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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 United Kingdom, UK, England, Briton, English ROM DEVELOPMENT AGREEMENT THIS AGREEMENT made this CurrentDay day CurrentMonth CurrentYear Commencement Date between Company Address1 City State PostalCode Country Developer and CustCompany Client and collectively referred the Parties WITNESS Whereas Developer the business offering Internet services relating development multimedia Digital media graphic design computer programming web sites and Rom presentations and willing provide services Client the terms and subject the conditions set forth below and Whereas Client desires engage Developer and Developer desires engaged Client provide Rom presentation services the terms and subject the conditions set forth below Now therefore the Parties hereby agree follows Developer Services 1CD Rom Rom means such Rom DVD PAL video and any other media format which the parties elect apply this Agreement Services Developer agrees provide Client with services for development Rom presentation Presentation set forth described Schedule hereto the Presentation Services and provide Client with additional services any set forth described Schedule hereto and mutually agreed upon writing the Parties the Additional Services The Presentation Services and the Additional Services are hereinafter referred collectively the Services Client agrees that Developer responsible only for providing the Services and Developer not responsible for providing any services performing any tasks not specifically set forth Schedule Schedule hereto Presentation Development and Transfer Specifications and Client Content Developer consultation with Client shall prepare detailed written specifications for the Presentation the Specifications The Specifications shall consist among other things design for the Presentation flow chart the pages for the Presentation programming and interactive feature requirements and the placement any content other materials which are incorporated into the Presentation The Specifications shall subject any restrictions limitations set forth Schedule Schedule The Specifications which have been mutually agreed upon the Parties writing shall attached hereto Schedule and Schedule the Parties are unable agree writing mutually acceptable Specifications after using good faith efforts before days after the Commencement Date either party may terminate this Agreement providing written notice the other party Such termination shall not relieve Client from the obligation paying Developer for all fees due and owing Developer the date such termination Delivery Client Content Client Content shall mean any materials provided Client for incorporation the Presentation including but not limited any images photographs illustrations graphics audio clips video clips text Client shall deliver the Client Content Developer electronic file format specified and accessible Developer txt gif otherwise specified the Specifications Any services required convert input Client Content not set forth the Specifications shall charged Additional Services Client shall promptly deliver all Client Content Developer required Developer Initial Version Upon Specifications being mutually agreed and upon Developer receipt the Client Content and any fees called for Schedule hereto Developer shall commence tasks associated with the development the initial version the Presentation Initial Version and notify the Client the URL Uniform Resource Locator any other address the Initial Version Client fails upon request the deadline set forth any Schedule make the payment any fees set forth Schedule Developer may written notice terminate this Agreement immediately keep Client deposit any and apply towards any losses incurred the Developer discontinue all any Services rendered the Developer under this any other Agreement that point time including disabling any tracking hosting other services and removing web site resources any Developer shall use combinations technology Developer consultation with the Client deems appropriate develop the Presentation Revisions Client shall have days such time otherwise agreed the Parties writing from the date written notice completion the Initial Version from Developer review and request writing from Developer revisions the Initial Version Upon receipt such requests Developer shall use commercially reasonable efforts implement such revision requests that are within the scope and consistent with the Specifications Client wishes implement any revisions the Presentation that deviate any material respect from the Specifications Client shall submit Developer written change order containing such revisions detail and request for price quote for each change collectively the Change Order Developer shall promptly evaluate the Change Order and submit Client for its written acceptance proposal for undertaking the applicable tasks and price quote reflecting all associated fees associated with Client Change Order Client shall have business days from receipt such proposal accept reject Developer proposal writing Client accepts Developer proposal undertake the work necessitated the Change Order then the Change Order supplemented and modified Developer proposal shall amend and become part the Specifications Schedule and Schedule appropriate and Schedule hereto Fee and Payment Schedule and Developer shall proceed implement such revisions accordance with the Specifications and Schedule and Schedule modified Client has not made any requests for revisions the end days from the date written notice completion the Initial Version from Developer such time otherwise agreed the Parties writing within business days from receipt the Developer proposal contemplated clause then the Developer proposal shall deemed accepted