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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 COMPUTER SOFTWARE 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 Computer Software Software Customer desires have Developers develop Software for them Developers desire develop Customer Software the terms and conditions set forth Exhibit attached hereto the Specifications Definitions Deliverables shall mean the Software provided object and source format set forth the Specifications and subject Developers Proprietary Rights documentation other materials required delivered Developers Customer set forth the Specifications Critical Deliverables shall mean Deliverables that have Milestone date outlined the Specifications that must transmitted Customer before specific date Source Code shall mean the readable forms together with make and build files Beta shall mean any and all Deliverables provided Customer prior the Launch Date Final shall mean any and all Deliverables provided Customer that are accordance with the Specifications and accepted Customer completion particular Deliverable Launch Date shall mean the date that the Product first available for use the public Software shall mean the computer software program described the Specifications that developed Developers including all Enhancements made under this Agreement Product shall mean software for computer end user Schedule shall mean the schedule for completion the Deliverables set forth the Specifications Delivery shall mean transmitted Developers Customers electronically and accordance with security measures agreed upon both parties accordance with the Specifications Services shall mean any training customization enhancement other labor performed Developers required the Specifications Error shall mean malfunctions defect within the Software Deliverable that prevents from conforming the Specifications Internet shall mean any system for distributing digital electronic information end users via transmission broadcast any other form delivery whether direct indirect known subsequently developed Specifications shall mean the specifications for the Product and Services detailed and attached this Agreement Exhibit that includes detailed specifications and instructions for all required Deliverables features and functionality and complete production schedule for each Deliverable and Milestone Term shall mean the period time commencing the Effective Date this Agreement and continuing indefinitely until this Agreement terminated User Interface shall mean all navigational devices menus menu structures arrangements icons visual mechanisms metaphors help and other operational instructions and all other components any source object computer code that comprises the Software Web shall mean the World Wide Web containing pages written hypertext markup language HTML and any similar successor technology Web Page shall mean document that may viewed its entirety the Web Web Site shall mean collection inter related Web pages documents accessible through Web page browser interface any other similar successor technology Developer Proprietary Material shall mean all intellectual property rights any text images other components and materials owned Developers which Developers have the legal right use that are delivered Customer including but not limited software related documentation source code scripts object code logos graphics tag lines Customer Proprietary Material shall mean all intellectual property rights any text images other components and materials owned Customer which Customer has the legal right use that are delivered Developers including but not limited software related documentation Customer marketing material logos graphics tag lines Developer Code shall mean all Developer Proprietary Material software Source Code existing the date this Agreement that incorporated into the Source Code the Product The license terms for Developer Code will stated the Specifications Documentation shall mean all user guides reference integration installation implementation manuals that describe detail the operation the Software that normally provided Developer part its deliveries its customers Development Activities shall mean any activities undertaken Developer the development the Software and Documentation satisfying the Specifications pursuant this Agreement Enhancements shall mean error corrections bug fixes modifications and updates not included the Specifications with respect the Software Milestone shall mean each development Deliverable reached Developers and agreed upon writing between Developers and Customer Milestone Payment shall mean payment obligation related the achievement and acceptance particular Milestone Acceptance shall mean completion Deliverable that conforms the Specifications and mutually agreed upon writing both Developers and Customer Agreements consideration the mutual covenants set forth this Agreement Customer and Developers hereby agree follows Development Software Developers agree installation management documentation and development the Software and Software based operations according the compensation terms listed Exhibit attached hereto Specifications Developers agree develop the Software pursuant the Specifications set forth Exhibit attached hereto the Specifications Delivery Dates and Milestones Developers will use reasonable diligence the development the Software and endeavor deliver Customer operational Software later than DeliveryDate Customer acknowledges however that this delivery deadline and the other payment milestones listed Exhibit are estimates and are not required delivery dates unless otherwise noted the Specifications Deliverables defined Critical Deliverables shall outlined Exhibit and shall contain the delivery date and terms delivery the Critical Deliverable Developers will retaining the Source Code for the Software and providing Customer with the output formats only The output used only within the scope the Software outlined Exhibit and does not include the following replication duplication otherwise copying the Software any form not authorized Developers creating new Software based the code its functions other Proprietary Rights outlined Paragraph sale distribution the code any form any relinquishment copyright Developers any way Ownership Rights Except for Customer Proprietary Material defined below contained the Software Developers shall hold all right title and interest and the Software Specifically but without limitation Developer shall hold all right title and interest and all text graphics animation audio components and digital components the Software 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 Software 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 Software any component characteristic thereof Customer shall not anything that may infringe upon any way undermine Developers right title and interest the Software described this Paragraph Notwithstanding the above Customer shall retain and Developer shall have Proprietary Rights whatsoever all Customer intellectual property rights any and all text images other components and materials owned Customer which Customer has the legal right use that are delivered Developers including but not limited software related documentation Customer marketing material logos and tag lines Customer Proprietary Material Developers agree that shall not use Customer Proprietary Material for any other purpose than those expressly set forth this Agreement Software Development Software Development and Services described here are provided for Linux Windows Macintosh Sun Solaris UNIX systems only unless otherwise specified Unless otherwise agreed upon Developers and Customer any modifications required the Software code other component related its operation that are result third party changes resources required the Software shall considered ADDITIONAL and will fall outside the Specifications Third party modifications may include but are not limited patches fixes security flaws errors updates upgrades any other changes third party operating systems plug ins any required resources not created Developers Specific Enhancements Developers and Customer acknowledge that some time during the Term this Agreement that enhancements the