Writing the Project Copyright Transfer Contract document

TRANSFER OF COPYRIGHT AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name hereafter referred to as Author and company name hereafter referred to as Client PART A. The purpose of this Agreement hereafter referred to as the Agreement is to act as transfer of copyright for the attached work Exhibit hereafter referred to as the Article from company name to company name effective as of the date of this agreement. Note. If article was prepared as part of the writers duties for his her employer work for hire this agreement must be signed and authorized by the employer as the Author. If the Article was prepared by U. S. Government employee as part of his her official duties please refer to Part B.

Copyright to the above work including without limitation the right to publish the work in whole or in part in any and all forms of media now or hereafter known is hereby transferred to company name for the following publication uses. Insert details of the specified usage of the content. Copyright to the listed original and unpublished article and subsequent revisions errata or abstracts submitted by the above author the Article is hereby transferred to company name for the full term thereof throughout the world subject to the following rights that the author may freely exercise and to acceptance of the Article for publication and use in company name business. company name shall have the right to register as claimant copyright to the Article in its name whether used individually or as part of another work or medium in which the Article is part of. The author shall retain the following rights so long as the author agree that all copies of the Article made under any of these following rights shall include notice of the company name copyright. 1 All proprietary rights and patent rights other than copyright and the publication rights transferred to company name.

2 The nonexclusive right after publication by company name to give permission to third parties to republish the Article or translation thereof or excerpts therefrom without obtaining permission from company name provided the company name published version is not used for this purpose and provided the Article is not to be published in another journal or web site. If the company name version is used permission from company name must be obtained. 3 The right to post their own author versions of reprints and revisions to use all or part of the Article without revision or modification including the company name published version in personal collection or other publications of the authors own works so long as the company name copyright notice is attached. 4 The right of an employer to make copies of the Article so long as it was prepared by an employee within the scope of his or her employment and only for the employers own internal use. 5 In the case of work performed under United States Government contract Publisher grants the U. S. Government royalty free permission to reproduce all or portions of the Article and to authorize others to do so for U. S. Government purposes. In the event that the Article is not accepted and published by company name this agreement becomes null and void. By signing this Agreement the author warrants that the Article is original with the author and does not infringe any copyright or violate any other right of any third parties and that the Article has not been published elsewhere and is not being considered for publication elsewhere in any form except as provided herein. If each authors signature does not appear below the signing author represent that they sign this Agreement as authorized agents for and on behalf of all the authors and that this Agreement and authorization is made on behalf of all the authors. The signing author or in the case of work made for hire the signing employer also warrant that they have the full power to enter into this Agreement and to make the grants contained herein. If any provision of this agreement is held to be unenforceable the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This agreement and any disputes arising here under shall be governed by the laws of state or province state without regard to conflicts of laws principles. failure by any party to exercise or delay in exercising right or power conferred upon it in this agreement shall not operate as waiver of any such right or power.

and so on...

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Document Length: 2 Pages

Usage: Copyright transfer

The Project Copyright Transfer Agreement can be used to transfer the copyright to another party. This can be used if you are turning over ownership for a new site or if you are not going to be maintaining the site anymore and the client wants the rights to it.

This agreement is tailored more for written articles and publications, however can be used for any written works or artwork.

 

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Legal Contract Templates

Alternate documents are those which may be used instead of this document depending on your situation. Alternate documents may be better suited for different size projects, more specialized projects, variations on rights, etc.

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Related documents may be used in conjunction with this document depending on your situation. Many related documents are intended for use as part of a contract management system.

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Project Copyright Transfer Contract
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Ian Lauder has been helping businesses write their proposals and contracts for almost two decades. Ian is the Owner and Founder of Proposal Kit, one of the original sources of business proposal and contract software products started in 1997.

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How to write my Project Copyright Transfer Contract document

TRANSFER OF COPYRIGHT AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name hereafter referred to as Author and company name hereafter referred to as Client PART A. The purpose of this Agreement hereafter referred to as the Agreement is to act as transfer of copyright for the attached work Exhibit hereafter referred to as the Article from company name to company name effective as of the date of this agreement. Note. If article was prepared as part of the writers duties for his her employer work for hire this agreement must be signed and authorized by the employer as the Author. If the Article was prepared by U. S. Government employee as part of his her official duties please refer to Part B.