Client Acceptance Final Approval final proof will provided Client prior mass production replication and release the Rom and identified the Client such Client assumes full responsibility make sure that the final proof correct all capacities including but not limited grammar spelling information content artwork copyright and functionality Developer shall not held responsible for errors omissions Replication Upon Acceptance the Presentation Developer proposal the case requires and payment all fees called for Schedule hereto Developer shall commence replication the Presentation and endeavour deliver the Client operational Presentation later than days after acceptance Client must use Developer replicate any additional Presentations produced Roms and may not replicate the Presentation through any other medium Client may not replicate any the multimedia artwork owned the Developer without the prior written permission Developer Client agrees that there may differences between printed artwork and screen proofs artwork and artwork appearing final mass duplicated Roms replicated under clause hereof Reverse Engineering Client may not decompile deconstruct otherwise reverse engineer the Presentation whether whole part without the Developer prior approval Project Backups Copies Source Maintenance Developer shall only responsible for maintaining backups copies other versions any source master files whether developed the Developer not for period one year from the date this Agreement Client agrees hold the Developer 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 Client Content given Developer during the course this Agreement Client may arrange writing for Developer have copies maintained escrow the event Developer goes out business cannot maintain copies source master files otherwise required the Client Work Order Forms Subsequent the execution this Agreement the Parties the event that Developer and Client agree that Developer perform additional tasks not the original scope Services hereunder then the Parties shall execute work order form each Order Form the form attached hereto Schedule which time its terms shall incorporated into and shall become part this Agreement and shall subject the terms and conditions hereof Proprietary Rights Proprietary Rights Client between Client and Developer Client Content shall remain the sole and exclusive property Client including without limitation all copyrights trademarks patents trade secrets and any other proprietary rights Nothing this Agreement shall construed grant Developer any ownership right license the Client Content except provided Clause this Agreement Proprietary Rights Developer Subject Client ownership interest Client Content all materials including but not limited any computer software object code and source code form script programming code data information HTML script developed provided created Developer its suppliers under this Agreement with the exception original elements audiovisual displays created hereunder specifically for Client which shall deemed part Client Content and any trade secrets know how methodologies and processes related Developer products services shall remain the sole and exclusive property Developer its suppliers including without limitation all copyrights trademarks patents database rights trade secrets and any other proprietary rights inherent therein and appurtenant thereto collectively Developer Materials the extent any that ownership the Developer Materials does not automatically vest Developer virtue this Agreement otherwise Client hereby transfers and assigns Developer all rights title and interest which Client may have and the Developer Materials Client acknowledges and agrees that Developer the business designing and developing Presentations and that Developer shall have the right provide third parties services which are the same similar the Services provided hereunder and use otherwise exploit any Developer Materials providing such services Confidentiality Each party agrees that during the course this Agreement information that confidential proprietary may disclosed the other party including but not limited software technical processes and formulas source codes product designs sales cost and other unpublished financial information product and business plans advertising revenues usage rates advertising relationships projections and marketing data Confidential Information Confidential Information shall not include information that the receiving party can demonstrate the time its disclosure thereafter becomes part the public domain through source other than the receiving party was known the receiving party the time its disclosure independently developed the receiving party subsequently learned from third party not under confidentiality obligation the providing party Except provided for this Agreement each party shall not make any disclosure the Confidential Information anyone other than its employees who have need know connection with this Agreement Each party shall notify its employees their confidentiality obligations with respect the Confidential Information and shall require its employees comply with these obligations The confidentiality obligations each party and its employees shall survive the expiration termination this Agreement Developer Notices Unless otherwise agreed writing the Parties Developer shall have the right place proprietary notices and logos Developer and its suppliers the Developer Materials and the Presentation including developer attribution Developer Presentations event may Client remove alter any Developer proprietary notice from the Developer Materials the Presentation without Developer prior written consent Licence Grant Licence Client Client hereby grants Developer non exclusive worldwide royalty free licence edit modify adapt translate