Development Contract

THIS AGREEMENT is made effective as of DATE

BETWEEN:

TresPies Design Studio ("Developer")
Representation: Cruz Romero Morales
Address: [Your Address]
Email: [Your Email]

AND:

The Flower Shoppe ("Client")
Representation: Erik Rasmussen and Matt
Address: [Client Address]
Email: [Client Email]

WHEREAS, the Client desires to engage the Developer to provide web development services for "The Flower Shoppe" website;
WHEREAS, the Developer is willing to provide such services on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

The Developer shall provide web development services for "The Flower Shoppe" website, as detailed in the "Deliverables: The Flower Shoppe Website Development" document (hereinafter referred to as the "Project Plan"), incorporated herein by reference. The services will be delivered in the phases outlined in the Project Plan, starting with a Pre-release phase and progressing through development cycles.

The specific features and deliverables for each phase are detailed in the Project Plan. Any work requested by the Client outside the scope of the agreed-upon Project Plan will be considered a "Change Request" and will require a separate written agreement and may incur additional charges.

The Client agrees to compensate the Developer for the services rendered based on the phase-based pricing outlined in the Project Plan.

* Original Estimated Project Cost: A detailed breakdown of the original estimated cost for each feature is available in the Project Timeline. The original total estimate for the project was $24,640.
* Good Faith Discount: A 30% discount has been applied across the entire project as a gesture of goodwill and to foster a strong partnership.
* Total Discounted Project Cost: The final, discounted cost for the entire scope of work as outlined is $17,250.
* This total is subject to change based on any approved change requests, unforeseen complexities, or client-induced delays that require work outside the documented scope.

Payments shall be made in installments tied to the completion of project phases, as outlined in the Project Summary table and detailed below. The project is estimated to span approximately four months.

* Phase 1 Completion (Buzz & Gallery): $1,400 (Due upon completion of Phase 1)
* Phase 2 Completion (Core E-commerce Build): $3,500 (Due upon completion of Phase 2)
* Phase 3 Completion (Full E-commerce & Payments): $3,500 (Due upon completion of Phase 3)
* Phase 4 & 5 Completion (Scaling & Final Handoff): $8,850 (Due upon final project sign-off)

All invoices are due within 15 days of receipt. Late payments may incur a late fee of 5% per month.

The Client agrees to:
* Provide all necessary content (text, images, logos, product data) in a timely manner as specified in the Project Plan. Delays in content provision may impact the project timeline and cost.
* Provide timely feedback and approvals as per the agreed-upon communication protocol.
* Provide necessary access to third-party services (e.g., Firebase project access, payment gateway API keys) when required and in a secure manner.
* Acknowledge and accept warnings regarding potential third-party costs (e.g., Firebase scaling, mapping APIs, payment gateway fees) as detailed in the Project Plan. These costs are separate from the Developer's fees.

The Developer agrees to:
* Perform services in a professional and workmanlike manner, adhering to the code quality standards outlined in the Project Plan.
* Communicate transparently and regularly on project progress, challenges, and proposed solutions.
* Adhere to the agreed-upon project timeline to the best of its ability, providing prompt notification of any foreseen delays.
* Maintain confidentiality of all client information and project details.

Upon full payment of all fees due under this Agreement, the Client shall own all intellectual property rights in the final website code and design specifically developed for the Client under this Agreement. The Developer retains rights to any pre-existing tools, libraries, or generic code snippets used in the development that are not unique to the Client's project.

This Agreement shall commence on the Effective Date and shall continue for a period of four (4) months, or until the completion of all services outlined in the Project Plan, whichever is later, unless earlier terminated as provided herein. Either party may terminate this Agreement with 14 days' written notice if the other party breaches a material term of this Agreement and fails to cure such breach within the notice period. In the event of early termination, the Client agrees to pay for all services rendered up to the date of termination.

Both parties agree to keep all confidential information exchanged during the course of this project private and not to disclose it to any third party, except as required by law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of laws principles.

This Addendum is incorporated into and made a part of the Agreement between TresPies Design Studio ("Developer") and The Flower Shoppe ("Client") for the development of "The Flower Shoppe" website.

WHEREAS, the Client intends for "The Flower Shoppe" website to facilitate the sale and distribution of products that may be classified as cannabis-related;
WHEREAS, the legal landscape surrounding cannabis and cannabis-related products is complex, evolving, and subject to varying federal, state, and local regulations;
WHEREAS, the Developer is a web development service provider and not a legal or regulatory compliance expert;

NOW, THEREFORE, the parties agree to the following terms regarding legal compliance:

A.1. Client's Sole Responsibility for Legal Compliance:
The Client acknowledges and agrees that it is solely and exclusively responsible for ensuring that "The Flower Shoppe" website, its operations, products, marketing, and all related business activities comply with all applicable federal, state, and local laws, statutes, ordinances, rules, and regulations.

A.2. Developer's Limited Role:
The Developer's role is strictly limited to providing web design, development, and technical integration services as outlined in the Project Plan. The Developer does not provide legal advice.

A.3. Client's Obligation to Seek Legal Counsel:
The Client affirms that it has sought, or will seek, independent legal counsel from an attorney specializing in cannabis law.

A.4. Payment Processing and Third-Party Integrations:
The Client is solely responsible for securing a legally compliant payment gateway.

A.5. Indemnification:
The Client agrees to indemnify, defend and hold harmless the Developer from and against any and all claims, liabilities, damages, and losses arising out of or related to the Client's non-compliance with any applicable laws or regulations.

A.6. Severability:
If any provision of this Addendum is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

Developer:

__________________________
Developer: TresPies Design Studio (Cruz Romero Morales)

Client:

__________________________
Client: The Flower Shoppe (Erik Rasmussen, Matt)