Copyright to the above work including without limitation the right to publish the work in whole or in part in any and all forms of media now or hereafter known is hereby transferred to company name for the following publication uses. Insert details of the specified usage of the content. Copyright to the listed original and unpublished article and subsequent revisions errata or abstracts submitted by the above author the Article is hereby transferred to company name for the full term thereof throughout the world subject to the following rights that the author may freely exercise and to acceptance of the Article for publication and use in company name business. company name shall have the right to register as claimant copyright to the Article in its name whether used individually or as part of another work or medium in which the Article is part of. The author shall retain the following rights so long as the author agree that all copies of the Article made under any of these following rights shall include notice of the company name copyright. 1 All proprietary rights and patent rights other than copyright and the publication rights transferred to company name.

2 The nonexclusive right after publication by company name to give permission to third parties to republish the Article or translation thereof or excerpts therefrom without obtaining permission from company name provided the company name published version is not used for this purpose and provided the Article is not to be published in another journal or web site. If the company name version is used permission from company name must be obtained. 3 The right to post their own author versions of reprints and revisions to use all or part of the Article without revision or modification including the company name published version in personal collection or other publications of the authors own works so long as the company name copyright notice is attached. 4 The right of an employer to make copies of the Article so long as it was prepared by an employee within the scope of his or her employment and only for the employers own internal use. 5 In the case of work performed under United States Government contract Publisher grants the U. S. Government royalty free permission to reproduce all or portions of the Article and to authorize others to do so for U. S. Government purposes. In the event that the Article is not accepted and published by company name this agreement becomes null and void. By signing this Agreement the author warrants that the Article is original with the author and does not infringe any copyright or violate any other right of any third parties and that the Article has not been published elsewhere and is not being considered for publication elsewhere in any form except as provided herein. If each authors signature does not appear below the signing author represent that they sign this Agreement as authorized agents for and on behalf of all the authors and that this Agreement and authorization is made on behalf of all the authors. The signing author or in the case of work made for hire the signing employer also warrant that they have the full power to enter into this Agreement and to make the grants contained herein. If any provision of this agreement is held to be unenforceable the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This agreement and any disputes arising here under shall be governed by the laws of state or province state without regard to conflicts of laws principles. failure by any party to exercise or delay in exercising right or power conferred upon it in this agreement shall not operate as waiver of any such right or power.

company name Name. Signature. Date. PART B. In the case of work that was performed under U. S. Government contract but you are not U. S. Government employee please sign the transfer form above and review Item above. The following certifies that the author of the listed Article see Exhibit are employees of the U. S. Government and the work was performed as part of their employment and that the Article is not subject to protection under U. S. Copyright. Name. Signature.

Govt. Organization. Date. Author Initials Client Initials

How do you write a Assignment or Event Photography Contract document? (alternate or related contract document)

ASSIGNMENT PHOTOGRAPHY AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Photographer and company name Customer Recitals A. Photographer is in the business of providing custom photography and printing services for fee. B. Customer desires to have Photographer render specific services the Services or Photographers Services as set forth in Exhibit B. C. Services shall be rendered on specific date the Event as set forth in Exhibit B. Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Photographer hereby agree as follows. 1. Engagement of Services.

Photographer agrees to render to Customer as follows. Provide to Customer pre event consultation by phone or in person prior to the Event in order to finalize specific shooting times the Times determine any custom shots the Shots or set forth any locations the Locations that Photographer will be required to travel to in order to render the Services to Customer. Customer has the sole responsibility for arranging this pre event consultation with Photographer and failure of the occurrence of pre event consultation shall not constitute breach of this Agreement. Provide the agreed Services on the dates Times and Locations as agreed upon in the Specifications and provide images taken during the Event the Proofs to Customer as soon as they are available. Provide proof of agreed upon expenses associated with the Event and the execution of Photographers Services and present them to Customer for approval. Provide to Customer post event consultation in order to review all images taken during the Event or otherwise arrange for the insured delivery of any images or other related materials. Provide other such services as Customer may request from time to time such as additional Shots assistance to Customers staff and employees or additional project consulting. Provide to the Customer ordering and photographic reproduction services. 2. Specifications. Photographer agrees to provide the Services pursuant to the specifications set forth in Exhibit attached hereto the Specifications