schedule publish transmit participate the transfer reproduce create derivative works from distribute perform display and otherwise use Client Content necessary render the Services Client under this Agreement Grant Licence Developer Developer hereby grants Client limited non exclusive worldwide non transferable royalty free licence solely make use such the Developer Materials which are incorporated the Presentation and which are required for the operation the Presentation This licence does not include any source code forming part the Developer Material Developer hereby reserves for itself all rights and the Developer Materials not expressly granted Client the immediately foregoing sentence event shall Client use any trademarks service marks Developer without Developer prior written consent Client Content Accuracy and Review Client Content Client assumes sole responsibility for the accuracy materials provided Developer including without limitation Client Content descriptive claims warranties guarantees nature business and address where business conducted and ensuring that the Client Content does not infringe violate any right any third party including without limitation intellectual property rights and does not violate any law Limitations Client Content Client shall provide Client Content that does not contain any content materials which are obscene threatening malicious which infringe violate any applicable law regulation any proprietary contract moral privacy other third party right which otherwise expose Developer civil criminal liability Any such materials provided Client Developer which not satisfy the foregoing requirements this clause shall deemed material breach this Agreement Fees and Taxes Presentation Services Fees consideration for that portion the Services rendered Developer connection with developing and finalizing the Specifications Client shall pay Developer upon execution this Agreement the fees identified Schedule hereto under the heading Specification Fees the Specification Fees unless otherwise agreed and set out Schedule Upon Acceptance the Specifications Client Developer and Client shall negotiate good faith agree fees paid Client for the balance the Services Such agreed upon fees and associated payment schedules shall then inserted Schedule hereto under the heading Non Specification Fees the Non Specification Fees and initialed and dated authorized representatives each the Parties Client shall pay the Non Specification Fees accordance with the applicable payment schedule set forth Schedule hereto the event Developer and Client are unable agree Non Specification Fees following completion the Specifications and after negotiating good faith either Party may terminate this Agreement upon days prior written notice the other Party Out Pocket Expenses Client shall pay promptly reimburse Developer for any out pocket expenses including without limitation travel and travel related expenses incurred Developer connection with the performance the Services Additional Services Fees Unless otherwise agreed the Parties writing Schedule hereto Client shall pay Developer all fees for Additional Services time and materials basis invoiced Developer Late Payment Client shall pay Developer all fees not specifically itemised Schedule within days the date the applicable Developer invoice Client fails pay any fees within days from the date due according Schedule within days from the date invoice where applicable then without prejudice Developer other rights and remedies Developer reserves the right charge interest such sum day day basis well after before any judgment from the date last date for payment thereof the date actual payment both dates inclusive the rate above the base rate Royal Bank Scotland plc such other London Clearing Bank Developer may nominate from time time force compounded quarterly Such interest shall paid demand Developer addition failure Client fully pay any fees within days after the applicable due date shall deemed material breach this Agreement justifying suspension the performance the Services Developer and will sufficient cause for immediate termination this Agreement Developer Any such suspension does not relieve Client from paying past due fees plus interest Client shall liable for any costs associated with such fee recovery including but not limited legal costs court costs and collection agency fees Taxes Client shall pay reimburse Developer for all sales use transfer privilege excise value added tax and all other taxes and all duties whether international national state local however designated which are levied imposed reason the performance Developer under this Agreement excluding however income taxes profits which may levied against Developer Warranties Developer Warranties Developer represents and warrants that Developer has the power and authority enter into and perform its obligations under this Agreement Developer Services under this Agreement shall performed with reasonable skill and care the best Developer knowledge the Developer Materials not and will not infringe misappropriations the property rights third parties provided however that Developer shall not deemed have breached such warranty the extent that Client its agent have modified the Presentation any manner the Presentation incorporates unauthorized third party materials through framing otherwise the Presentation will conform the Specifications subject the qualifications this agreement the Presentation does not conform the Specifications Developer shall responsible correct the Presentation without unreasonable delay Developer sole expense and without charge Client bring the Presentation into conformance with the Specifications Client waives its right rely any other warranty express implied Client acknowledges that Developer not responsible for the