Legal Contract Templates CD-ROM Development Contract (US)

How do you write a CD-ROM Development Contract (US) document?

CD ROM DEVELOPMENT AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Developers and company name Customer Recitals A. Developers have experience and expertise in the development of multimedia. Digital media graphic design computer programming web sites and CD ROM presentations. B. Multimedia created by Developers includes. CD ROMs web sites computer programming flash animations graphics and other multimedia created or licensed by Developers. C. Customer desires to have Developers develop multimedia for them. D. Developers desire to develop the Customers Presentation on the terms and conditions set forth herein the Presentation Agreements

In consideration of the mutual covenants set forth in this Agreement Customer and Developers hereby agree as follows. 1. Development of Presentation. Developers agree to develop the Presentation according to the terms and specifications set forth on Exhibit attached hereto. 2. Specifications. Developers agree to develop the Presentation pursuant to the specifications set forth in Exhibit attached hereto the Specifications 3. Delivery of Presentation. Developers will use reasonable diligence in the development of the Presentation and endeavor to deliver to Customer Presentation no later than days after all required media has been received from Customer. Customer acknowledges however that this delivery deadline and the other payment milestones listed in Exhibit are estimates and are not required delivery dates. 4. Ownership Rights. Developers shall hold all right title and interest in and to the Presentation. Specifically but without limitation Developer shall hold all right title and interest in and to all text graphics animation audio components and digital components of the Presentation the Content all interfaces navigational devices menus menu structures or arrangements icons help and other operational instructions and all other components of any source or object computer code that comprises the Presentation all literal and nonliteral expressions of ideas that operate cause create direct manipulate access or otherwise affect the Content and all copyrights patents trade secrets and other intellectual or industrial property rights in the Presentation or any component or characteristic thereof. Customer shall not do anything that may infringe upon or in any way undermine Developers right title and interest in the Presentation as described in this Paragraph 4. Notwithstanding the above Customer shall retain all of its intellectual property rights in any text images or other components it owns and transmits to Developers for use in the Presentation.

5. Compensation. For all of Developers services under this Agreement Customer shall compensate Developers in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Developers have the right but are not obligated to pursue any or all of the following remedies. terminate the Agreement remove all web sites hosting and tracking resources for Presentation bring legal action. keep Customers deposit and credit it towards development time and costs already incurred for the Presentation. 6. Confidentiality. Customer and Developers acknowledge and agree that the Specifications and all other documents and information related to the development of the Presentation the Confidential Information will constitute valuable trade secrets of Developers. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Developers prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public on the Presentation when each page of the Presentation is first accessed. 7. Limited Warranty and Limitation on Damages. Developers warrant the Presentation will conform to the Specifications for period of days from the date of shipment by Developers. If the Presentation does not conform to the Specifications Developers shall be responsible to correct the Presentation without unreasonable delay at Developers sole expense and without charge to Customer to bring the Presentation into conformance with the Specifications. This warranty shall be the exclusive warranty available to the Customer. Customer waives any other warranty express or implied. Customer acknowledges that Developers do not warrant that the Presentation will work on all platforms. Customer acknowledges that Developers are not responsible for the results obtained by the Customer on the Presentation. Customer acknowledges that developers are not responsible for fixing problems on Presentations once mass produced after Customer has tested proofed and approved their Presentation. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Developers as set forth in Exhibit attached hereto.

8. Independent Contractor. Developers are retained as independent contractors. Developers will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax social security tax or any other payroll taxes on Developers behalf. Developers understand that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance. 9. Equipment. Customer agrees to make available to Developers for Developers use in performing the services required by this Agreement such items of hardware and software as Customer and Developers may agree are reasonably necessary for such purpose. 10. General Provisions. 10 Entire Agreement.

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by all of the parties hereto. 10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 10 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Developers and their respective successors and assigns provided that Developers may not assign any of his obligations under this Agreement without Customers prior written consent. 10 Waiver.

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 10 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 10 Ownership of Photographs and Media. Developers may use some of their own photographs and other media for the Presentation. Developers maintain ownership of the photographs and other media and only grant Customer non exclusive right to use those photographs and media and only on the Customers Presentation. 10 No Right to Assign. Customer has no right to assign sell modify or otherwise alter the Presentation except upon the express written advance approval of Developers which consent can be withheld for any reason. 10 Right to Remove Presentation or Services. In the event Customer fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit Developers have the right to demand payment in full disable any tracking hosting or other services provided to the Customer by Developers whether covered under this agreement or not until such time that the account is paid in full.

