Legal Contract Templates Software Co-development Contract

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.

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

Writing the Software Product Inclusion Contract document (alternate or related contract document)

SOFTWARE INCLUSION 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 Company 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. Recitals Licensee desires to license Software the Software from Company to be redistributed and included in product released by Licensee the Product or Licensees Product in accordance with the terms of this Agreement and as outlined in Exhibit the Specifications attached herein. Agreements In consideration of the mutual covenants set forth in this Agreement Company and Licensee hereby agree as follows.

1. Scope of Inclusion. Company grants to Licensee its agents successors or assigns those for whom Licensee is acting and those acting with its authority and permission Limited License to use install and sublicense to others one single copy of the Software and is granted the Limited right and permission to distribute the Software according to the Specifications set forth in Exhibit to third party the Sublicensee All such sublicenses must be accompanied by an unabridged copy of this license Agreement and must present this license Agreement to each Sublicensee for acceptance prior to any installation of the Software in any format. Licensee is solely responsible for all damages expenses fees or costs associated or in connection with any activities under this Agreement. Licensee may not appoint subdistributors or transfer this Agreement under any circumstance. Under no circumstances may Licensee quote separate fee for or value ascribed to any component of the Software provided to Licensee by Company under this Agreement. 2. Compensation. The Licensee will pay Company the following license fees under this Agreement as outlined in Exhibit the Payment Terms 3. Copyright Notices and Terms. Licensees Product may only be copyrighted in whole or in part so long as Companys rightful copyright notice are displayed and credited and copy of this license Agreement is included with Licensees Product. Failure to display Companys copyright notices will constitute breach in this Agreement. 4. Presentation of Copyright License and Terms of Use.

The Software may only be included in Licensees Product for distribution so long as this license Agreement and any other licenses terms of use agreements or other documentation required by Company is presented to the Sublicensee in manner which the Sublicensee can agree to. Acceptable formats will include the presentation of the license Agreement in format that the user is required to click on an agree button prior to the installation of the Software or any other format agreed upon in the Specifications. 5. No Additional Licenses. Company does not grant Licensee the right to use Companys name logo graphics text testimonials quotes or other Company owned material in connection with Licensees Product other than the inclusion of the Software and presentation of this Agreement unless otherwise agreed upon in the Specifications. Licensee acknowledges that Company retains all rights interest and ownership in the Software. At no time will Licensee attempt to derive or be able to assert any title or interest in the Software other than the rights and licenses granted under this Agreement. 6. Reverse Engineering. Licensee may not modify disassemble decompile or otherwise reverse engineer the Software or any component thereof at any time. 7. Termination. Either party may terminate this Agreement at any time for any reason with or without notice. Upon termination of this Agreement all rights granted to Licensee herein shall immediately cease and Licensee must immediately cease distribution of the Software and remove all copies of the Software from circulation where applicable.

8. Risk of Use. Licensee acknowledges that the Software or any component therein may produce unexpected results or errors and may not be suitable for all platforms computers systems or otherwise. Use of the Software by Licensee or any Sublicensee is at their own risk. 9. No Responsibility for Loss. Company is not responsible for any down time lost files improper links or any other loss that may occur during the installation or use of the Software. 10. Indemnification. Licensee agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the Software including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Software copyright infringement or Licensees Product. Further Licensee agrees to indemnify Company from responsibility for problems disruptions caused by third party services or tools that Licensee may use such as installation software demos trials delivery systems servers merchant accounts shopping carts shipping hosting services real time credit card processing and other services that relate to the distribution delivery and inclusion of Companys Software in Licensees Product. 11. Export Law.