Software may proposed either Developer Customer which fall outside the scope the Specifications Upon such proposal Developers shall confer good faith with Customer concerning the feasibility developing such enhancements and the time frame for developing testing and incorporating such enhancements Developers and Customer shall mutually agree writing whether Developers shall pursue the development such enhancements and which party will fund such development The Specifications will amended include such enhancements Backups and Redundancies for Development Developers will maintain off site storage all stages the Source Code and other backup media related this Agreement ensure Software integrity and protection and will responsible for setting daily procedure for backing all data Developers agree update all backups code daily basis unless otherwise agreed upon the Specifications Backups will maintained for one year from the acceptance date the project Acceptance The terms and conditions contained this Section will apply the initial release the Software well subsequent release upgrades enhancements any other version thereof Customer shall evaluate any beta final version each Deliverable and shall submit acceptance rejection Developers within Days days after Customer receipt agreed upon transmission each Deliverable Testing and Quality Assurance Developers agree thoroughly test the Software Product including without limitation each and every release version and enhancement thereof appropriate under the circumstances all appropriate stages development and shall document its testing written test documents delivered Customer Developers will submit its test plans Customer ensure that Customer standards quality are maintained and Developers agree subsequently modify the test plans accommodate Customer requests Customer reasonably deems necessary Quality Assurance test documentation shall include detailed descriptions the tests conducted their results and any outstanding unresolved issues Developers will not deploy the Product Software any enhancement thereof unless Customer and Developers agree upon such action writing Adherence Schedule Developers fail transmission any Critical Deliverable within the dates specified the Schedule fail meet Milestone defined the Specifications then Breach Agreement Breach shall considered have occurred Customer may amend the Schedule include correction period suspend the Schedule until the problem corrected the sole expense Developers subject Customer reasonable satisfaction terminate this Agreement Delivery all Deliverables not defined the Specifications Critical Deliverables shall considered estimates and delivery shall not subject Breach Developers shall not held responsible for any delays due milestones missed Customer delays due Customer Deliverables delays due transmission equipment failure strikes riots disasters other natural occurrences Support Services Developers will available respond Customer questions about Software and Software problems Developers will staff help desk with combination phone and email support services from Monday through Friday TimeZone Developers will responsible for maintaining ongoing log support requests actions taken and track user support requests completion 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 equipment owned Developers whether leased Customer Developers not and any Developers Personnel Staff from Customer location bring legal action Customer may suspend development the Software and responsible for any schedule changes required and additional financial impact Confidentiality Customer and Developers acknowledge and agree that the Specifications and all other documents and information related the development the Software 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 Limited Warranty and Limitation Damages Developers warrant that the Software will conform the Specifications the Software does not conform the Specifications Developers shall responsible correct the Software without unreasonable delay Developers sole expense and without charge Customer bring the Software into conformance with the Specifications This warranty shall the exclusive warranty available Customer Customer waives any other warranty express implied Customer acknowledges that Developers not warrant that the Software will work all platforms Customer acknowledges that Developers will not responsible for the results productivity any other measurable metric not specified Exhibit obtained Customer the Software 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 Developers will monitor the reliability and stability the Software for period days ensure that performs accordance with the Specifications modifications are required any time Developers will confer good faith with Customer concerning the appropriateness any modifications and mutually agree whether not make such modifications provided however that such agreement will not deemed relieve Developers from its obligations ensure that the Product continues conform the Specifications and compensation estimates specified Exhibit Independent Contractor Developers shall 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 both 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 enure the benefit Customer and Developers and their respective successors and assigns providing 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 Right Assign Customer has right assign sell modify otherwise alter the Software except upon the express written advance approval Developers whose consent can withheld for any reason Right Interrupt Services Labor Removal Software Resources the event Customer fails make any the payments set forth Exhibit within the time prescribed Exhibit Developers have the right remove the Software until payment full paid plus accrued late charges per month Indemnification Developers warrant that the Software will conform the Specifications such other Specifications are agreed writing Developers for period days from the date completion the Software the Software does not conform the Specifications Customer sole remedy Developers shall responsible correct the Software without unreasonable delay Developers sole expense and without charge Customer bring the Software into conformance with the Specifications set forth Exhibit This warranty shall the exclusive warranty available Customer Customer waives any other warranty express implied Customer acknowledges that Developers are not responsible for the results obtained Customer the Software Customer acknowledges that Developers are not responsible for fixing problems errors omissions the Software once Customer has tested proofed and approved the Software and either written approval has been given Developers the Software has been mass produced transmitted the Public Domain any way 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 action regardless form arising out any claimed Breach this Agreement transactions under this Agreement may brought either party more than one year after the cause action has occurred Responsibility for Theft Developers will have responsibility for any third party disrupting intruding otherwise copying files reverse engineering part whole all any part the Software any time Right Make Derivative Works Developers will have the exclusive rights making any derivative works from any its work practices coding programming other work the Software that related its pre existing Developers Code outlined the Specifications 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 identification may annotated within the code the authors Customer also agrees put Developers copyright notices the Software and the relevant content therein Responsibility for Loss Developers are not responsible for any down time lost files lost productivity improper use any other loss that may occur the operation the Software Transfer Rights the event Developers are unable continue maintenance and support the Software non exclusive rights the Software will granted Customer This transfer shall not include the transfer third party Software tools used Developers the creation maintenance the Software any part thereof 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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