10 Indemnification. Customer warrants that everything it gives Developers to put on the Presentation is legally owned or licensed to Customer. Customer agrees to indemnify and hold Developers harmless from any and all claims brought by any third party relating to any aspect of the Presentation including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Customers products services material supplied by Customer copyright infringement and defective products sold via the Presentation. 10. 10 Use of Presentation for Promotional Purposes. Customer grants Developers the right to use the Presentation for promotional purposes including public display inclusion in Developers marketing material and programs and or to cross link it with other marketing venues developed by Developers now or in the future. 10. 11 No Responsibility for Theft. Developers have no responsibility for any third party copying reverse engineering or improper use of any or all of the Presentation.

10. 12 Right to Make Derivative Works. Developers have the exclusive rights in making any derivative works of the Presentation source code or other methods or practices developed and employed by the Developers. 10. 13 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. 10. 14 Identification of Developers. Customer agrees that Developers logos and web links will be placed on the credits page of the Presentation. Customer also agrees to put on Developers copyright notices on the Presentation and the relevant content therein.

10. 15 No Responsibility for Loss. Including Platform Compatibility Issues or User Behavior. Developers make no representations or warranties whatsoever regarding Hardware or Software platform compatibility Y2K issues Operating System compatibility and or any and all improper use of the Presentation by an end user individual or other third party. 10. 16 Transfer of Rights. In the event Developers are unable to continue maintenance of the Presentation non exclusive rights to the object code version of the Presentation will be granted to Customer. Transfer of Rights does not apply to non transferable third party licenses and proprietary Material owned by Developers. 10. 17 Replication of CD ROMs or other Digital Format. Customer must use Developer to replicate any additional Presentations produced on CD ROM or other Digital Format DVD PAL Video or otherwise. 10. 18 Replication of Multimedia. Customer may not replicate any of the multimedia or artwork owned by Developer without the express written permission of Developer. 10. 19 Cover Art.

Customer agrees there may be differences in printed and screen proofs of artwork and screened artwork on final mass duplicated CD ROMs. 10. 20 Reverse Engineering. Customer may not decompile deconstruct or otherwise reverse engineer the Presentation whether in whole or in part without the Developers prior approval. 10. 21 Final Approval. A final proof will be provided to Customer prior to mass production or replication and or release of any Digital Media and identified to the Customer as such. Customer assumes full responsibility to make sure that the final proof is correct in all capacities including but not limited to. grammar spelling information content artwork copyright and functionality. Developers shall not be held responsible for errors and omissions. 10. 22 Project Backups Copies or Source Maintenance.

How do you write a Contract Change Form (During Development) document? (alternate or related contract document)

company name Contract Addendum company name address address

city state or province zip or postal code Phone phone number Fax fax number DATE. current date Order contract reference number Bill To. company name address address

city state or province zip or postal code Phone phone number Fax fax number For. Invoice. Product and or Service Addendum. Contract #contract reference number Additional Services The following is request to amend the previous established and contracted relationship between company name and company name and is to act as an addendum to any existing contract or relationship established between the two parties. Authorized changes may also impact delivery dates and milestones. The undersigned party desires company name to provide the following additional goods and services. Total. Delivery Date Milestone Impact. Entire Agreement. This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Developers and their respective successors and assigns provided that Developers may not assign any of his obligations under this Agreement without Customers prior written consent. PAYMENT TERMS. Net days. 1. 5% Interest monthly on accounts past due days. ACCEPTANCE OF AGREEMENT. The above prices specifications and conditions are hereby accepted. The designer is authorized to execute the project or provide software as outlined in this Agreement. Payment will be made as proposed above. Customers signature Title Date Developers signature Title Date

How to write my Breach of Contract Notification Form document (alternate or related contract document)

GIVING NOTICE OF BREACH OF AGREEMENT DEMANDING CORRECTIVE ACTION current date company name address address city state or province zip or postal code Phone phone number Fax fax number Re. Our Agreement Dear salutation last name

