMENT

This Software Development Agreement ("Agreement") is entered into as of October 6, 2026 ("Effective Date"), by and between TechCorp Solutions, Inc. ("Client") and DevStudio LLC ("Developer").

1. SCOPE OF WORK

Developer agrees to design, develop, and deliver a custom web application as specified in Exhibit A ("Deliverables"). The work shall be completed in accordance with the timeline set forth in Exhibit B.

2. COMPENSATION

Client shall pay Developer a total fee of $85,000 USD for the Deliverables, payable according to the following milestone schedule:

(a) $25,500 upon execution of this Agreement
(b) $25,500 upon completion of Phase 1
(c) $25,500 upon completion of Phase 2
(d) $8,500 upon final delivery and acceptance

3. INTELLECTUAL PROPERTY RIGHTS

Upon receipt of full payment, all intellectual property rights in the Deliverables shall transfer to Client. Developer retains rights to any pre-existing materials or tools used in development.

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4. CONFIDENTIALITY

Both parties agree to maintain the confidentiality of all proprietary information disclosed during the term of this Agreement. This obligation shall survive termination of this Agreement for a period of five (5) years.

5. WARRANTIES

Developer warrants that:

(a) The Deliverables will be developed in a professional and workmanlike manner
(b) The Deliverables will conform to the specifications in Exhibit A
(c) Developer has the right to enter into this Agreement
(d) The Deliverables will not infringe upon any third-party intellectual property rights

6. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. THE TOTAL LIABILITY OF DEVELOPER SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT.

7. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until all Deliverables have been completed and accepted, unless earlier terminated as provided herein. Either party may terminate this Agreement upon thirty (30) days written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.

8. GENERAL PROVISIONS

8.1 Governing Law. This Agreement shall be governed by the laws of the State of California.

8.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

8.3 Amendment. This Agreement may only be amended in writing signed by both parties.

8.4 Assignment. Neither party may assign this Agreement without the prior written consent of the other party.