How to write my Software Co-development Contract document

PRODUCT CO DEVELOPMENT AND PROMOTION AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer Recitals Customer and Company desire to co produce new product the Software Product or the Co produced Product using combination of existing software products created or owned by each respective party and in adherence with the proposed development plan the Specifications as set forth in Exhibit B. Customer and Company desire to exchange advertising and links and cross promote one another using variety of marketing and advertising services the Services as set forth in Exhibit B. Agreements In consideration of the mutual covenants set forth in this Agreement Company and Customer hereby agree as follows.

1. Creation of New Software Product. Company shall make available select content documents templates and other source or object code the Content for inclusion into new Software Product using Customers Insert Customers contribution to the Co development project Customer shall provide technical assistance in the use of the product as well as specific support in aiding Company in the development of the Software Product. 1 Advertising and Promotion. Customer shall arrange for the placement of advertising and promotion of Company and agrees to fulfill the following duties. 1. Customer will offer the product on all point of sales or any other outlet agreed upon under this agreement. 1. Company will offer the product on their point of sales and any other outlet agreed upon under this agreement.

1. Compensation rates will vary according to Exhibit A. 2. Specification and Services Completion. Advertising and Marketing Material shall mean any programming coding graphic design linking or other collateral required by either party to fulfill its obligations under the Specifications. Both parties will use reasonable diligence in any development and promotion Advertising and Marketing Material and endeavor to complete all agreed upon materials in timely manner. Both parties acknowledge that any delivery deadline communicated between parties shall be an estimate and is not required delivery date. Both Customer and Company shall retain all intellectual property rights in any logos graphics text images or other components owned and transmitted to either party for use in fulfillment or creation of Advertising and Marketing Material. Each party shall develop the Advertising and Marketing Material according to and in adherence to any guidelines styles or style guides that each party makes use of. 2 Survivability of Products and Compensation. In the event that either party decides to terminate this agreement each party shall continue to have the right to distribute the existing product through their normal sales channels and according to the compensation provisions set forth in Exhibit A. Neither party will have any right to decompile copy reverse engineer or otherwise continue development on the Co produced Product.

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Document Length: 4 Pages

Usage: Co-development agreement

The Software Co-development Agreement is used when two companies are intending to produce and market a software product jointly by using existing software components each already owns.

 

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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 do you write a Software Co-development Contract document?

PRODUCT CO DEVELOPMENT AND PROMOTION AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer Recitals Customer and Company desire to co produce new product the Software Product or the Co produced Product using combination of existing software products created or owned by each respective party and in adherence with the proposed development plan the Specifications as set forth in Exhibit B. Customer and Company desire to exchange advertising and links and cross promote one another using variety of marketing and advertising services the Services as set forth in Exhibit B. Agreements In consideration of the mutual covenants set forth in this Agreement Company and Customer hereby agree as follows.

1. Creation of New Software Product. Company shall make available select content documents templates and other source or object code the Content for inclusion into new Software Product using Customers Insert Customers contribution to the Co development project Customer shall provide technical assistance in the use of the product as well as specific support in aiding Company in the development of the Software Product. 1 Advertising and Promotion. Customer shall arrange for the placement of advertising and promotion of Company and agrees to fulfill the following duties. 1. Customer will offer the product on all point of sales or any other outlet agreed upon under this agreement. 1. Company will offer the product on their point of sales and any other outlet agreed upon under this agreement.

1. Compensation rates will vary according to Exhibit A. 2. Specification and Services Completion. Advertising and Marketing Material shall mean any programming coding graphic design linking or other collateral required by either party to fulfill its obligations under the Specifications. Both parties will use reasonable diligence in any development and promotion Advertising and Marketing Material and endeavor to complete all agreed upon materials in timely manner. Both parties acknowledge that any delivery deadline communicated between parties shall be an estimate and is not required delivery date. Both Customer and Company shall retain all intellectual property rights in any logos graphics text images or other components owned and transmitted to either party for use in fulfillment or creation of Advertising and Marketing Material. Each party shall develop the Advertising and Marketing Material according to and in adherence to any guidelines styles or style guides that each party makes use of. 2 Survivability of Products and Compensation. In the event that either party decides to terminate this agreement each party shall continue to have the right to distribute the existing product through their normal sales channels and according to the compensation provisions set forth in Exhibit A. Neither party will have any right to decompile copy reverse engineer or otherwise continue development on the Co produced Product.

