Legal Contract Templates How to Write the Game Software Development Contract

Writing the Game Software Development Contract document

GAME SOFTWARE 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 Computer Game Software Game Development Game Software B. Customer desires to have Developers develop Game Software for them. C. Developers desire to develop Customers Game Software on the terms and conditions set forth in Exhibit attached hereto the Specifications Definitions

Deliverables shall mean the Game Software 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. Launch shall mean Critical Deliverable relating to the availability of the Game Software to be distributed by Customer to users that conforms to the Specifications. 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. Easter Egg shall mean any and all unapproved hidden features graphics media or any other function that has not been authorized by the Customer or contained in the Specifications. Launch Date shall mean the date that the Product is first available for use by the public.

Game Software shall mean the computer Game Software program described in the Specifications that is are to be developed by Developers including all Enhancements made under this Agreement. Product shall mean Game 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 Game Software 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 Game Software. 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 Game 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 Game Software related documentation Customer marketing material logos graphics or tag lines. Licensed Marks shall mean the trademarks and service marks that are owned or licensed by Customer or otherwise make up Customers Proprietary Materials and made available to Developers under this Agreement. Developers Code shall mean all Developers Proprietary Material or Game 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 Game 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 Game 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 Game 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. Release Candidate shall mean build of the Game Software in which the Customer has accepted all milestones and deliverables and is ready to be presented as Final build of the Game Software. 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 Game Software. Developers agree to installation management documentation and development of the Game Software and Game Software based operations according to the compensation terms listed on Exhibit attached hereto. 2. Specifications. Developers agree to develop the Game 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 Game Software and endeavor to deliver to Customer operational Game 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 Game Software and providing Customer with the output formats only. The output is to be used only within the scope of the Game Software as outlined in Exhibit and does not include the following. replication duplication or otherwise copying the Game Software in any form not authorized by Developers creating new Game 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 Game Software Developers shall hold all rights title and interest in and to the Game 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 Game 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 Game 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 Game 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 Game 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 Game 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. 4 Use and Impairment of Licensed Marks. Developers agree that they will not directly or indirectly infringe upon the Licensed Marks in any form transferred to Developers for use in this Agreement and in the construction of the Game Software or in any other trademarks service marks or other Intellectual Property owned or licensed by Customer. Developers agree to cease using the Licensed Marks immediately upon expiration or termination of this Agreement. Customer reserves the right to prosecute and defend all suits involving any of the Licensed Marks and to take any action or proceedings that it deems desirable for the protection of licensed marks. 5. Game Software Development.

Game Software Development and Services described here are provided for Linux Windows Macintosh Sun Solaris UNIX and or specific dedicated gaming console systems only unless otherwise specified. Unless otherwise agreed upon by Developers and Customer any modifications required to the Game Software code or other component related to its operation that are result of third party changes to resources required by the Game 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. 5 Material Deemed Objectionable by Customer. In the event that Customer finds offensive or objectionable materials in any part of the Game Software Source Code or any other material delivered to Customer under this Agreement Customer shall immediately notify Developers in writing of this objection and Developers shall take corrective action to remove or otherwise eliminate the objectionable materials. 5 Materials Purposefully Obscured or Hidden from Customer. Developers shall not hide obscure or make secret any feature function or other item not approved by the Customer or contained in the Specifications under this Agreement. Developers shall be held responsible for any feature that is. 1. Undocumented hidden non obvious or otherwise not legitimate feature as defined in the Specifications. 2. Reproducible able to be demonstrated by use of the Game Software or any element of the Game Software or combination of products used that can produce the same result whether the product used to produce the Easter Egg is owned by the Customer or not.

How to write my Contract Milestones Checklist document (alternate or related contract document)

MILESTONES Sample Milestones for typical project. Edit as you see fit for your own project milestones. This document is intended to be attached to the development contract with Exhibit Payment Terms and or Exhibit Project Specifications. Milestone Completed 1 Acceptance of project mockup graphics. 2 Acceptance of project skeleton architecture design. 3 Acceptance of navigation interface prototype project alpha. 4+ Each hours of logged work is billed as milestone each beta release etc. Final Final acceptance of project.

