Legal Contract Templates How to Write the CD-ROM Development Contract (Quebec)

How do you write a CD-ROM Development Contract (Quebec) document?

CD ROM DEVELOPMENT AGREEMENT the Agreement THIS AGREEMENT is made this current day day of current month current year by and between company name Developers and company name Customer Recitals A. Developers have experience and expertise in the development of multimedia digital media graphic design computer programming web sites and CD ROM presentations. B. Multimedia created by Developers includes. CD ROMs web sites computer programming flash animations graphics and other multimedia created or licensed by Developers. C. Customer desires to have Developers develop multimedia for them. D. Developers desire to develop Customers Presentation on the terms and conditions set forth herein the Presentation

Definitions As used herein the following terms shall have the following meanings; A. Customer shall mean company name B. Developers shall mean company name C. Presentation shall mean the project according to the terms and specifications as set out in the schedules to this contract as agreed and amended by the parties hereto. D. Specifications shall mean for the purpose of each separate contract the specifications as set out and agreed to by the parties and any amendments thereto as attached hereto as Schedule B. E. Dollars All amounts referenced herein shall mean currency of Canada. F. Material shall mean all of Developers and third parties material described in Schedule C.

G. Schedules The following are the Schedules attached hereto and are incorporated by reference into this agreement. a Schedule Terms and other conditions for the development of the Presentation. b Schedule Specifications that are applicable to Customers Presentation. c Schedule List of Material owned by Developer and third parties. d Schedule Addresses specified for the parties to this Agreement.

Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Developers hereby agree as follows. 1. Development of Presentation. Developers agree to develop the Presentation according to the terms and specifications set forth in Schedule attached hereto. 2. Specifications. Developers agree to develop the Presentation pursuant to the specifications set forth in Schedule attached hereto the Specifications 3. Delivery of Presentation. Developers will use reasonable diligence in the development of the Presentation and endeavour to deliver to Customer Presentation based on the Specifications no later than days after all required media has been received from Customer. Customer acknowledges however that this delivery deadline and the other milestones listed in Schedule are estimates and are not required delivery dates.

4. Ownership Rights. Except for any exclusive rights titles interests into any and all trade marks logos intellectual properties and Confidential Information which Customer may have at any time adopted used registered or intended to use during the term of this Agreement in Canada USA or in any other country and provided by Customer Developers shall hold all right title and interest in and to the Presentation. Specifically but without limitation Developer shall hold all right title and interest in and to all text graphics animation audio components and digital components of the Presentation the Content all interfaces navigational devices menus menu structures or arrangements icons help and other operational instructions and all other components of any source or object computer code that comprises the Presentation all literal and nonliteral expressions of ideas that operate cause create direct manipulate access or otherwise affect the Content and all copyrights patents trade secrets and other intellectual or industrial property rights in the Presentation or any component or characteristic thereof. Customer shall not do anything that may infringe upon or in any way undermine or challenge any of Developers right title and interest in the Presentation as described in this paragraph 4. Notwithstanding the above Customer shall retain all of its intellectual property rights in any text images or other components it owns and provides to Developers for use in the Presentation. 5. Compensation. For all of Developers services under this Agreement Customer shall compensate Developers in cash pursuant to the terms of Schedule attached hereto. In the event Customer fails to make any of the payments referenced in Schedule by the deadline set forth in Schedule Developers have the right but are not obligated to pursue any or all of the following remedies. terminate the Agreement remove all web sites hosting and tracking resources for Presentation avail itself of any other right available at law equity or otherwise bring legal action keep Customers deposit and credit it towards development time and costs already incurred for the Presentation. The rights and remedies set out in this Agreement are cumulative and the exercise of any right shall not exhaust all rights or preclude Developers from exercising any one or more right or remedy. 6. Confidentiality. Customer and Developers acknowledge and agree that the Specifications and all other documents and information related to the development of the Presentation provided by Developers the Confidential Information are confidential and constitute valuable trade secrets of Developers. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Developers prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public on the Presentation when each page of the Presentation is first accessed. 7. Limited Warranty and Limitation on Damages. Developers warrant the Presentation will conform to the Specifications for period of days from the date of shipment by Developers. If the Presentation does not materially conform to the Specifications Developers shall be responsible to correct the Presentation without unreasonable delay at Developers sole expense and without charge to Customer to bring the Presentation into material conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Except as expressly set out herein Customer waives any other warranty condition or representation express or implied. Customer acknowledges that Developers do not warrant that the Presentation will work on all platforms. Customer acknowledges that Developers are not responsible for the results obtained by Customer on the Presentation. Customer acknowledges that Developers are not responsible for fixing problems on Presentations once mass produced after Customer has tested proofed and approved their Presentation. Under no circumstances will Developers be liable to Customer for any claim for damages direct indirect incidental consequential or special howsoever caused or arising even if such damages are reasonably foreseeable. Customer agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Developers as set forth in Schedule attached hereto.