2 Notification of Termination. In the event that either party decides to terminate this agreement the terminating party shall give sixty days prior written notification via registered mail of their intent to terminate this agreement. 3. Compensation. For all Services under this Agreement Customer and Company shall compensate one another in cash pursuant to the terms of Exhibit attached hereto. In the event either party fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit either party reserves the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement; withhold all materials Services or content from the other party; bring legal action. 4. Confidentiality. Customer and Company 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 its 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 Use of Services and Creative Content for Promotional Purposes. Both parties may advertise use or otherwise promote the creative content description of Services performed results of Services and campaign data as they see fit for promotional purposes. 5 Placement of Tracking Codes. Both parties may use tracking codes URLs or other IDs to evaluate the effectiveness of any and all advertising. 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 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 Company Initials Customer Initials

How do you write a Project Change Request Form (During Maintenance) document? (alternate or related contract document)

company name Change Order company name address address city state or province zip or postal code Phone phone number Fax fax number DATE. current date

Order contract reference number Bill To. company name address address city state or province zip or postal code Phone phone number Fax fax number For.

Invoice. Product and or Service Billing. Hourly. hourly rate Fixed Rate. FixedRate Other.

Please provide detailed description of the changes that you would like made to your project. Be as specific as possible. Provide the exact page frame location on the page frame and what corrections need to be made. To avoid duplication and confusion please list all of your corrections on this form. You may attach additional forms as necessary. Agreements PAYMENT TERMS. Net days. 1. 5% Interest monthly on accounts past due days. ACCEPTANCE OF AGREEMENT. The above prices specifications and conditions are hereby accepted. The designer is authorized to execute the project or provide software as outlined in this Agreement. Payment will be made as proposed above. Clients signature Title

Writing the Exhibit B (Specifications) document (alternate or related contract document)

EXHIBIT B SPECIFICATIONS The project will contain the following components and or services. A. Describe each deliverable to be included in the project per the terms of the contract and proposal

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 Software License and Royalty Agreement document (alternate or related contract document)

LICENSING AND ROYALTY AGREEMENT This Licensing Agreement the Agreement is entered into this current day day of current month current year by and between company name state or province company hereafter Licensee and company name hereafter Licensor Recitals 1 The Licensee desires to license content from the Licensor in the following areas of media and design. Insert description of media areas and design.

2 Licensor desires to participate in collaborative collective work and has agreed to provide content and media for the Licensee to be distributed released in collection under the Licensee Name and Brand. Agreements In consideration of the mutual covenants set forth in this Agreement Licensor and Licensee hereby agree as follows. 1. Licensed Content. Licensor grants to Licensee its agents successors or assigns those for whom Licensee is acting and those acting with its authority and permission the absolute and right and permission to copyright use re use publish and republish recordings copies reproductions digitally sampled and or reconstructed versions of Licensors DVD CD ROM VHS VHS DV Mini DV SWF Fla Digital Artwork and other Media submission in whole or in part including but not limited to any and all animation music video narrative shorts features and trailers in whatever form submitted collectively the Content in any advertising display or product including software releases derivative or ancillary products or works whether such products or works are now in existence or are hereafter created or acquired. Licensor and Licensee further agree that such right and permission has been granted to Licensee on an exclusive basis for use in the Software Graphics Market. Content Description. Insert description of the content to be licensed. 2. Usage. The Content may be copyrighted used and or published individually or in conjunction with other photography video works and recordings and in any medium including without limitation print publications public broadcast CD ROM format and for any lawful purpose including without limitation trade exhibition illustration promotion publicity advertising and electronic publication.

3. Waiver of Approval. Licensor waives any right that Licensor may have to inspect or approve the finished product or products or any advertising copy or printed matter that may be used in connection with such product or the use to which it may be applied. 4. Indemnification. Licensor releases discharges and agrees to hold harmless Licensee its agents successors or assigns and all persons acting under its permission or authority or those for whom it is acting from any liability by virtue of any distortion alteration digitization reconstruction or use in composite form whether intentional or otherwise that may occur or be produced in the recording and subsequent reconstruction of the Content or any other subsequent processing thereof as well as any publication of the resulting materials. 5. Warranties. Licensor warrants that Licensor is of legal age and has every right to contract in Licensors own name in this matter. Licensor further warrants that Licensor has the full right and authority to license the properties to Licensee as provided herein and agrees to indemnify and hold harmless Licensee from any and all expenses suits judgments damages and related costs and fees arising out of Licensors actions omissions negligence or otherwise under this Agreement. Licensor acknowledges that Licensor has read this Agreement prior to its execution and that Licensor is fully familiar with its contents. 6. Compensation.

