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IT, web, Internet, software, hardware, media, multimedia, photography, tech, information, technology, computer, business, company, pre-written, legal, contract, agreement, documents, templates, boilerplate, form, outline, text, terms, recitals cdrom, cd-rom, dvd, cd Canada ROM DEVELOPMENT AGREEMENT the Agreement THIS AGREEMENT made this CurrentDay day CurrentMonth CurrentYear and between Company Developers and CustCompany Customer Recitals Developers have experience and expertise the development multimedia digital media graphic design computer programming web sites and ROM presentations Multimedia created Developers includes ROMs web sites computer programming flash animations graphics and other multimedia created licensed Developers Customer desires have Developers develop multimedia for them Developers desire develop Customer Presentation the terms and conditions set forth herein the Presentation Definitions used herein the following terms shall have the following meanings Customer shall mean CustCompany Developers shall mean Company Presentation shall mean the project according the terms and specifications set out the schedules this contract agreed and amended the parties hereto Specifications shall mean for the purpose each separate contract the specifications set out and agreed the parties and any amendments thereto attached hereto Schedule Dollars All amounts referenced herein shall mean currency Canada Material shall mean all Developer and third parties material described Schedule Schedules The following are the Schedules attached hereto and are incorporated reference into this agreement Schedule Terms and other conditions for the development the Presentation Schedule Specifications that are applicable Customer Presentation Schedule List Material owned Developer and third parties Schedule Addresses specified for the parties this Agreement Agreements consideration the mutual covenants set forth this Agreement Customer and Developers hereby agree follows Development Presentation Developers agree develop the Presentation according the terms and specifications set forth Schedule attached hereto Specifications Developers agree develop the Presentation pursuant the specifications set forth Schedule attached hereto the Specifications Delivery Presentation Developers will use reasonable diligence the development the Presentation and endeavour deliver Customer Presentation based the Specifications later than days after all required media has been received from Customer Customer acknowledges however that this delivery deadline and the other milestones listed Schedule are estimates and are not required delivery dates Ownership Rights Developers shall hold all right title and interest and the Presentation Specifically but without limitation Developer shall hold all right title and interest and all text graphics animation audio components and digital components the Presentation the Content all interfaces navigational devices menus menu structures arrangements icons help and other operational instructions and all other components any source object computer code that comprises the Presentation all literal and nonliteral expressions ideas that operate cause create direct manipulate access otherwise affect the Content and all copyrights patents trade secrets and other intellectual industrial property rights the Presentation any component characteristic thereof Customer shall not anything that may infringe upon any way undermine challenge any Developers right title and interest the Presentation described this paragraph Notwithstanding the above Customer shall retain all its intellectual property rights any text images other components owns and provides Developers for use the Presentation Compensation For all Developers services under this Agreement Customer shall compensate Developers cash pursuant the terms Schedule attached hereto the event Customer fails make any the payments referenced Schedule the deadline set forth Schedule Developers have the right but are not obligated pursue any all the following remedies terminate the Agreement remove all web sites hosting and tracking resources for Presentation avail itself any other right available law equity otherwise bring legal action keep Customer deposit and credit towards development time and costs already incurred for the Presentation The rights and remedies set out this Agreement are cumulative and the exercise any right shall not exhaust all rights preclude Developers from exercising any one more right remedy Confidentiality Customer and Developers acknowledge and agree that the Specifications and all other documents and information related the development the Presentation provided Developers the Confidential Information are confidential and constitute valuable trade secrets Developers Customer shall keep the Confidential Information confidence and shall not any time during after the term this Agreement without Developers prior written consent disclose otherwise make available anyone either directly indirectly all any part the Confidential Information Excluded from the Confidential Information definition anything that can seen the public the Presentation when each page the Presentation first accessed Limited Warranty and Limitation Damages Developers warrant the Presentation will conform the Specifications for period days from the date shipment Developers the Presentation does not materially conform the Specifications Developers shall responsible correct the Presentation without unreasonable delay Developers sole expense and without charge Customer bring the Presentation into material conformance with the Specifications This warranty shall the exclusive warranty available Customer Except expressly set out herein Customer waives any other warranty condition representation express implied Customer acknowledges that Developers not warrant that the Presentation will work all platforms Customer acknowledges that Developers are not responsible for the results obtained Customer the Presentation Customer acknowledges that Developers are not responsible for fixing problems Presentations once mass produced after Customer has tested proofed and approved their Presentation Under circumstances will Developers liable Customer for any claim for damages direct indirect incidental consequential special howsoever caused arising even such damages are reasonably foreseeable Customer agrees that its sole and exclusive remedy for damages either contract tort the return the consideration paid Developers set forth Schedule attached hereto Independent Contractor Developers are retained independent contractors Developers will fully responsible for payment their own income taxes all compensation earned under this Agreement Customer will not withhold pay any income tax pension Workers Compensation Board assessments contributions any other similar charges respect Developers personnel any other payroll taxes Developers behalf Developers understand that they will not entitled any employee benefits that Customer provides for its employees generally any statutory employment benefits including without limitation worker compensation unemployment insurance Equipment Customer agrees make available Developers for Developers use performing the services required this Agreement such items hardware and software Customer and Developers may agree are reasonably necessary for such purpose General Provisions Entire Agreement This Agreement contains the