Licensee acknowledges that the Software and its inclusion in Licensees Product are subject to United States export control laws and regulations. Licensee agrees not to export any Software component or other material owned by Company whether directly or indirectly to any country or end user that is subject to United States export restrictions. Licensee shall not import Software into any country except as permitted by the laws and regulations of the applicable country. 12. 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. 13. 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. 14. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of Licensee and to Licensees successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Company of any of its rights or obligations hereunder to any third party without Licensees prior written consent. 15. Disputes. 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 Company Initials Licensee Initials

Writing the Software Testing Plan document (alternate or related contract document)

Software Testing Plan STP THE STP PROJECT DOCMENT TITLE Author Title company name current date Document Version Control Information V 1. 0

1. Introduction 1 Purpose of this document Objectives Insert the purpose of this document its objectives and its intended audience. 1 Scope of document Insert description of the scope of this Software Testing Plan 1. 21 Scope Constraints

Insert constraints such as schedules costs interactions overview or any other information relevant to the testing of the development requirements. 1 Overview Insert an overview or brief description of the product software or other desired end result that is being tested under this Software Testing Plan. 1 Business Context Insert an overview of the business or organization desiring the development of this project. Include the business or organizations mission statement and its organizational goals and objectives. Note. If you have already completed Software Requirements Specification the majority of this material is copied verbatim from that document. The purpose of this preamble is to familiarize staff recently attached to the testing portion of project who may not have been present or involved with earlier stages of the project. 1 Testing Strategy Insert general overview of the strategy and plan for meeting the testing deliverables. Describe the levels of testing that will need to take place and the type of testing activities. more detailed outline will be provided further on in this document. If there are specific tests that need to follow their own STP you can describe them in an additional document separate from this main document. A Testing Strategy Outline will include.

* The individual items to be tested * The purpose for testing those items * The individual features to be tested * The individual features NOT to be tested * The managerial and technical approach to testing * The criteria for pass and failure of testing

* The individual roles or responsibilities of participants in testing * The milestones and deliverables required for testing * The schedules and timelines for individual tests or the Software Testing Plan as whole * The risk assumptions and constraints placed upon the Software Testing Plan. 1 References and Reference Material

Insert list of all reference documents and other materials related to the Software Testing Plan. References will often include but are not limited to. * Software Requirements Specifications * Software Development Plan * Software Quality Assurance Plan * Software Management Plan

* Project Outline and Management Plan 1 Documentation Items Insert references to documentation including but not limited to. * Software Requirements Specification SRS * Software Design Specification SDS

* Software Development Plan SDP * Software Installation Guide * Software Users Guide * Software Features Guide * Software Bug Error Correction or Defect Removal Guide 2. Items to be Tested 2 Program Modules Insert description of the testing to be performed for each module that the software contains.

2 Job Control Procedures Insert description of the procedures to be followed for testing the job control language JCL including scheduling for production control and all job sequencing. This section should include all the relationships between the above mentioned items in the Program Modules section. 2 User Procedures Insert description of the testing to be conducted on user documentation and support resources online or printed to ensure that they are complete and comprehensive. 2 Operator Procedures Insert description of the testing procedures to be conducted to ensure that the software can be run and supported within production environment as intended and that any Help Desk or other support services outlined in the plan can be verified as effective and meeting the intended support outcomes as outlined in the goal of the Software Testing Plan. 2 Features to be Tested Insert the objectives and requirements for features that are being tested in this Software Testing Plan. 2 Features Not to be Tested

Insert the objectives and requirements for features that are NOT being tested in this Software Testing Plan 3 Approach Insert the objectives and requirements for the overall approach to testing. The approach should cover such major tasks as the identification of time estimates for each element of the Software Testing Plan. Identify the different types of testing and describe their testing methods and the criteria for evaluating such testing. Your Software Testing Plan may contain several different approaches for certain elements. 3 Component Testing Insert the objectives and requirements to verify the implementation integrity and functionality for single unit component module or group of individual software elements or components. Component Testing is performed to verify that the individual component or group of components is complete and functioning as intended. 3 Integration Testing Insert the objectives and requirements to verify the implementation integrity and functionality for combined units such as individual software units components or group of individual software elements or components that has been combined with hardware elements. Integration testing is important to ensure that the software is functional as whole within the environment it is intended to run. The Integration Testing is performed to ensure that all operational requirements are met.