The Licensee will pay Licensor for the following expenses incurred under this Agreement. Insert description of all expenses covered by the Agreement. 7. Independent Contractor. Nothing herein shall be construed to create an employer employee relationship between the parties. The consideration set forth above shall be the sole payment due to Licensor for services rendered. It is understood that the Licensee will not withhold any amounts for payment of taxes from the compensation of Licensor and that Licensor will be solely responsible to pay all applicable taxes from said payment including payments owed to its employees and subagents. 8. Confidentiality. In the course of performing services the parties recognize that Licensor may come in contact with or become familiar with information which the Licensee or its clients may consider confidential. This information may include but not limited to information pertaining to design methods pricing information or work methods of the Licensee as well as information provided by clients of the Licensee for inclusion in Web sites to be developed for clients which may be of value to competitors of the Licensee or its clients. Licensor agrees to keep all such information confidential and not to discuss what evolved any of it to anyone other than appropriate Licensee personnel or their delegates. The parties agree that in the event of breach of this Agreement damages may be difficult to ascertain or prove. The parties therefore agree that if Client breaches this Agreement Licensee shall be entitled to seek relief from court of competent jurisdiction including injunctive relief and shall be entitled to an award of liquidated damages. 9. Term of Agreement.

This Agreement shall begin on start date and shall terminate on end date unless terminated for any reason by either party upon thirty days prior written notice. 10. Communication. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited postage prepaid by first class regular mail addressed to the other partys last known address. 11. Entire Agreement. This Agreement constitutes the entire Agreement of the parties with regard to the subject matter hereof and replaces and supersedes all other agreements or understanding whether written or oral. No amendment extension or change of the Agreement shall be binding unless it is in writing and signed by all of the parties hereto. 12. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of Licensee and to the Licensees successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Licensor of any of its rights or obligations hereunder to any third party without the Licensees prior written consent. 13. Ownership Rights. All plans ideas improvements or inventions developed by Licensor during the term of this Agreement shall belong to the Licensee and or its clients for whom work is being performed as it relates to the Licensees core products and Intellectual Property. Licensor shall however retain the right to display works he creates for Licensee in their portfolio subject to Licensees written approval in advance said approval not to be unreasonably withheld.

14. 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. The prevailing party shall be entitled to recover its reasonable attorney fees and statutory costs. To any portion of this Agreement declared unenforceable that portion shall be construed to give it the maximum effect possible and the remainder of this Agreement shall continue in full force and effect. 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

Licensee Initials Licensor Initials

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 Mobile Software Development Contract document? (alternate or related contract document)

MOBILE 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 Mobile Software Mobile Software B. Customer desires to have Developers develop Mobile Software for it. C. Developers desire to develop Customers Mobile Software on the terms and conditions set forth in Exhibit attached hereto the Specifications

Definitions Deliverables shall mean the Mobile 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. 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. Mobile Software shall mean the Mobile Software program described in the Specifications that are to be developed by Developers including all Enhancements made under this Agreement.

Mobile Device shall mean all hand held touch screen or other portable devices on which the Mobile Software shall operate. full list of such devices shall be contained in Exhibit B. Mobile Browser shall mean device specific browser technology which the Mobile Software shall be displayed on or run from. full list of such devices shall be contained in Exhibit B. Product shall mean Mobile 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 Customers 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 malfunction or defect within the Mobile Software or within Deliverable that prevents that software 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. Mobile Network shall mean any network in which connection to the Internet is delivered through to Mobile Device. Mobile Plug ins shall mean all software required by Mobile Devices in order to run the Mobile Software. Specifications shall mean the specifications for the Product and Services attached to this Agreement as Exhibit which shall 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 Mobile 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. Mobile Site shall mean any collection of interrelated Web Pages or documents which have been specifically created or formatted for Mobile Devices or specifically for the Mobile Software. 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 Mobile 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 Mobile Software related documentation Customer marketing material logos graphics or tag lines. Developer Code shall mean all Developers Proprietary Material or Mobile 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 Developer 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 Mobile Software and which are normally provided by Developer as part of its deliveries to its customers.