results obtained the Client from the Presentation Except for Client Content Developer warrants that everything Developer delivers Client the Presentation and the tools used create the Presentation are legally owned licensed the Developer Despite clause Developer not responsible for fixing problems the Presentation once Acceptance has occurred and replication has commenced Any costs incurred Developer addressing such problems and application costs requested Client such circumstances are the Client responsibility Client Warranties Client represents and warrants that Client has the power and authority enter into and perform its obligations under this Agreement Client Content does not and shall not contain any content materials advertising services that are inaccurate that infringe violate any applicable law regulation right third party including without limitation export laws any proprietary contract moral privacy right any other third party right and that Client owns the Client Content otherwise has the right place the Client Content the Presentation and Client has obtained any authorizations necessary for hypertext links from the Presentation other third party presentations Disclaimer Warranty Except for the limited warranties set forth Clause Developer the extent permitted the law makes warranties hereunder and Developer the extent permitted law expressly disclaims all other warranties express implied including without limitation warranties merchantability and fitness for particular purpose All Developer warranties expire days after the services which they relate have been delivered Expiration Services Related Project Any externally linked services provided Developer that the Rom may require including but not limited tracking features email hosting forwarding autoresponders submission forms expire days from the date this Agreement External services related Roms and Presentations which are created the Developer are not represented fully functional areas requiring access Internet services after days from the date this Agreement and may require updated version created extra cost which may include the cost reduplication The Developer not liable 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 Developer Developer will make every effort test any third party externally linked resources that the Client requires and will validate the Client that all externally linked services are present and working condition prior signoff and replication Developer not responsible for maintaining any the data features reports that third party services may provide Indemnification Client Client agrees indemnify defend and hold harmless Developer its directors officers employees and agents and defend any action brought against same with respect any claim demand cause action debt liability including reasonable legal fees the extent that such action based upon claim that true would constitute breach any Client representations warranties agreements hereunder arises out the negligence wilful misconduct Client any the Client Content provided Client hereunder other material the Presentation infringes violates any rights third parties including without limitation rights publicity rights privacy patents copyrights trademarks database rights trade secrets and licences This indemnity survives the termination expiration this Agreement the extent permitted law Client liability will not exceed the amount actually paid Client the Developer under this Agreement Notice claiming any indemnification hereunder the Developer shall promptly provide the Client with written notice any claim which the Developer believes falls within the scope the foregoing paragraph Client may its own expense assist the defense chooses provided that the Developer shall control such defense and all negotiations relative the settlement any such claim and further provided that any settlement intended bind the Developer shall not final without the Developer written consent which shall not unreasonably withheld Injury Property Person Indemnity Limitation Liabilities Subject the terms this Agreement the Developer shall indemnify the Client and keep the Client fully and effectively indemnified against any loss damage any property injury the death any person caused any negligent act omission wilful misconduct the Developer its employees agents sub contractors The Client shall indemnify the Developer and keep the Developer fully and effectively indemnified against any loss damage any property injury death any person caused any negligent act omission wilful misconduct the Client its employees agents sub contractors Subject the provisions clause Developer makes representations warranties whatsoever regarding hardware software compatibility Y2K issues operating system compatibility and any and all improper use the Presentation end user individual other third party Notwithstanding anything else contained this Agreement the Developer shall not liable the Client for loss profits contracts other indirect consequential loss whether arising from negligence breach contract otherwise The Developer shall not liable the Client for any loss arising out any failure the Client keep full and date security copies the Presentation computer programs and data uses accordance with best computing practice Neither will the Developer liable for any delay delivery the Presentation the Client howsoever such delay may caused The provisions this clause survive the termination expiration this Agreement Termination Term This Agreement shall commence when signed the Parties and thereafter shall remain effect until the Developer delivers the Client operational Presentation accordance with the Specifications and milestones any set out Schedule and Schedule Client acknowledges however that any delivery deadline and the other payment milestones