3. Delivery of Proofs. Photographer will use reasonable diligence in the development of the Proofs and endeavor to deliver to Customer all agreed upon Specifications outlined in Exhibit no later than delivery date. Customer acknowledges however that this delivery deadline listed in Exhibit is an estimate and is not required delivery date. Photographer will retain all rights to any and all photographic materials custom Shots proofs or other intellectual property for the entire project and will provide the Customer with the output formats only. Customer shall retain all of Customers intellectual property rights in any logos graphics text images or other components owned and transmitted to Photographer for use in fulfillment or creation of Services. 4. Ownership Rights. Photographer shall retain under the fullest extent under the law full copyright and interest in any and all film digital files proofs samples prints or negatives created or produced for Customer pursuant to this Agreement. Customer agrees to return to Photographer any materials Customer may have of Photographers such as artwork mock ups comps text digital media film images or any other physical or digital embodiment of Photographers creative work performed under this Agreement.

Upon termination or expiration of this Agreement Customer agrees to be solely responsible for any additional use of materials and advertisements created by Photographer pursuant to this Agreement. Additional expenses may include but are not limited to. Fees licenses translations royalties talent and other associated fees. Photographers obligation in 4. shall not apply in any respect to foreign use. Customer is granted non exclusive worldwide right to use the materials for Customers own promotional advertising internal use or any other agreed upon use as outlined in Exhibit B. Photos or materials are NOT to be resold or distributed to any third parties or event participants. Photographers copyright must accompany all use of the photos or materials whenever possible and must read Copyright current year credits. 5. Compensation. For all of Photographers Services under this Agreement Customer shall compensate Photographer in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Photographer has the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement withhold all materials Services and content bring legal action. If Photographer has agreed to co sponsor the event the Customer shall adhere to the requirements and deliverables pursuant to the terms of Exhibit attached hereto with respect to Photographers promotional materials and advertising. All licenses shall be revoked if Customer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit A. 6. Limited Warranty and Limitation on Damages.

Customer agrees to indemnify and hold Photographer harmless with respect to any claims loss lawsuit liability or judgment suffered by Customer which results from the use of any material prepared by Photographer or execution of Service by Photographer or at the direction of Photographer which has been materially changed from the Specifications. Photographer shall not be responsible for missing any Key Shots. Key Shots shall be defined as any requested photographs or images made to the photographer by Customer. Photographer shall not be responsible for any adverse effects or the impact of such upon deliverables resulting from but not limited to. weather timing actions of individuals present at any shooting location or deliverables dependent upon the actions or presence of individuals at any shooting location transportation issues equipment failure access to shooting locations or anything else not under the control of the Photographer. Photographer shall not be responsible for any delay or loss of shooting time due to any action or inaction or adverse effect that the Customer may experience that is the result of any action or inaction on the part of the Photographer. 7. Resources and Equipment. Photographer agrees to make available any items hardware or software as Customer and Photographer may agree are reasonably necessary for such purpose. Specific items and hardware or software requirements are listed on Exhibit attached hereafter. 8. Non competition.

Photographer shall have no restrictions on other professional photographers being at the event. Customer warrants they have not signed any exclusive contracts with any other Photographer or Agency that would preclude or interfere with Photographers right to render the services or otherwise conduct business at the event. 9. Event Deliverables. Customer shall have responsibility for the following event deliverables. EXAMPLE. Edit the deliverables below as you see fit. a copy of official event credentials and or any security passes required to move around event locations.

b parking pass that is as close to the event location as possible. c Access to secure storage area at the event location for equipment and materials. d Contact cell phone #s for event staff at event location who are responsible for event planning PR or production or for any deliverable listed on Exhibit B. e list of all requested shots or key shots. f An event timeline or schedule that contains list of all start end times for each key event or key shot. g All event maps or driving directions to event location s. 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 both of the parties hereto.