8. Independent Contractor. Developers agree that they are retained as independent contractors and not as employees associates joint venture partners or legal representatives of Customer. It is the intention of the parties that Developers will be fully responsible for payment of all withholding taxes including but not limited to; their own provincial and federal income taxes paid under this Agreement. The parties agree that Customer will not withhold or pay any income tax Workers Compensation Board Assessments contributions or any other similar charges in respect of Developers personnel and any other payroll taxes on Developers behalf. Developers understand and agree that they will not be entitled to any employee benefits that Customer provides for its employees generally or to any statutory employment benefits including without limitation company pension plans profit sharing plans workers compensation or employment insurance. Developers agree to indemnify Customer for any and all claims made by any lawful government authority for all statutory withholding taxes and deductions not paid by Developers and claimed against Customer for monies paid pursuant to this Agreement and remitted thereto by Customer to such authority or claims against Customer from Developers partners associates and employees. 9. Equipment. Customer agrees to make available to Developers for Developers use in performing the services required by this Agreement such items of hardware and software as Customer and Developers may agree are reasonably necessary for such purpose. 10. General Provisions. 10 Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by all of the parties hereto. 10 Proper Law of Contract.

This agreement shall be governed by the Laws of the Province of Quebec and the laws of Canada applicable therein without regard to choice of law principles. The parties further agree and understand that notwithstanding any regulations rulings or conventions under any conflict of laws in any jurisdiction that regardless of where the contract is executed and entered into the parties have agreed that the laws of the province of Quebec and Canada as applicable shall govern this contract. The parties hereby agree to attorn to the exclusive jurisdiction of the courts of the Province of Quebec for the commencement of any action hereunder other than applications for injunctive relief. 10 Binding Effect. This Agreement shall be binding upon and enure to the benefit of Customer and Developers and their respective successors and assigns provided that Developers may not assign any of their obligations under this Agreement without Customers prior written consent. 10 Waiver. The waiver by either party or its employees officers directors agents or representatives of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

10 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 10 Ownership of Photographs and Media. Developers may use some of their own photographs and other media for the Presentation. Developers retain all right title and interest in such photographs and other media other than hereby granting Customer non exclusive right to use those photographs and media and only on the Presentation. Customers right to use of Materials will be revoked if the Agreement is breached. 10 No Right to Assign. Customer has no right to assign sell modify or otherwise alter the Presentation except upon the express written advance approval of Developers which consent can be withheld for any reason. 10 Indemnification. Customer warrants that everything it provides Developers to put on the Presentation is legally owned or licensed to Customer. Customer agrees to indemnify and hold Developers harmless from any and all claims brought by any third party relating to any aspect of the Presentation including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Customers products services material supplied by Customer copyright infringement and defective products sold via the Presentation. 10 Use of Presentation for Promotional Purposes.

How do you write a Software Requirements Specifications document? (alternate or related contract document)

Software Requirements Specification SRS THE SRS PROJECT DOCUMENT TITLE Author Title company name

current date Document Version Control Information V 1. 0 1. Introduction. 1 Purpose of This Document. Insert the purpose of this document and its intended audience. 1 Scope of Document. Insert description of the scope of this Software Requirement Specification

1. 21 Scope Constraints. Insert constraints such as schedules costs interactions overview or any other information relevant to the construction of the development requirements. 1 Overview. Insert an overview or brief description of the product software or other desired end result. 1 Business Context. Insert an overview of the business or organization desiring the development of this project. Include the business or organizations mission statement and its organizational goals and objectives. 2. General Description. 2 Product Functions.

Insert description of the functionality of the product. 2 Similar System Information. Insert description of the relationship between this product and any other product or product ; whether the product shall be stand alone product or whether the product shall be used as component or to support another program or programs. This section is intended to discuss the relationships between the above mentioned items. 2 User Characteristics. Insert description of the characteristics of the typical user or user community that this product serves or will serve. Include features that the user or user community currently uses or expects. Include current relevant features and describe the expected experience level and familiarity with similar software systems applications or other programs and program use. 2 User Problem Statement.

Insert user problem statement that describes the essential problem currently being faced by the intended user community. 2 User Objectives. Insert the objectives and requirements for the product from the users perspective. The user objectives section may also include wish list of features or functionality that the user want and how that relates to the business context 2 General Constraints. Insert the general constraints placed upon the developers including hardware requirements schedule requirements industry protocols or standards to be met or any other constraint placed upon the development of the product. 3. Functional Requirements. This section describes the functional requirements ranked in order of importance. Here you will describe what the product must accomplish; what other component requirements must accomplish; the requirements for Interface Scalability Performance Compatibility or other components of the product; and how the product fulfills these requirements. Each functional requirement should be specified in format similar to the following. Functional Requirement #1 Name

3 Description. complete description of the functional requirement. 3 Criticality. description of how critical this functional requirement is to the overall product. 3 Technical Issues. description of issues related to the design development or integration of this functional requirement. 3 Cost Summary and Schedules. description of the costs and timelines associated with this functional requirement.