listed Schedule and Schedule are estimates and are not required delivery dates relation these dates time shall not the essence and the Client must make required payments set out Schedule any event Termination This Agreement may terminated forthwith either party giving notice writing the other the other party shall have receiver liquidator administrator appointed shall pass resolution for winding otherwise than for the purpose bona fide scheme solvent amalgamation reconstruction court competent jurisdiction shall make order that effect the other party shall become subject administration shall enter into any voluntary arrangement with its creditors shall cease threaten cease carry business the case individual shall adjudicated bankrupt Any termination under sub clause shall discharge the parties from any liability for further performance this Agreement and the case termination the Developer shall entitle the Developer enter any the Client premises and recover any equipment and materials the property the Developer and that end the Client hereby irrevocably licenses the Developer its employees and agents enter any such premises for that purpose and also paid reasonable sum for any work carried out prior such termination and the case termination the Client shall entitle the Client repaid forthwith any sums previously paid under this Agreement whether paid way deposit otherwise and recover from the Developer the amount any direct loss damage sustained incurred the Client consequence such termination Any termination this Agreement howsoever occasioned shall not affect any accrued rights liabilities either party nor shall affect the coming into force the continuance force any provision hereof which expressly implication intended come into continue force after such termination Designated Contact Each party shall designate one person who will act the primary liaison for all communications regarding the Services rendered Developer hereunder Waiver Remedies forbearance delay indulgence either party enforcing the provisions this Agreement shall prejudice restrict the rights that party nor shall any waiver its rights operate waiver any subsequent breach and right power remedy herein conferred upon reserved for either party exclusive any other right power remedy available that party and each such right power remedy shall cumulative Entire Agreement This Agreement supersedes all prior agreements arrangements and understandings between the parties and constitutes the entire agreement between the parties relating the subject matter hereof addition modification any provision this Agreement shall binding upon the parties unless made written instrument signed duly authorised representative each the parties Assignment Save expressly provided this Agreement neither party shall assign otherwise transfer this Agreement any its rights and obligations hereunder whether whole part without the prior written consent the other Notices All notices which are required given hereunder shall writing and shall sent the address the recipient set out this Agreement such other address the recipient may designate notice given accordance with the provisions this Clause Any such notice may delivered personally first class pre paid letter facsimile transmission and shall deemed have been served hand when delivered post hours after posting and facsimile transmission when despatched Interpretation this Agreement Words importing the singular include the plural words importing any gender include every gender and words importing persons include bodies corporate and unincorporate and each case vice versa Any reference party this Agreement includes reference his successors title and permitted assigns The headings the Clauses are for ease reference only and shall not affect the interpretation construction this Agreement Law This Agreement shall governed and construed accordance with the laws England Disputes Any dispute which may arise between the parties concerning this Agreement shall determined the English Courts and the parties hereby submit the exclusive jurisdiction the English Courts for such purpose Severability Notwithstanding that the whole any part any provision this Agreement may prove illegal unenforceable the other provisions this Agreement and the remainder the provision question shall remain full force and effect Independent Contractors Developer and its personnel performance this Agreement are acting independent contractors and not employees agents Client Amendments amendment change waiver discharge hereof shall valid unless writing and signed the party against which such amendment change waiver discharge sought enforced Client Identification Developer may use the name and identify Client Developer client advertising publicity similar materials distributed displayed prospective clients Developer Force Majeure Except for the payment fees Client the performance any part this Agreement either party prevented hindered delayed otherwise made impracticable reason any flood fire judicial governmental action labour disputes act God any other causes beyond the control either party that party shall excused from such the extent that prevented hindered delayed such causes Privacy Parties agree that all issues concerning Privacy Act compliance are for Client and Developer gives warranty undertaking that the Presentation complies with operates accordance with the requirements that legislation and Regulations thereunder review for Privacy Act purposes can obtained Developer for additional fee but will not the subject any warranty Developer its accuracy WITNESS WHEREOF the Parties have caused this Agreement executed their duly authorized representatives 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 Client Initials Developer Initials
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