The purpose of this letter is to give formal notice of your breach of our Agreement Insert the title of the contract or agreement which was breached dated start date. Specifically you are in breach of paragraph Insert Paragraph Breached here of the Agreement which provides that Insert description of what was breached Please be advised that if Insert corrective action that must be done will have no choice but to refer this matter to legal counsel for appropriate action. Thank you in advance for your immediate attention to this matter. Sincerely

first name last name job title

Writing the Exhibit F (Project Change Form) document (alternate or related contract document)

EXHIBIT F CONTRACT ADDENDUM THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer The following requirements are made and are to be included as part of the attached contract. ADDENDUM A. Project Change Request Insert Addendum A. Information Here

ADDENDUM B. Financial Impact and Schedule Impact Insert Addendum B. Information Here Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name By signator authorized signature or signer.

Job title of signator authorized signature or signer. Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer.

Date when the contact was signed Customer Initials Company Initials

How to write my Project Copyright Transfer Contract document (alternate or related contract document)

TRANSFER OF COPYRIGHT AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name hereafter referred to as Author and company name hereafter referred to as Client PART A. The purpose of this Agreement hereafter referred to as the Agreement is to act as transfer of copyright for the attached work Exhibit hereafter referred to as the Article from company name to company name effective as of the date of this agreement. Note. If article was prepared as part of the writers duties for his her employer work for hire this agreement must be signed and authorized by the employer as the Author. If the Article was prepared by U. S. Government employee as part of his her official duties please refer to Part B.

Copyright to the above work including without limitation the right to publish the work in whole or in part in any and all forms of media now or hereafter known is hereby transferred to company name for the following publication uses. Insert details of the specified usage of the content. Copyright to the listed original and unpublished article and subsequent revisions errata or abstracts submitted by the above author the Article is hereby transferred to company name for the full term thereof throughout the world subject to the following rights that the author may freely exercise and to acceptance of the Article for publication and use in company name business. company name shall have the right to register as claimant copyright to the Article in its name whether used individually or as part of another work or medium in which the Article is part of. The author shall retain the following rights so long as the author agree that all copies of the Article made under any of these following rights shall include notice of the company name copyright. 1 All proprietary rights and patent rights other than copyright and the publication rights transferred to company name.

2 The nonexclusive right after publication by company name to give permission to third parties to republish the Article or translation thereof or excerpts therefrom without obtaining permission from company name provided the company name published version is not used for this purpose and provided the Article is not to be published in another journal or web site. If the company name version is used permission from company name must be obtained. 3 The right to post their own author versions of reprints and revisions to use all or part of the Article without revision or modification including the company name published version in personal collection or other publications of the authors own works so long as the company name copyright notice is attached. 4 The right of an employer to make copies of the Article so long as it was prepared by an employee within the scope of his or her employment and only for the employers own internal use. 5 In the case of work performed under United States Government contract Publisher grants the U. S. Government royalty free permission to reproduce all or portions of the Article and to authorize others to do so for U. S. Government purposes. In the event that the Article is not accepted and published by company name this agreement becomes null and void. By signing this Agreement the author warrants that the Article is original with the author and does not infringe any copyright or violate any other right of any third parties and that the Article has not been published elsewhere and is not being considered for publication elsewhere in any form except as provided herein. If each authors signature does not appear below the signing author represent that they sign this Agreement as authorized agents for and on behalf of all the authors and that this Agreement and authorization is made on behalf of all the authors. The signing author or in the case of work made for hire the signing employer also warrant that they have the full power to enter into this Agreement and to make the grants contained herein. If any provision of this agreement is held to be unenforceable the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This agreement and any disputes arising here under shall be governed by the laws of state or province state without regard to conflicts of laws principles. failure by any party to exercise or delay in exercising right or power conferred upon it in this agreement shall not operate as waiver of any such right or power.

company name Name. Signature. Date. PART B. In the case of work that was performed under U. S. Government contract but you are not U. S. Government employee please sign the transfer form above and review Item above. The following certifies that the author of the listed Article see Exhibit are employees of the U. S. Government and the work was performed as part of their employment and that the Article is not subject to protection under U. S. Copyright. Name. Signature.

Govt. Organization. Date. Author Initials Client Initials