-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL OR FINANCIAL ADVICE IMPORTANT: CodeCraft Solutions Pvt Ltd does NOT guarantee that the Deliverables will be completely free of all bugs or errors after delivery. The Developer's obligation is to deliver software meeting the agreed Acceptance Criteria and to fix defects during the warranty period. This document is a structured preparation draft only. Copyright Act 1957 India ownership and assignment of custom software as a literary work, open source license obligations for any third-party libraries used in the Deliverables, Digital Personal Data Protection Act 2023 India compliance for processing QuickDeliver Logistics Pvt Ltd's customer delivery data, GST registration and invoicing obligations under the CGST Act 2017 on software development service fees, income tax treatment of development project income under the Income Tax Act 1961, and limitation of liability enforceability under the Indian Contract Act 1872 must all be confirmed with a qualified Indian attorney and tax advisor before this agreement is signed. -------------------------------------------------- SOFTWARE DEVELOPMENT CONTRACT — DRAFT FOR ATTORNEY REVIEW Document Ref: SDC-2026-001 Date of Preparation: June 1 2026 DEVELOPER: CodeCraft Solutions Pvt Ltd Mumbai Maharashtra India Email: [developer email] CLIENT: QuickDeliver Logistics Pvt Ltd Mumbai Maharashtra India Email: [client email] 1. RECITALS 1.1 CodeCraft Solutions Pvt Ltd is a full- stack web and mobile development agency based in Mumbai Maharashtra India with expertise in building custom logistics, operations management, and delivery tracking platforms. 1.2 QuickDeliver Logistics Pvt Ltd is a last-mile delivery startup based in Mumbai India seeking a custom delivery management platform including a web operations dashboard, a driver mobile app, and a customer tracking portal. 1.3 Both parties confirm their mutual intent to document this software development engagement on the terms of this agreement. 2. DEFINITIONS 2.1 Developer: CodeCraft Solutions Pvt Ltd. 2.2 Client: QuickDeliver Logistics Pvt Ltd. 2.3 Project: The custom delivery management platform as described in Section 4. 2.4 Deliverables: The specific outputs due at each Milestone as described in Section 5. 2.5 Milestones: The five delivery stages as described in Section 5. 2.6 Acceptance Criteria: The functional requirements in Section 4 that each Deliverable must satisfy for formal acceptance. 2.7 Change Request: A formal written request by QuickDeliver Logistics Pvt Ltd to modify the agreed project scope as described in Section 7. 2.8 Defect: Any failure of a Deliverable to meet the agreed Acceptance Criteria. 2.9 Warranty Period: The 3-month period after formal acceptance of the final Deliverable as described in Section 10. 2.10 Background IP: All pre-existing code libraries, frameworks, tools, and methodologies owned by CodeCraft Solutions Pvt Ltd before this Project. 2.11 Foreground IP: All custom code, software, designs, and databases created specifically for this Project. 2.12 Source Code: The complete human- readable code of the custom-built software. 2.13 Confidential Information: All QuickDeliver Logistics Pvt Ltd business data, technical specifications, and business logic shared with CodeCraft Solutions Pvt Ltd. 2.14 Governing Law: Laws of Maharashtra India. 2.15 Effective Date: The date both parties sign this agreement. 3. PROJECT SCOPE AND REQUIREMENTS 3.1 CodeCraft Solutions Pvt Ltd will design and develop the following custom delivery management platform for QuickDeliver Logistics Pvt Ltd: 1. Web-based operations dashboard accessible by the QuickDeliver Logistics Pvt Ltd operations team covering order management, driver assignment, and delivery status monitoring. 2. Driver mobile application for Android and iOS covering job acceptance, real-time GPS location sharing, proof of delivery capture, and status updates. 3. Customer order tracking portal allowing end customers to track their delivery in real time via a web link. 4. Real-time GPS tracking of drivers integrated with the operations dashboard and customer portal. 5. Route optimization module providing suggested delivery routes to drivers. 6. Automated SMS notification system sending delivery status updates to customers at agreed trigger points. 7. Admin reporting module covering daily delivery summaries, driver performance, and operational analytics. 3.2 Any feature or functionality not explicitly listed in Section 3.1 is outside scope and requires a formal Change Request under Section 7. 