10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 10 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Customers respective successors and assigns provided that Customer may not assign any of Customers obligations under this Agreement without prior written consent of Photographer. Customer shall have no right to assign any of Customers rights or have the right to sublicense and photographs or materials to any other parties. 10 Waiver. The waiver by either party 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 Right to Withhold Content and Creative Services. In the event Customer fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit Photographer has the right to withhold any materials photographic or otherwise or to suspend any further creative or administrative Services performed on behalf of Customer until payment in full is received plus accrued late charges of 2% per month. 10 Indemnification. Customer warrants that everything Customer gives Photographer to use in fulfillment of Services is legally owned by or licensed to Customer. Customer agrees to indemnify and hold Photographer harmless from any and all claims brought by any third party relating to any aspect of the Services creative or other content including but without limitation any claims resulting from missed Shots missed Times inaccessibility to Locations weather related problems inaccessibility or lack of cooperation from critical employees staff or other personnel required by Photographer in order to meet any of the deliverables or obligations listed in Exhibit B; difficulty in gaining any access to the agreed upon Locations or any 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 advertising or Services. Further Customer agrees to indemnify Photographer from responsibility for problems disruptions caused by third party services and contractors that Customer may use such as reproduction services enlargements digital processors transportation shipping or hosting services film processing and other services that relate to the execution of the Services outlined in this Agreement by Photographer.

10 Use of Services and Creative Content for Promotional Purposes. Customer grants Photographer the right to use or otherwise reproduce the proofs images creative content description of Services performed results of Services or testimonials as Photographer sees fit for promotional only purposes. 10 Limitation of Damages. Customer agrees that the only damages available under this Agreement shall be limited to the total amount of compensation paid to Photographer and that this shall be the sole remedy to Customer for damages under this Agreement. 10. 10 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. 10. 11 Term of Agreement. This agreement shall begin on start date and shall continue in full force until terminated by either party upon at least thirty days prior written notice.

The parties represent and warrant that on the date first written above they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below. EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed

company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Customer Initials Photographer Initials

How do you write a Database Software Development Contract document? (alternate or related contract document)

DATABASE APPLICATION DEVELOPMENT 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 Database Applications and Software Database Product B. Customer desires to have Developers develop Database Product for them. C. Developers desire to develop Customers Software on the terms and conditions set forth in Exhibit attached hereto the Specifications Definitions Database shall mean collection of any form of data including clear or encrypted text images sound video or multimedia.

Relational Database shall mean database that maintains set of separate related files tables but combines data elements from the files for queries and reports as requested. For the purpose of this agreement it shall also include the finite set of relation schemas and corresponding set of relation instances database instance that represents data as two dimensional tables and contains the following components. set of domains and set of relations operations on relations and data integrity rules to ensure Database Integrity. Primary Key shall mean field column in database table that uniquely identifies each record in the table that is indexed and maintains the main sequence of the table. Foreign Key shall mean field in relational table in database that is indexed in another table and matches the primary key column of another table. Database Integrity shall mean the correctness and consistency of the data stored in the Database or any aspect of the Database Product. Relational Data Model RDM shall mean description of the organization of database that allows for it to be modeled and all attributes and tables including all fields and records to be graphically represented. Database Schema shall mean set of relation schemas for the relations in the design and development of the Database Product. Relation Schema shall mean the names of relations that must be unique across the database. Integrity Constraints shall mean restrictions on the relational instances of schema.

Schema shall mean definition for database. Deliverables shall mean the Database Product provided in object and or source format as set forth in the Specifications and subject to Developers Proprietary Rights documentation or other materials required to be delivered by Developers to Customer as set forth in the Specifications. Critical Deliverables shall mean Deliverables that have Milestone date as outlined in the Specifications that must be transmitted to Customer on or before specific date. Source Code shall mean the readable forms together with make and build files. Beta shall mean any and all Deliverables provided to Customer prior to the Launch Date. Final shall mean any and all Deliverables provided to Customer that are in accordance with the Specifications and accepted by Customer as completion of particular Deliverable. Launch Date shall mean the date that the Product is first available for use by the public. Software shall mean the Database Applications program described in the Specifications that is are to be developed by Developers including all Enhancements made under this Agreement.