How do you write a Contract Specifications Definitions document? (alternate or related contract document)

Specification Definitions Example attachment defining specification definitions for web site project Standard Page. * Uses our pre existing page templates completely custom pages will require more time. * Page body contains up to unique static GIF or JPG images requiring minimal work including but not limited to. scanning sizing cropping editing compressing. * to browser screens of text when viewed at 640x480 screen resolution. * Up to hyperlinks not including the page header and trailer site navigation hyperlinks * Includes the addition of basic navigation systems built into each page. Creation of the graphical menu bar with image slicing and rollovers is rolled into the base price per page. Keyword Splash Page.

* copy of the primary splash page that is tailored to specific key word of phrase. E commerce Solutions. * Level 1. Flat text file non interactive. * Level 2. page interactive form using email. * Level 3. Multi page interactive forms using email and or data files * Level 4. Multi page interactive forms using real time credit card processing. Level and allow for shopping cart product purchasing on any pages. Common Navigation Systems.

1. Graphical navigation bar with rollovers at head of each page. 2. Page header text navigation bar under the graphical navigation bar. 3. Text navigation bar at bottom of each page. 4. Site map page. 5. Help page. 6. Quick guide page.

7. Automated search component. 8. Index pages page of simple links to sub pages within the site 9. List traversal of series pages pages designed to be read one after the other 10. Hyperlinks to other pages. 11. Shallow tree 4 clicks max.

12. Consistent navigation across all pages.

How do you write a Project Copyright Transfer Contract document? (alternate or related 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

Writing the Software Acquisition Contract document (alternate or related contract document)

ACQUISITION AGREEMENT FOR OWNERSHIP RIGHTS IN SOFTWARE THIS AGREEMENT is made this current day day of current month current year by and between company name Developer and company name Purchaser Recitals Purchaser desires to acquire right and interest in Software Product or Products the Software Product produced or otherwise currently owned by Developer as outlined in the Software Product Definition and Description Document plan the Specifications as set forth in Exhibit B. Developer has authored developed or otherwise purchased and owns all rights title and interest including all copyright trademark patent or service mark interests in and to the Software Product and all related documentation described in Exhibit hereto. Purchaser shall acquire rights and an undivided 100% interest in all other rights title and interest in the Software Product and documentation in accordance with this Agreement. Definitions

Software or Software Materials shall mean the computer software program described in the Specifications that is owned by Developer including all Enhancements made under this Agreement. Product shall mean software for computer or an end user. Software Product shall mean everything that the Purchaser shall acquire from Developer under this Agreement. Software Marks shall mean all trademarks service marks or other intellectual property rights related to the Software Product or Software materials or any other marks included with this Agreement. 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 Developer as part of its deliveries to its Purchasers. Development Activities shall mean any activities undertaken by Developer in the development of the Software Product 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 Product or Developers Code. Developers Proprietary Material shall mean all intellectual property rights in any text images or other components and or materials owned by Developer or which Developer has the legal right to use that are delivered to Purchaser including but not limited to software related documentation source code scripts object code logos graphics or tag lines.

Closing Date shall mean the date upon which all obligations must be met according to the milestones and delivery dates set forth under this Agreement. Agreements In consideration of the mutual covenants set forth in this Agreement Developer and Purchaser hereby agree as follows. 1 Transfer of Rights and Ownership of All Other Rights. Developer hereby agrees to sell assign transfer and convey to Purchaser an undivided 100% interest in all right title and interest in and to the Software Product and Software Materials. Specifically Developer agrees to transfer and convey to Purchaser exclusively all rights to and in.

a The Software Product Insert Software Product Name and all other previous versions of the Software Product or any aspect of the Software Materials that may have existed prior to the creation and or the incorporation of such materials into the Software Product whether made public or not whether existing in whole or in part. b The Software Material which comprise all content print or electronic documentation templates methods source safe and change control files all iterative versions development documents Software Product construction guidelines or specifications all intellectual property and other source or object code the Software Materials that comprise the Software Product or anything else listed in the Specifications attached hereafter. c The Software Marks including Insert Software Product trademarks intellectual property copyright information or any other right included with this Agreement d Any derivative variant or otherwise modified works and all updated versions of the Software Product or revisions of the Software Product including patches fixes updates that are available whether in part or in whole as developed by Developer and acquired by Purchaser under this Agreement on or before the Closing Date. e All subsequent modifications alterations changes or enhancements of any of the items above that may occur between now and the Closing Date and the delivery of the Software Product and Software Materials to Purchaser and the execution of this Agreement. 1 Transfer of Software Materials and Contents.