3.3 Note: The functional scope of this Project must be fully documented and agreed in a separate requirements specification document before development commences to reduce scope creep risk. 4. MILESTONE SCHEDULE AND DELIVERY 4.1 The Project will be delivered in the following five Milestones: Milestone 1 — Month 1: Deliverable: Completed UI UX designs for all modules and confirmed technical architecture documentation. Target Date: End of Month 1. Milestone 2 — Month 2: Deliverable: Completed and tested backend API and database schema covering all platform functions. Target Date: End of Month 2. Milestone 3 — Month 3: Deliverable: Completed and testable web operations dashboard and admin reporting module. Target Date: End of Month 3. Milestone 4 — Month 4: Deliverable: Completed and testable driver mobile application for Android and iOS with GPS integration. Target Date: End of Month 4. Milestone 5 — Month 5: Deliverable: Completed customer tracking portal, SMS notification integration, full platform integration testing completed, and deployment to production environment. Target Date: End of Month 5. 4.2 If any Milestone delivery will be delayed CodeCraft Solutions Pvt Ltd must notify QuickDeliver Logistics Pvt Ltd in writing at least 7 days before the target date with a revised delivery date and reason for delay. Delays caused by the Client's failure to provide timely feedback will extend the timeline accordingly. 5. ACCEPTANCE TESTING PROCESS 5.1 Following submission of each Milestone Deliverable QuickDeliver Logistics Pvt Ltd has 10 business days to test and evaluate the Deliverable against the agreed Acceptance Criteria. 5.2 QuickDeliver Logistics Pvt Ltd must during this period provide either: 1. Written formal acceptance confirming the Deliverable meets the Acceptance Criteria. 2. Written rejection accompanied by a specific list of defects referencing the agreed Acceptance Criteria. 5.3 If QuickDeliver Logistics Pvt Ltd does not provide written acceptance or rejection within 10 business days of Deliverable submission the Deliverable is deemed accepted. 5.4 On receipt of a valid rejection CodeCraft Solutions Pvt Ltd will remedy the listed defects and resubmit the Deliverable. The acceptance testing period restarts for 5 business days following resubmission. 5.5 Note: Acceptance testing obligations and deemed acceptance provisions must comply with the Consumer Protection Act 2019 India. A qualified attorney must confirm. 6. CHANGE REQUEST PROCESS 6.1 Any change to the agreed project scope, requirements, or timeline requested by QuickDeliver Logistics Pvt Ltd must be submitted as a written Change Request via email. 6.2 CodeCraft Solutions Pvt Ltd will assess each Change Request and provide a written impact assessment within 5 business days covering estimated additional cost, timeline impact, and scope change description. 6.3 No change will be implemented until both parties have confirmed agreement in writing. Agreed changes will be invoiced separately at INR 3,500 per hour or as a fixed price agreed at the time of Change Request approval. 6.4 Development work outside the agreed scope that was not processed through the Change Request process is not the Developer's responsibility to deliver under this agreement. 7. INTELLECTUAL PROPERTY OWNERSHIP 7.1 All Foreground IP including custom code, software architecture, database designs, UI designs, and all project- specific work product created by CodeCraft Solutions Pvt Ltd for QuickDeliver Logistics Pvt Ltd under this agreement will transfer to QuickDeliver Logistics Pvt Ltd as the Client's property on full payment of all outstanding fees under the Copyright Act 1957 India. 7.2 CodeCraft Solutions Pvt Ltd retains all Background IP including pre-existing code libraries, frameworks, development tools, and proprietary technical methodologies used to build the Project. 7.3 QuickDeliver Logistics Pvt Ltd receives a perpetual non-exclusive license to use CodeCraft Solutions Pvt Ltd's Background IP embedded in the Deliverables solely for QuickDeliver Logistics Pvt Ltd's own business operations. 7.4 Neither party may sub-license the other's IP to any third party without prior written consent. 7.5 Note: Custom software IP assignment under the Copyright Act 1957 India and the timing of IP transfer on full payment must be confirmed with a qualified Indian IP attorney. 8. SOURCE CODE DELIVERY 8.1 On full payment of all outstanding project fees and formal acceptance of the Milestone 5 final Deliverable CodeCraft Solutions Pvt Ltd will deliver to QuickDeliver Logistics Pvt Ltd the complete Source Code of the custom- built platform via private GitHub repository transfer or a compressed archive as agreed at project completion. 