Product shall mean software for computer or an end user. Schedule shall mean the schedule for completion of the Deliverables as set forth in the Specifications. Delivery shall mean transmitted by Developers to Customer electronically and in accordance with security measures agreed upon by both parties in accordance with the Specifications. Services shall mean any training customization enhancement or other labor performed by Developers as required by the Specifications. Error shall mean malfunctions or defect within the Database Product or Deliverable that prevents it from conforming to the Specifications. Internet shall mean any system for distributing digital or electronic information to end users via transmission broadcast or any other form of delivery whether direct or indirect known or subsequently developed. Specifications shall mean the specifications for the Product and Services as detailed and attached to this Agreement as Exhibit which include 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 of time commencing on the Effective Date of this Agreement and continuing indefinitely until this Agreement is terminated. User Interface shall mean all navigational devices menus menu structures or arrangements icons visual mechanisms metaphors or help and other operational instructions and all other components of any source or object computer code that comprises the Database Product. Web shall mean the World Wide Web containing pages written in hypertext markup language HTML and or any similar successor technology. Web Page shall mean any document that may be viewed in its entirety on the Web. Web Site shall mean collection of interrelated Web pages or documents accessible through Web page browser interface or any other similar successor technology. Developers Proprietary Material shall mean all intellectual property rights in any text images or other components and or materials owned by Developers or which Developers have the legal right to use that are delivered to Customer including but not limited to software related documentation source code scripts object code logos graphics or tag lines. Customers Proprietary Material shall mean all intellectual property rights in any text images or other components and or materials owned by Customer or which Customer has the legal right to use that are delivered to Developers including but not limited to software related documentation Customer marketing material logos graphics or tag lines. Developers Code shall mean all Developers Proprietary Material or software Source Code existing as of the date of this Agreement that is to be incorporated into the Source Code of the Product. The license terms for Developers Code will be stated in the Specifications. Documentation shall mean all user guides reference integration installation or implementation manuals that describe in detail the operation of the Software that is normally provided by Developers as part of their deliveries to their customers.

Development Activities shall mean any activities undertaken by Developers in the development of the Software and Documentation satisfying the Specifications pursuant to this Agreement. Enhancements shall mean error corrections bug fixes modifications and updates not included in the Specifications with respect to the Software. Milestone shall mean each development or Deliverable reached by Developers and agreed upon in writing between Developers and Customer. Milestone Payment shall mean payment obligation related to the achievement and acceptance of particular Milestone. Acceptance shall mean completion of Deliverable that conforms to the Specifications and is mutually agreed upon in writing by both Developers and Customer. Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Developers hereby agree as follows. 1. Development of Database Product. Developers agree to installation management documentation and development of the Software and Software based operations according to the compensation terms listed on Exhibit attached hereto.

2. Specifications. Developers agree to develop the Software pursuant to the Specifications set forth in Exhibit attached hereto the Specifications 3. Delivery Dates and Milestones. Developers will use reasonable diligence in the development of the Database Product and endeavor to deliver to Customer operational Software no later than delivery date. Customer acknowledges however that this delivery deadline and the other payment milestones listed in Exhibit are estimates and are not required delivery dates unless otherwise noted in the Specifications. Deliverables defined as Critical Deliverables shall be outlined in Exhibit and shall contain the delivery date and terms of delivery of the Critical Deliverable. Developers will be retaining the Source Code for the Database Product and providing Customer with the output formats only. The output is to be used only within the scope of the Software as outlined in Exhibit and does not include the following. replication duplication or otherwise copying the Software in any form not authorized by Developers creating new Software based on the code its functions or other Proprietary Rights as outlined in Paragraph sale or distribution of the code in any form or any relinquishment of copyright by Developers in any way. 4. Ownership Rights. Except for Customers Proprietary Material defined below contained in the Database Product Developers shall hold all rights title and interest in and to the Software. Specifically but without limitation Developers shall hold all rights title and interest in and to all text graphics animation audio components and digital components of the Software 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 Software 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 Software or any component or characteristic thereof. Customer shall not do anything that may infringe upon or in any way undermine Developers rights title and interest in the Software as described in this Paragraph 4. Notwithstanding the above Customer shall retain and Developers shall have no Proprietary Rights whatsoever in all of Customers intellectual property rights in any and all text images or other components and or materials owned by Customer or which Customer has the legal right to use that are delivered to Developers including but not limited to software related documentation Customer marketing material logos and tag lines Customers Proprietary Material Developers agree that they shall not use Customers Proprietary Material for any other purpose than those expressly set forth in this Agreement. 5. Database Product Development and Construction Rules. Database Product Development and Services described here are provided for Linux Windows Macintosh Sun Solaris UNIX systems only unless otherwise specified. Unless otherwise agreed upon by Developers and Customer any modifications required to the Software code or other component related to its operation that are result of third party changes to resources required by the Software shall be considered ADDITIONAL and will fall outside of the Specifications. Third party modifications may include but are not limited to. patches fixes security flaws errors updates upgrades or any other changes to third party operating systems plug ins or any required resources not created by Developers.

