Legal Contract Templates Database Software Development Contract

How to write my Database Software Development 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.

Writing the Exhibit F (Project Change Form) document (alternate or related contract document)

EXHIBIT F CONTRACT ADDENDUM THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer The following requirements are made and are to be included as part of the attached contract. ADDENDUM A. Project Change Request Insert Addendum A. Information Here

ADDENDUM B. Financial Impact and Schedule Impact Insert Addendum B. Information Here Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature 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 Company Initials

Writing the Exhibit C (Developer Materials) document (alternate or related contract document)

EXHIBIT C DEVELOPER OWNED MATERIALS The following is list of pre existing materials owned by Developer which will be used in the project. A. Describe each item to be included in the project owned by the Developer THIRD PARTY OWNED MATERIALS

The following is list of pre existing materials owned by third parties which will be used in the project. K. Describe each item to be included in the project owned by the third party

Writing the Software Beta Testers Contract document (alternate or related contract document)

SOFTWARE BETA TESTER AGREEMENT Please review and sign the following Testers Agreement if you are interested in receiving pre release copy Beta of our software Software Product or Software You must read and agree to the following Terms and Conditions. If you have any questions concerning the Agreement please contact us at mail address for further assistance. Declarations THIS AGREEMENT is made this current day day of current month current year by and between company name Tester and company name Company I the undersigned Tester do hereby declare that have read understand and agree to the following terms and conditions. 1. agree and understand this may not be full and final release version of the Software Product and that this product is strictly for the purpose of testing reviewing and evaluating the testing the Software Product for the benefit of Company. 2. agree not to use this product for Commercial Purposes and understand that it is for review and testing purposes only.

3. agree not to distribute the Software or make it available in any format to any other party whatsoever. This includes but is not limited to multiple installations installing it on another team member developer employee or other third party computer. This Agreement is for SINGLE user SINGLE installation license. Terms and Conditions 1. Software. Company shall provide Tester with copy of the Software Registration key documentation and any necessary passwords required to fully operate the Software. Tester is granted single user copy of the Software. 2. Support.

Company will endeavor and make every effort to respond to Testers questions and problems via email. 3. Testers Duties and Obligations. Tester agrees to assist Company in its ongoing development of Companys programs Software Product Tester is willing to provide input in written and verbal form to Company to the best of their ability. Both parties acknowledge that the Software Product may contain bugs Errors and other issues and instances that may adversely affect the use or performance of the Software Product the Testers computer software operating system or hardware. Tester should take every care and precaution to preserve his or her data in order to avoid any loss or damage as result of his or her using the Software Product. 4. Confidentiality. Tester and Company acknowledge and agree that the Software and all other documents communications and information Confidential Information related to the development of Company or third party materials transmitted or made available to Tester in connection with this Agreement will constitute valuable trade secrets of Company. Tester shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Companys prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. 5. Termination. Company has the right to terminate this Agreement for any reason with hours prior written notice. Company will have no further obligation whether financial or otherwise to Tester after such cancellation. Company may terminate this Agreement immediately upon Testers refusal or inability to perform Breach any of the provisions of this Agreement.

6. Limited Warranty and Limitation on Damages. Company warrants the Software will conform to the Specifications listed in the product documentation the Company web site or other collateral related to the Software. This warranty shall be the exclusive warranty available to Tester. Tester waives any other warranty express or implied. Tester acknowledges that Company does not warrant that the Software will work on all platforms unless specific platform is set forth in writing by Company. Tester acknowledges that Company is not responsible for the results obtained by Tester when using the Software. Tester acknowledges that Company is not responsible for fixing problems in the Software whether discovered by Tester or not during the term of this Agreement. Except as otherwise expressly stated herein Tester waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is limited to the amount of any compensation received from Company. 7. 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. 8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Tester and Company and their respective successors and assigns provided that Tester shall not assign any of his obligations under this Agreement without Companys prior written consent. 9. Use of Comments Quotes and Testimony for Promotional and Instructional Purposes.

Tester grants Company the right to use any and all comments whether written or not that Tester may make in regards to the Software Product to be used in promotional purposes or for use in other marketing venues or efforts developed by Company. 10. No Responsibility for Loss. Company is not responsible for any down time lost files improper links or any other loss that may occur in the operation of the Software; provided however any such difficulty is not result of failure by Company to perform pursuant to the terms of this Agreement. 11. Relationship and Compensation. Tester understands and agrees that he or she shall not receive any compensation for performing the testing and that Testers relationship with Company will be that of an independent. Nothing in this Agreement shall construe that at any time Tester and Company have an Employee Employer relationship that Tester is an employee of Company or that any such partnership joint venture or other relationship exists between Tester and Company. Tester acknowledges that he or she is not entitled to any of the benefits offered to Companys employees nor shall Tester be eligible to receive workers compensation health insurance or other group benefits offered by Company. Tester agrees not to represent themselves as an agent representative or other legal representative of Company for any purpose whatsoever. Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature 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 Company Initials Tester Initials