3 Risks. description of the risks and possible circumstances under which this functional requirement may not be able to be met. Include provisions the developers must take in order to overcome this risk. 3 Dependencies with other requirements. description of the various interactions between this requirement and other functional requirements. Here you will insert statements concerning the impact of these dependencies and the impact on the ranking of requirements. Functional Requirement #2 Name Repeat the section above for more requirements. 4. Interface Requirements. This section describes both how the product will interface with other software products or dependencies or with end users for input and output.

4 User Interfaces. Describes how this the end user interfaces with the product. 4. Graphical User Interface GUI. Describes the graphical user interface or whether another system is required to provide the GUI. Include mock ups or screenshots of the user interface features. Describe all navigation systems hierarchy of menus sub menus buttons and all other relevant GUI features of the product. 4. Command Line Interface CLI. Describes the command line interface if present. For each command description of all arguments and example values and invocations should be provided. 4. Application Programming Interface API. Describes the application programming interface if present. For each public interface function the name arguments return values examples of invocation and interactions with other functions should be provided.

4. Debugging and Diagnostics. Describes the process required for the product to return troubleshooting debugging or other diagnostic data and feedback. 4 Hardware Interfaces. description of all interfaces to hardware or hardware devices. 4 Communications Interfaces.

description of all communication and network interfaces. 4 Software Interfaces. description of all software interfaces. 5. Performance Requirements. Insert specific performance requirements. 6. Design Constraints. Insert specific design constraints including compliance with specific standards and constraints on design due to hardware limitations.

7. Other Non Functional Attributes. A description of other non functional attributes required by the product. Examples. 7 Security. Insert the attributes description here. 7 Binary Compatibility. Insert the attributes description here.

7 Reliability. Insert the attributes description here. 7 Maintainability. Insert the attributes description here. 7 Portability. Insert the attributes description here.

7 Extensibility. Insert the attributes description here. 7 Reusability. Insert the attributes description here. 7 Application Compatibility. Insert the attributes description here.

7 Resource Utilization. Insert the attributes description here. 7. 10 Serviceability. Insert the attributes description here. 8. Preliminary Object Oriented Domain Analysis. A description or list of the fundamental objects required to be modeled within the product in order to satisfy its requirements. The goal is to create structural view on the requirements and how they may be satisfied. This section deals primarily with higher level programming and functional requirements AND may be safely omitted for projects not concerned with Object Oriented Domain Analysis OODA. This section should not be removed from your SRS Document. Instead you should include an entry such as. No Object Oriented Domain Analysis Requirement. 8 Inheritance Relationships.

description of primary inheritance hierarchy. Include diagrams graphs or other UML examples to further illustrate such relationships. 8 Class descriptions. description of each class identified during the OODA. Include more detailed description of each class. The description of each class should be organized as follows. 8. Insert the Class name identifier 8. 2. Abstract or Concrete. Indicates whether this class is abstract designed only as parent from which subclasses may be derived or concrete suitable to be instantiated.

8. 2. List of Superclasses. Lists the class from which another class subclass inherits. 8. 2. List of Subclasses. Lists the class that is derived from base class by inheritance. The new class contains all the features of the base class but may have new features added or existing features redefined. 8. 2. Purpose. Lists the purpose of the class. 8. 2. Collaborations. Lists the names of each class that this class must interact with and how it must interact in order to accomplish its purpose. 8. 2. Attributes.

Lists each attribute associated with each instance of this class and indicates examples of possible values or range of values. 8. 2. Operations. Lists each operation able to be invoked upon instances of this class. 8. 2. Constraints. Lists the constraints and restrictions upon the behavior of instances of this class. 9. Operational Scenarios. description of the various scenarios that an end user may experience when using the product under certain conditions or situations. Scenarios are not considered to be functional requirements rather they are used to help set parameters and expectations for the use of the product under these conditions or situations. 10. Preliminary Schedule.

description of the project schedule and timeline for completion. The project plan should include all major tasks who is responsible for the completion of such tasks what the interdependencies of each task are and what the start and completion of each task will be. You should also include vendor information and requirements of such that affect the schedule and timeline. 11. Preliminary Budget. description of the cost summary and an attachment of the initial line item and itemized budget for the project. 12. Appendices. A description of all other supporting information for understanding these requirements. All SRS documents require the following two appendices. 12 Definitions Acronyms Abbreviations.

description of the definitions of important terms abbreviations and acronyms. May also include Glossary. 12 References. listing of all citations to all documents and meetings referenced or used in the preparation of this requirements document. Customer Initials Developers Initials