8.2 The Source Code delivery will include all deployment documentation, database schema, environment configuration files, and setup instructions required to deploy, operate, and maintain the platform. 9. POST-DELIVERY WARRANTY 9.1 CodeCraft Solutions Pvt Ltd provides a 3-month warranty from the date of formal acceptance of the Milestone 5 final Deliverable. 9.2 During the warranty period CodeCraft Solutions Pvt Ltd will fix Defects that cause the platform to fail to meet the agreed Acceptance Criteria at no additional charge. 9.3 The warranty does not cover: 1. Defects caused by QuickDeliver Logistics Pvt Ltd's own modifications to the Source Code. 2. Defects caused by QuickDeliver Logistics Pvt Ltd's use of the platform outside the agreed specification. 3. New feature requests or functionality enhancements. 4. Issues arising from third-party API changes outside CodeCraft Solutions Pvt Ltd's control. 10. DEFECT CLASSIFICATION AND FIX OBLIGATIONS 10.1 Defect classification and warranty fix timeframes: CRITICAL: Complete loss of core platform functionality preventing QuickDeliver Logistics Pvt Ltd from operating deliveries. Target Fix: 24 hours from confirmed report. MAJOR: Significant impairment of a core feature such as GPS tracking failure or SMS notification failure. Target Fix: 3 business days from confirmed report. MINOR: Cosmetic issue or non-critical UI defect not affecting core operations. Target Fix: 10 business days from confirmed report. 10.2 QuickDeliver Logistics Pvt Ltd must report each Defect in writing via email with a description, steps to reproduce, screenshots where applicable, and the device or browser affected. 11. CLIENT RESPONSIBILITIES 11.1 QuickDeliver Logistics Pvt Ltd agrees to: 1. Provide complete and accurate project requirements before development commences. 2. Designate a primary project contact who can provide decisions and approvals. 3. Respond to CodeCraft Solutions Pvt Ltd's queries within 3 business days. 4. Provide written acceptance or rejection of each Deliverable within the 10 business day acceptance period. 5. Provide API credentials, server access, and third-party system access required for development within 5 business days of request. 6. Pay all milestone invoices on the agreed schedule. 11.2 CodeCraft Solutions Pvt Ltd is not liable for delays caused by QuickDeliver Logistics Pvt Ltd's failure to meet these obligations. Timeline extensions arising from Client delays will be agreed in writing. 12. DEVELOPER OBLIGATIONS 12.1 CodeCraft Solutions Pvt Ltd agrees to: 1. Perform all development with reasonable professional skill and care. 2. Maintain version control using Git throughout the project. 3. Conduct internal testing before submitting each Deliverable. 4. Communicate project progress weekly via email or project management platform. 5. Keep all QuickDeliver Logistics Pvt Ltd Confidential Information strictly secure. 13. THIRD PARTY COMPONENTS 13.1 CodeCraft Solutions Pvt Ltd will disclose to QuickDeliver Logistics Pvt Ltd in writing at each Milestone all third-party software components, open source libraries, and licensed tools used in the Deliverables. 13.2 QuickDeliver Logistics Pvt Ltd is responsible for complying with the license terms of all third-party components disclosed by CodeCraft Solutions Pvt Ltd. 13.3 Note: Open source license obligations such as GPL MIT or Apache licenses and their implications for the Deliverables must be confirmed with a qualified Indian attorney. 14. CONFIDENTIALITY 14.1 CodeCraft Solutions Pvt Ltd will keep all QuickDeliver Logistics Pvt Ltd's business information, technical specifications, business logic, delivery data, and project details strictly confidential during the project and for 3 years after completion or termination. 14.2 CodeCraft Solutions Pvt Ltd will not disclose the existence or details of this Project to any third party without QuickDeliver Logistics Pvt Ltd's prior written consent. 14.3 QuickDeliver Logistics Pvt Ltd will keep CodeCraft Solutions Pvt Ltd's technical methodologies, pricing, and proprietary approaches confidential. 15. DATA PROTECTION AND PRIVACY 15.1 To the extent CodeCraft Solutions Pvt Ltd accesses QuickDeliver Logistics Pvt Ltd's customer delivery data or personal data of drivers during development and testing CodeCraft Solutions Pvt Ltd will handle such data only in accordance with the Digital Personal Data Protection Act 2023 India and QuickDeliver Logistics Pvt Ltd's written instructions. 