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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 development, design, programming Company APPLICATION DEVELOPMENT AGREEMENT OPEN SOURCE THIS AGREEMENT made this CurrentDay day CurrentMonth CurrentYear and between CustCompany hereafter referred Customer and Company hereafter referred Company The purpose this Application Development Agreement set forth contract arrangement under which Company will provide Application Development Services Web Site Development Database Development and other assorted Programming Services Customer Recitals Company has experience and expertise the development software applications Customer desires have Company develop software application for Company desires develop Customer software application the terms and conditions set forth herein the Software Project Agreements consideration the mutual covenants set forth this Agreement Customer and Company hereby agree follows Development Software Project Customer agrees compensate Company according the terms listed Exhibit attached hereto Specifications Company agrees develop the Software Project pursuant the specifications set forth Exhibit attached hereto the Specifications Delivery Software Project Company will use reasonable diligence the development the Software Project and endeavor deliver Customer operational Software Project files soon possible Customer acknowledges however that this delivery deadline and the other payment milestones listed Exhibit are estimates and are not required delivery dates Company will make every effort advise Customer any delays advance and seek Customer feedback regard the proposed timeline the Development process progresses Ownership Rights Customer shall hold all rights title and interest the Software Project and the Software Project design and content whole excepting all pre existing works rightfully owned Company third party copyright holders Customer shall hold all rights title and interest all text graphics animation audio components and digital components the Software Project Company shall hold all rights title and interest all pre existing works 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 Software Project all pre existing literal and non literal expressions ideas Company Style that operate cause create direct manipulate access otherwise affect the Software Project and all other pre existing proprietary copyrights patents trade secrets and other intellectual industrial property rights the Software Project any component characteristic thereof Customer shall not anything that may infringe upon any way undermine Company rights title and interest the Software Project described this paragraph Notwithstanding the above Customer shall retain all its intellectual property rights any text images other components owns and delivers Company for use the Software Project addition the physical presence the site itself Customer shall provided with copy all source code source files and graphic files part this Agreement and there shall not any additional royalty license other payment required Customer Company for the intended use the Software Project Web Hosting Services Provided Company may its discretion host portions the Software Project its own cost facilitate development and testing the Software Project Software Project Development Services Provided Company will provide development services according the Specifications attached Exhibit Proprietary Information Proprietary information exchanged hereunder shall treated such both Company and Customer This information shall include but not limited the provisions this agreement and both parties product services information and pricing Customer further agrees not decompose disassemble decode reverse engineer any Company owned program code technology delivered Customer any portion thereof Interference Company will exercise control whatsoever over the content the information passing through any part the Software Project Warranty That Software Project Shall Work According the Specifications Company warrants that the Software Project will conform the Specifications and upon written notification defect other non conformation the specification Company will work bring the Software Project into conformance with the specification its own cost and timely manner possible Company not responsible for defects caused changes issues resulting from third party tools applications does not have direct control over including but not limited web browsers operating systems plug ins extensions software programs applets newly discovered vulnerabilities scripts other items Warranty for Outcome Use the Software Project Company makes warranties representations any kind whether expressed implied for the suitability the outcome from the use the service providing Company also disclaims any warranty merchantability fitness for any particular purpose and will not responsible for any damages that may suffered Customer including loss data resulting from delays non deliveries service interruptions any cause errors omissions Use any information results obtained Customer own risk and Company specifically denies any responsibility for the accuracy quality information obtained through its services Any connection speed application execution speed for end users not guaranteed Company specifically denies any responsibilities for any damages arising consequence any unavailability Warranty for Use Open Source Software and Solutions Company makes warranties representations any kind whether expressed implied for the suitability any the Open Source applications solutions components source code whether part whole installed otherwise utilized the delivery the Software Project Company not responsible for the maintenance use such now the future including all upgrades patches and incompatibilities with software and third party applications any other problem disruption arising out the use Open Source Intellectual Property Customer warrants that has the right use any applicable trademarks copyrighted material used connection with this service Company warrants that has the right use any applicable trademarks service marks other copyrighted material used Company the development and implementation the Software Project which have not been provided Company Open Source Disclaimer Customer acknowledges that the solutions being provided Company are Open Source and Customer being granted Worldwide non exclusive license under the General Public License GPL deploy modify otherwise use the Open Source Code their business enterprise Change Ownership the event that Customer Company contemplates whole partial sale its business ownership change change jurisdiction during the course this Agreement parties shall notify one another mail facsimile email less than days prior the effective date the event Termination Customer may terminate this Agreement its sole discretion upon one more the following events failure the part Company comply with any provisions the Agreement upon receipt written notice from Customer said failure appointment Receiver upon the filing any application Company seeking relief from creditors upon mutual agreement writing Customer and Company Disputes legal proceedings are commenced resolve dispute arising out relating this agreement the prevailing party shall entitled recover all costs legal fees and expert witness fees well any costs legal fees connection with any appeals Indemnification Customer shall indemnify and hold Company harmless from and against any and all claims judgments awards costs expenses damages and liabilities including reasonable attorney fees whatsoever kind and nature that may asserted granted imposed against Company directly indirectly arising from connection with Customer marketing support services the product services the unauthorized representation the product and services any breach this agreement Customer Customer warrants that everything gives Company incorporate into the Software Project legally owned licensed Customer Customer agrees indemnify and hold Company harmless from any and all claims brought any third party relating any aspect the Software Project 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 Software Project Use Software Project for Promotional Purposes Customer grants Company the right reference the Software Project for promotional purposes and cross link with other marketing efforts developed Company Company may not any time disclose grant access Customer Software Project private information resources any other non public asset used for the purposes promotion marketing Responsibility for Theft Company has responsibility for any third party taking stealing hacking altering otherwise modifying all any part the Software Project Source Code Object Code Graphics Text data any other materials related the Software Project Right Make Derivative Works Company has exclusive rights making any derivative works pre existing open source code related graphics and animations Customer acknowledges that similarities may exist between other Software Projects developed Company for Customer and any such similarities both past and future constitute Company artistic style and proprietary information Identification Company Customer agrees that Company links will placed the bottom the front page and internal pages the Software Project mutually agreeable small type font Customer also agrees put Company copyright notices any source code where pre existing proprietary information present Source code copyrights shall not public unless user views the source code directly Customer agrees display all legally required copyright notices prescribed applicable law General any provision this Agreement held unenforceable the enforceability the remaining provisions shall way affected impaired thereby failure any party exercise delay exercising right power conferred upon this Agreement shall not operate waiver any such right power 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 Force Majeure Company will not responsible for fulfilling its obligations under this Agreement such failure caused circumstances beyond the reasonable control Company its suppliers contractors including but not limited acts God disasters acts terrorism unavailability materials equipment failures strikes riots wars other labor disturbances 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 Company Initials
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