Unless otherwise defined in the Specifications the Database Product will be developed in accordance with the following RDM standards. 5 Database Integrity. The data held in the tables shall be consistent with the Relational Data Model RDM and shall incorporate. * Entity Integrity. Each row in the table representing single instance of the entity type modeled by the table will have Unique and Non null primary key value. Each column in the table representing single instance of the entity type modeled by the table shall have entries of the appropriate data type. * Referential Integrity. Data held in single table or tables shall not contradict data held elsewhere in another table. Developers will ensure that every Foreign Key value in table must have matching Primary Key value in the corresponding table. * Data Validation. Developers will employ additional features to ensure data integrity upon inserting of data creating new rows or any other aspect that interacts with the Database Product. 6. Specific Enhancements.

Developers and Customer acknowledge that at some time during the Term of this Agreement that enhancements to the Database Product may be proposed by either Developers or Customer which fall outside of the scope of the Specifications. Upon such proposal Developers shall confer in good faith with Customer concerning the feasibility of developing such enhancements and the time frame for developing testing and incorporating such enhancements. Developers and Customer shall mutually agree in writing as to whether Developers shall pursue the development of such enhancements and if so which party will fund such development. The Specifications will be amended to include such enhancements. 7. Backups and Redundancies for Development. Developers will maintain off site storage of all stages of the Source Code and other backup media related to this Agreement to ensure Software integrity and protection and will be responsible for setting up daily procedure for backing up all data. Developers agree to update all backups of code on daily basis unless otherwise agreed upon in the Specifications. Backups will be maintained for one year from the acceptance date of the project. 8. Acceptance. The terms and conditions contained in this Section will apply to the initial release of the Database Product as well as to subsequent release upgrades enhancements or any other version thereof. Customer shall evaluate any beta or final version of each Deliverable and shall submit an acceptance or rejection to Developers within days days after Customers receipt of an agreed upon transmission of each Deliverable. 9. Testing and Quality Assurance. Developers agree to thoroughly test the Database Product including without limitation each and every release version and enhancement thereof as appropriate under the circumstances at all appropriate stages of development and shall document its testing by written test documents delivered to Customer. Developers will submit their test plans to Customer so as to ensure that Customers standards of quality are maintained and Developers agree to subsequently modify the test plans to accommodate Customers requests if Customer reasonably deems necessary. Quality Assurance or test documentation shall include detailed descriptions of the tests conducted their results and any outstanding or unresolved issues. Developers will not deploy the Product Software or any enhancement thereof unless Customer and Developers agree upon such action in writing. 9 Database Integrity.

Developers agree to build in safeguards to ensure Database Integrity and to make sure that relationships between tables remain consistent. Safeguards may include but are not limited to. Iterative and incremental backups and restore points comparisons between Primary and Foreign Keys use of referential integrity to ensure that records are not improperly added to table that contains the Foreign Key ensuring exceptions for corresponding records in linked tables adding cascading updates and cascading deletes to ensure changes made to the linked tables are reflected in the primary table and any other requirement contain in the Specification concerning Database Integrity. 10. Adherence to Schedule. If Developers fail transmission of any Critical Deliverable within the dates specified in the Schedule or fail to meet Milestone as defined in the Specifications then Breach of Agreement Breach shall be considered to have occurred. Customer may. amend the Schedule to include correction period; or suspend the Schedule until the problem is corrected at the sole expense of Developers subject to Customers reasonable satisfaction; or terminate this Agreement. Delivery of all Deliverables not defined in the Specifications as Critical Deliverables shall be considered estimates and delivery shall not be subject to Breach. Developers shall not be held responsible for any delays due to. milestones missed by Customer delays due to Customer Deliverables delays due to transmission equipment failure strikes riots disasters or other natural occurrences. 11. Support Services. Developers will be available to respond to Customers questions about the Database Product and related problems. Developers will staff help desk with combination of phone and email support services from 9. am to 5. pm Monday through Friday time zone. Developers will be responsible for maintaining an ongoing log of support requests and actions taken and for tracking user support requests to completion for the duration of this Agreement. 12. Compensation. For all of Developers Services under this Agreement Customer shall compensate Developers in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Developers have the right but are not obligated to pursue any or all of the following remedies. terminate the Agreement remove equipment owned by Developers whether leased to Customer by Developers or not and any Developers Personnel or Staff from Customers location bring legal action or Customer may suspend development of the Database Product and is responsible for any schedule changes required and additional financial impact. 13. Confidentiality.