entire agreement between the parties relating the subject matter hereof and supersedes any and all prior agreements understandings written oral between the parties related the subject matter hereof modification this Agreement shall valid unless made writing and signed all the parties hereto Governing Law This Agreement shall governed and construed accordance with the laws the Province State and applicable federal laws Canada without reference its principles conflicts laws The parties hereby agree attorn the exclusive jurisdiction the courts the Province State for the commencement any action hereunder other than applications for injunctive relief Binding Effect This Agreement shall binding upon and enure the benefit Customer and Developers and their respective successors and assigns provided that Developers may not assign any their obligations under this Agreement without Customer prior written consent Waiver The waiver either party any breach failure enforce any the terms and conditions this Agreement any time shall not any way affect limit waive such party right thereafter enforce and compel strict compliance with every term and condition this Agreement Good Faith Each party represents and warrants the other that such party has acted good faith and agrees continue act the negotiation execution delivery performance and any termination this Agreement Ownership Photographs and Media Developers may use some their own photographs and other media for the Presentation Developers retain all right title and interest such photographs and other media other than hereby granting Customer non exclusive right use those photographs and media and only the Presentation Customer right use Materials will revoked the Agreement breached Right Assign Customer has right assign sell modify otherwise alter the Presentation except upon the express written advance approval Developers which consent can withheld for any reason Indemnification Customer warrants that everything provides Developers put the Presentation legally owned licensed Customer Customer agrees indemnify and hold Developers harmless from any and all claims brought any third party relating any aspect the Presentation including but without limitation any and all demands liabilities losses costs and claims including attorney fees arising out injury caused Customer products services material supplied Customer copyright infringement and defective products sold via the Presentation Use Presentation for Promotional Purposes Customer grants Developers the right use the Presentation for promotional purposes including public display inclusion Developers marketing material and programs and cross link with other marketing venues developed Developers now the future Responsibility for Theft Developers have responsibility for any third party copying reverse engineering improper use any all the Presentation Right Make Derivative Works Developers have the exclusive rights making any derivative works modifications the Presentation source code other methods practices developed and employed Developers Attorney Fees the event any party this Agreement employs attorney enforce any the terms the Agreement the prevailing party shall entitled recover its actual attorney fees and costs including expert witness fees Identification Developers Customer agrees that Developers trademarks logos and web links will placed and remain the credits page the Presentation Customer also agrees put Developers copyright notices the Presentation and the relevant content therein and maintain such proprietary notices all times Responsibility for Loss Including Hardware Software Compatibility Issues User Behaviour Developers make representations warranties whatsoever express implied statutory otherwise including without limitation fitness purpose custom usage merchantability regarding hardware software compatibility Y2K issues Operating System compatibility and any and all improper use the Presentation end user individual other third party Transfer Rights the event Developers are unable continue maintenance the Presentation non exclusive rights the object code version the Presentation will granted Customer Transfer Rights does not apply non transferable third party licenses and proprietary Material owned Developers Replication ROMs other Digital Format Customer must use Developers replicate copy any additional Presentations produced ROM other Digital Format DVD PAL Video otherwise Replication Multimedia Customer may not replicate copy any the multimedia artwork owned Developers without the express written permission Developers Cover Art Customer agrees there may differences printed and screen proofs artwork and screened artwork final mass duplicated ROMs Reverse Engineering Customer may not decompile deconstruct otherwise reverse engineer the Presentation whether whole part without Developers prior approval Final Approval final proof will provided Customer prior mass production replication and release the Presentation and identified Customer such Customer assumes full responsibility make sure that the final proof correct all capacities including but not limited grammar spelling information content artwork copyright and functionality Developers shall not held responsible for errors and omissions Project Backups Copies Source Maintenance Developers shall only responsible for maintaining backups copies other versions any source master files whether developed Developers not for period one year from the date this agreement Customer agrees hold Developers harmless from any damage loss data theft other event that may occur any photographs source code master other digital files digital media print outs documents other Customer owned material given Developers during the course this agreement Customer may arrange writing for Developers copies maintained escrow the event Developers out business cannot maintain copies source master files otherwise required Customer Expiration Services Related Project Any externally linked services provided Developers that the ROM may require including but not limited tracking features email hosting forwarding autoresponders submission forms and general web hosting will expire one year from the date this agreement External services related ROMs and Presentations created Developers are not guaranteed fully functional areas requiring access Internet services after this date and may require updated version created extra cost for updates and reduplication Developers are not liable responsible any time for any damages resulting from any third party services the ROM Presentation may use changes made externally linked services that are not provided directly Developers Developers will make every effort test any third party externally linked resources that Customer requires and will present Customer proof that all externally linked services are present and working condition prior signoff and replication Developers are not responsible for maintaining any the data features reports that third party services may provide Each party represents and warrants that the date first written above they are authorized enter into this agreement entirety and duly bind their respective principals their signature below EXECUTED the date first written above CustCompany signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Company signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Customer Initials Developers Initials
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CD-ROM Development Contract (Canada)