Development Activities shall mean any activities undertaken by Developer in the development of the Mobile 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 Mobile 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 Mobile Software. Developers agree to complete the installation management documentation and development of the Mobile Software and Mobile Software based operations according to the compensation terms listed on Exhibit attached hereto. 2. Specifications. Developers agree to develop the Mobile 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 Mobile Software and endeavor to deliver to Customer operational Mobile 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 retain the Source Code for the Mobile Software and provide Customer with the output formats only. The output is to be used only within the scope of the Mobile Software as outlined in Exhibit and does not include the following. replication duplication or otherwise copying the Mobile Software in any form not authorized by Developers; creating new Mobile Software based on the code its functions or other Proprietary Rights as outlined in Paragraph 4; 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 Mobile Software Developers shall hold all rights title and interest in and to the Mobile 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 Mobile 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 comprise the Mobile 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 Mobile 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 Mobile 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 Mobile 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 purpose other than those expressly set forth in this Agreement. 5. Mobile Software Development. Mobile Software Development and Services described here are provided for Android iPhone Windows Mobile Sun and Linux Windows Macintosh Sun Solaris UNIX systems only unless otherwise specified. Insert device specific information here. Unless otherwise agreed upon by Developers and Customer any modifications required to the Mobile Software code or other component related to its operation that are result of third party changes to resources required by the Mobile 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.

6. Specific Enhancements. Developers and Customer acknowledge that at some time during the Term of this Agreement that enhancements to the Mobile Software 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 Mobile 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 Mobile Software as well as to subsequent releases upgrades enhancements or any other versions 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 Mobile Software 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 their testing by written test documents delivered to Customer. Developers will submit their test plans to Customer including list of all devices the Mobile Software is to be tested on 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 this 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 Mobile Software or any enhancement thereof unless Customer and Developers agree upon such action in writing. 10. Adherence to Schedule. If Developers fail to transmit 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 or 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 Mobile Software and Mobile Software problems. Developers will staff help desk with combination of phone and email support services from 9. am to 5. p. m. 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. Support relating to Mobile Networks or Mobile Devices may fall on the individual Mobile Network or Mobile Device Manufacturer. 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 remove any Developers Personnel or Staff from Customer location ; bring legal action; or suspend development of the Mobile Software in which case Customer 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 Mobile Software the Confidential Information will constitute valuable trade secrets of Developers. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Developers prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. 14. Limited Warranty and Limitation on Damages. Developers warrant that the Mobile Software will conform to the Specifications. If the Mobile Software does not conform to the Specifications Developers shall be responsible to correct the Mobile Software without unreasonable delay at Developers sole expense and without charge to Customer to bring the Mobile Software 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 Mobile 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 Mobile 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 Mobile Software for period of up to 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 including specific mobile devices or devices run on specific mobile networks and related Mobile Software as Customer and Developers may agree are reasonably necessary for such purpose. detailed list of such equipment requirements shall be included in Exhibit B.

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 Mobile 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 Mobile 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 Mobile Software until payment in full is paid plus accrued late charges of 2% per month. 17 Indemnification. Developers warrant that the Mobile 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 Mobile Software. If the Mobile Software does not conform to the Specifications as Customers sole remedy Developers shall be responsible to correct the Mobile Software without unreasonable delay at Developers sole expense and without charge to Customer to bring the Mobile 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 Mobile Software. Customer acknowledges that Developers are not responsible for fixing problems errors or omissions on the Mobile Software after Customer has tested proofed and approved the Mobile Software and either written approval has been given to Developers or the Mobile 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 on all or any part of the Mobile 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 Mobile Software that is related to their pre existing Developer 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 Mobile 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 Mobile Software. 17. 14 Transfer of Rights. In the event Developers are unable to continue maintenance and support of the Mobile Software non exclusive rights to the Mobile Software will be granted to Customer. This transfer shall not include the transfer of third party Mobile Software or tools used by Developers in the creation or maintenance of the Mobile Software or any part thereof. 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 Developers Initials

A Document from Contract Pack

The editable Software Co-development Contract template - complete with the actual formatting and layout is available in the retail Contract Packs.

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