Customer and Developers acknowledge and agree that the Specifications and all other documents and information related to the development of the Database Product including the information contained within the database regardless if that data is fictional or not the Confidential Information will constitute valuable trade secrets of the Customer. Developers shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Customers prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. 14. Limited Warranty and Limitation on Damages. Developers warrant that the Database Product will conform to the Specifications. If the Software does not conform to the Specifications Developers shall be responsible to correct the Software without unreasonable delay at Developers sole expense and without charge to Customer to bring the Database Product into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Developers do not warrant that the Software will work on all platforms. Customer acknowledges that Developers will not be responsible for the results productivity or any other measurable metric not specified in Exhibit obtained by Customer on the Software. Customer waives any claim for damages direct or indirect and 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 Exhibit attached hereto. Developers will monitor the reliability and stability of the Database Product for period of up to thirty days to ensure that it performs in accordance with the Specifications. If modifications are required at any time Developers will confer in good faith with Customer concerning the appropriateness of any modifications and mutually agree whether or not to make such modifications; provided however that such agreement will not be deemed to relieve Developers from their obligations to ensure that the Product continues to conform to the Specifications and compensation estimates as specified in Exhibit A. 15. Independent Contractor.

Developers shall be retained as independent contractors. Developers will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax social security tax or any other payroll taxes on Developers behalf. Developers understand that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance. 16. 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. 17. General Provisions. 17 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 both parties hereto.

17 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 17 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Developers and their respective successors and assigns providing that Developers may not assign any of their obligations under this Agreement without Customers prior written consent. 17 Waiver. The waiver by either party 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.

17 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. 17 No Right to Assign. Customer has no right to assign sell modify or otherwise alter the Software except upon the express written advance approval of Developers whose consent can be withheld for any reason. 17 Right to Interrupt Services Labor or Removal of Software Resources. In the event Customer fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit Developers have the right to remove the Software until payment in full is paid plus accrued late charges of 2% per month. 17 Indemnification. Developers warrant that the Software will conform to the Specifications or such other Specifications as are agreed to in writing by Developers for period of thirty days from the date of completion of the Software. If the Software does not conform to the Specifications as Customers sole remedy Developers shall be responsible to correct the Software without unreasonable delay at Developers sole expense and without charge to Customer to bring the Software into conformance with the Specifications set forth in Exhibit B. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Developers are not responsible for the results obtained by Customer on the Software. Customer acknowledges that Developers are not responsible for fixing problems errors or omissions on the Software after Customer has tested proofed and approved the Software and either written approval has been given to Developers or the Software has been mass produced or transmitted in the Public Domain in any way. Customer waives any claim for damages direct or indirect and 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 Exhibit attached hereto. No action regardless of form arising out of any claimed Breach of this Agreement or transactions under this Agreement may be brought by either party more than one year after the cause of action has occurred. 17 No Responsibility for Theft.

Developers will have no responsibility for any third party disrupting intruding or otherwise copying files or reverse engineering in part or in whole all or any part of the Software at any time. 17. 10 Right to Make Derivative Works. Developers will have the exclusive rights in making any derivative works from any of their work practices coding programming or other work on the Software that is related to their pre existing Developers Code as outlined in the Specifications. 17. 11 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the Terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. 17. 12 Identification of Developers. Customer agrees that Developers identification may be annotated within the code as the authors. Customer also agrees to put Developers copyright notices on the Software and the relevant content therein. 17. 13 No Responsibility for Loss. Developers are not responsible for any down time lost files lost productivity improper use or any other loss that may occur in the operation of the Software.

17. 14 Transfer of Rights. In the event Developers are unable to continue maintenance and support of the Software non exclusive rights to the Software will be granted to Customer. This transfer shall not include the transfer of third party Software or tools used by Developers in the creation or maintenance of the Software or any part thereof. The parties represent and warrant that on the date first written above they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below. EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed company name

By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Customer Initials Developers Initials

A Document from Contract Pack

The editable Project Copyright Transfer Contract template - complete with the actual formatting and layout is available in the retail Contract Packs.

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