Developer shall transfer all content documents templates and other source or object code the Software Materials that comprise the Software Product. Developer shall provide technical assistance and training in the use and operation of the Software Product as well as specific support in aiding Purchaser in the operation of the Software Product. Developer shall transfer all except for Developers Proprietary Material defined below contained in the Software Product. Purchaser shall hold all rights title and interest in and to the Software Product. Specifically but without limitation Purchaser 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. Developer shall not do anything that may infringe upon or in any way undermine Purchasers rights title and interest in the Software Product as described in this Paragraph 4. Notwithstanding the above Developer shall retain all intellectual property rights in any and all text images or other components and or materials owned by Developer or which Developer has the legal right to use including but not limited to software related documentation marketing material logos and tag lines Developers Proprietary Material which has been exempted Exemptions from this Agreement according to the attached Specifications. 2. Delivery Dates and Milestones. Developer will use reasonable diligence in the transfer of the Software Materials and endeavor to deliver to Purchaser all Software Materials or any other obligation set forth in the Specifications no later than delivery date. Purchaser 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. In the event that Closing Date is agreed upon the Closing Date shall be the date upon which all obligations must be met by both parties under this Agreement. 3. Compensation. For all of Developers services under this Agreement Purchaser shall compensate Developer in cash pursuant to the terms of Exhibit attached hereto. In the event Purchaser fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Developer has the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement remove equipment owned by Developer whether leased to Purchaser by Developer or not and any Developers personnel or staff from Purchasers location bring legal action or Developer may suspend development training transfer of Software Product or intellectual property or any other obligations under this Agreement and Purchaser shall be responsible for any schedule changes required and additional financial impact suffered due to failure to compensate Developer under this Agreement.

4. Confidentiality. Purchaser and Developer acknowledge and agree that any Specifications and all other documents and information related to the engagement of marketing or advertisement development of products or practices the Confidential Information will constitute valuable trade secrets of each party. Both parties shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without the others 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 in any advertising medium or channel. 5. General Provisions. 5 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. 5 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. 5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns provided that neither party assigns any of their obligations under this Agreement without the others prior written consent.

5 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. 5 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. 5 Right to Withhold Content and Creative Services. In the event that single party fails in its obligations as set forth on Exhibit within the time prescribed in Exhibit the other party has the right to withhold further promotion content and Services performed for or on behalf of the other party until such obligations are met.

5 Indemnification. Both parties warrant that everything they give one another to use in fulfillment of Specifications is legally owned or licensed. Both parties agree to indemnify and hold harmless one another from any and all claims brought by any third party relating to any aspect of the content and Services including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by either partys products services material supplied copyright infringement and or defective products sold via the advertising or Services of either party. 5 Confidentiality and Disclosure of Authorship or Ownership. Unless otherwise agreed upon in the Specifications Developer acknowledges that Developer permanently and completely waives all right to claim ownership or authorship of the Software Product and may not disclose now or in the future said authorship or ownership in the Software Product except in the case where such claim to ownership and authorship has been made freely and publicly available prior to entering into this Agreement. Purchaser and Developer acknowledge and agree that the Specifications and all other documents and information related to the development of the Software the Confidential Information will constitute valuable trade secrets of Developer. Purchaser 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. 5 Limited Warranty and Limitation on Damages. Developer warrants that the Software will conform to the Specifications. If the Software does not conform to the Specifications Developer shall be responsible to correct the Software without unreasonable delay at Developers sole expense and without charge to Purchaser to bring the Software into conformance with the Specifications. This warranty shall be the exclusive warranty available to Purchaser. Purchaser waives any other warranty express or implied. Purchaser acknowledges that Developer does not warrant that the Software will work on all platforms. Purchaser acknowledges that Developer will not be responsible for the results productivity or any other measurable metric not specified in Exhibit obtained by Purchaser on the Software. Purchaser 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 Developer as set forth in Exhibit attached hereto. Developer will monitor the reliability and stability of the Software for period of up to thirty days to ensure that it performs in accordance with the Specifications. If modifications are required at any time Developer will confer in good faith with Purchaser 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 Developer from its obligations to ensure that the Product continues to conform to the Specifications and compensation estimates as specified in Exhibit A. 5. 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.

5. 11 Right to Interrupt Services Labor or Removal of Software Resources. In the event Purchaser fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit Closing Date Developer has the right to interrupt services labor or removal of software resources until payment in full is paid plus accrued late charges of 2% per month. 5. 12 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 Developer Initials Purchaser Initials