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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 ROM DEVELOPMENT 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 the Customer Presentation the terms and conditions set forth herein the Presentation 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 Exhibit attached hereto Specifications Developers agree develop the Presentation pursuant the specifications set forth Exhibit attached hereto the Specifications Delivery Presentation Developers will use reasonable diligence the development the Presentation and endeavor deliver Customer Presentation 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 Exhibit 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 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 transmits Developers for use the Presentation Compensation For all Developers services under this Agreement Customer shall compensate Developers cash pursuant the terms Exhibit attached hereto the event Customer fails make any the payments referenced Exhibit the deadline set forth Exhibit 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 bring legal action keep Customer deposit and credit towards development time and costs already incurred for the Presentation Confidentiality Customer and Developers acknowledge and agree that the Specifications and all other documents and information related the development the Presentation the Confidential Information will 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 conform the Specifications Developers shall responsible correct the Presentation without unreasonable delay Developers sole expense and without charge Customer bring the Presentation into conformance with the Specifications This warranty shall the exclusive warranty available the Customer Customer waives any other warranty 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 the 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 Customer waives any claim for damages direct indirect and agrees that its sole and exclusive remedy for damages either contract tort the return the consideration paid Developers set forth Exhibit 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 social security tax any other payroll taxes Developers behalf Developers understand that they will not entitled any fringe 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 State State Exclusive jurisdiction and venue shall the County County State Superior Court Binding Effect This Agreement shall binding upon and inure the benefit Customer and Developers and their respective successors and assigns provided that Developers may not assign any his 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 maintain ownership the photographs and other media and only grant Customer non exclusive right use those photographs and media and only the Customer Presentation 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 Right Remove Presentation Services the event Customer fails make any the payments set forth Exhibit within the time prescribed Exhibit Developers have the right demand payment full disable any tracking hosting other services provided the Customer Developers whether covered under this agreement not until such time that the account paid full Indemnification Customer warrants that everything gives 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 the Presentation source code other methods practices developed and employed the 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 logos and web links will placed the credits page the Presentation Customer also agrees put Developers copyright notices the Presentation and the relevant content therein Responsibility for Loss Including Platform Compatibility Issues User Behavior Developers make representations warranties whatsoever regarding Hardware Software platform 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 ROM other Digital Format Customer must use Developer replicate any additional Presentations produced ROM other Digital Format DVD PAL Video otherwise Replication Multimedia Customer may not replicate any the multimedia artwork owned Developer without the express written permission Developer 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 the Developers prior approval Final Approval final proof will provided Customer prior mass production replication and release any Digital Media and identified the 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 the Developers not for period one year from the date this agreement Customer agrees hold the 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 developer copies maintained escrow the event developer goes out business cannot maintain copies source master files otherwise required the 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 general web hosting expire one year from the date this agreement External services related ROMs and Presentations created the 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 the Customer requires and will present the 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 Developer Initials
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