15.2 QuickDeliver Logistics Pvt Ltd is the data principal for its customer and driver data. CodeCraft Solutions Pvt Ltd acts as a data fiduciary and processor only to the extent required for development and testing. 15.3 Note: DPDP Act 2023 India compliance for software development projects involving customer personal delivery data and applicable data minimization requirements during development testing must be confirmed with a qualified Indian attorney. 16. NO GUARANTEE DISCLAIMER 16.1 CodeCraft Solutions Pvt Ltd does not guarantee that the Deliverables will be completely free of all bugs, errors, or defects following delivery and acceptance. All software involves inherent technical complexity. 16.2 CodeCraft Solutions Pvt Ltd's obligation is to deliver software that meets the agreed Acceptance Criteria and to fix Defects reported during the 3-month Warranty Period as described in Section 9. 17. FEES AND PAYMENT 17.1 The total project fee is INR 18,00,000 payable in milestone installments: Milestone 1 acceptance: INR 2,00,000 Milestone 2 acceptance: INR 4,00,000 Milestone 3 acceptance: INR 4,00,000 Milestone 4 acceptance: INR 4,00,000 Milestone 5 acceptance: INR 4,00,000 17.2 Each installment is payable within 10 business days of written acceptance of the corresponding Milestone by NEFT to CodeCraft Solutions Pvt Ltd's nominated bank account. 17.3 CodeCraft Solutions Pvt Ltd will issue a GST-compliant tax invoice on written acceptance of each Milestone. 17.4 If payment is not received within 15 days of invoice date interest accrues at 18 percent per annum. 17.5 Note: GST registration obligations under the CGST Act 2017 on software development service fees, income tax treatment of project income under the Income Tax Act 1961, and TDS deduction obligations on professional and technical service fees must be confirmed with a qualified Indian tax advisor. 18. LIMITATION OF LIABILITY 18.1 CodeCraft Solutions Pvt Ltd's total liability to QuickDeliver Logistics Pvt Ltd for any claim arising from this agreement is limited to the total project fees paid by QuickDeliver Logistics Pvt Ltd under this agreement. 18.2 CodeCraft Solutions Pvt Ltd is not liable for any indirect, consequential, lost data, lost revenue, or business interruption claims. 18.3 Note: Limitation of liability clauses must comply with the Consumer Protection Act 2019 India and the Indian Contract Act 1872 and may not be enforceable in all circumstances. A qualified attorney must confirm before signing. 19. TERM AND COMPLETION 19.1 The expected project completion date is 5 months from the Effective Date. 19.2 Project completion occurs on formal written acceptance of the Milestone 5 final Deliverable and delivery of Source Code to QuickDeliver Logistics Pvt Ltd. 20. TERMINATION 20.1 Either party may terminate for convenience with 30 days written notice. 20.2 Either party may terminate for material breach with 14 days written notice and a 14-day cure period. 20.3 On termination: 1. QuickDeliver Logistics Pvt Ltd must pay for all work completed and formally accepted to the termination date. 2. CodeCraft Solutions Pvt Ltd will deliver all work-in-progress code and documentation for completed Milestones within 7 days. 3. IP for all fully paid and formally accepted Milestones transfers to QuickDeliver Logistics Pvt Ltd on full payment. 21. GOVERNING LAW AND DISPUTES 21.1 Laws of Maharashtra India and the Copyright Act 1957 govern this agreement. 21.2 Disputes proceed through direct negotiation then binding arbitration in Mumbai. SIGNATURE BLOCK: Note: Both parties must have this agreement reviewed by a qualified Indian attorney and tax advisor before signing. Copyright Act 1957 custom software IP ownership and assignment, open source license obligations, DPDP Act 2023 data compliance during development, Consumer Protection Act 2019 acceptance testing and warranty compliance, GST invoicing obligations, income tax and TDS on development fees, and limitation of liability enforceability must all be confirmed before development commences. CodeCraft Solutions Pvt Ltd (Developer) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ QuickDeliver Logistics Pvt Ltd (Client) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ -------------------------------------------------- This Software Development Contract draft was generated by an AI drafting tool as a structured preparation and documentation aid only. It does not constitute legal or financial advice. Software does NOT come with a guarantee of being error-free. Always have this document reviewed by a qualified attorney before either party signs. --------------------------------------------------