3 Conversion Testing Insert the objectives and requirements for testing that all historical data elements convert or are compatible with the new system. Conversion testing is required only if the software is an upgrade of an older system or will use or manipulate data from other systems. 3 Job Stream Testing Insert the objectives and requirements for testing that the software operates correctly in the production environment. 3 Interface Testing Insert the objectives and requirements for testing that the software operates correctly with all user interface and input systems.

3 Recovery Testing Insert the objectives and requirements for testing that the softwares recovery and restore operations function correctly and all backup systems and procedures work as intended in the production environment. 3 Performance Testing Insert the objectives and requirements for testing that the software operates correctly in regards to normal operation response and execution times scalability portability and all other performance requirements within the production environment. 3 Regression Testing Insert the objectives and requirements for testing that any changes applied to the software do not affect functions previously tested. 3 Acceptance Testing Insert the objectives and requirements for testing that the software or system meets all criteria and deliverables. The Acceptance Testing is important to ensure that all requirements are met and that all components modules hardware requirements and recovery and restore operations function in the production environment and that plan exists to demonstrate such functionality for customer. 3. 10 Alpha Beta and Release Candidate RC Testing

Insert the objectives and requirements for testing that will be done by customer to verify that the software meets all deliverables and requirements from the Software Requirements Specifications SRS or the Software Development Plan SDP and to detect any errors bugs or defects in the software. 4. Pass and Failure Criteria This section describes the criteria to determine whether specific item has passed or failed particular test. 4 Criteria for Suspension This section will describe the criteria for suspending an individual element or group of elements for particular testing activity. 4 Criteria for Resumption of Testing This section will describe the criteria for resuming testing for an individual element or group of elements that has been previously suspended.

4 Criteria for Approval of Testing This section will describe the criteria for acceptance and approval for an individual element or group of elements. 5. Testing Process and Methods Insert the specific testing process and methods to be used in performing each testing activity. In this section you will describe and define each type of test that the Software Testing Plan contains. You may attach additional exhibits to this section if your testing plan requires them. 6. Test Deliverables Insert the specific deliverables and documents that are to be delivered from the testing process. Test deliverables may include incremental data or data derived from incomplete tests. Typical test deliverables include but are not limited to. * Individual Test Element or Module Summary Reports * Group Element or Module Summary Reports

* Individual and Combined Test Logs * Test Metrics and Benchmark Reports * Test Input and Output Reports * Test Incident Reports 7. Testing Task and Requirements List A description of tasks and the skills required for performing testing as part of the deliverables. Examples.

7 Task Name Insert description here. 7 Responsibility for Task Insert description here. 7 Resources Required for Task Insert description here.

7 Schedule or Timeline for Task Insert description here. 8. Testing Hardware and Environmental Requirements List A description of the hardware and environmental requirements for performing testing as part of the deliverables. Examples.

8 Hardware Requirement Name Insert description here. 8 Software Requirement Name Insert description here. 8 Security Resources Requirement Name Insert description here. 8 Specific Tools Requirement Name Insert description here.

8 Specific Documentation Requirement Name Insert description here. 8 Specific Risks and Assumptions Insert description here. Focus on restraints such as resource availability time constraints staff and developer availability and all other external factors that can influence testing. 8. 61 Risk and Assumption Contingency Plan Insert description of the contingency plan for each item listed above. 9. Change Request and Management

A description of the Software Testing Plan change request and change management procedure. Describe the process that must be followed for submission review and authorization for all requests for change to the Software Testing Plan or any change to any part of the deliverables. 10. Approval for Software Testing Plan A description of the personnel authorized to approve the Software Testing Plan. Their Name Title and signature must accompany this document. approved approver Title Date when the contact was signed

approved approver Title Date when the contact was signed approved approver Title Date when the contact was signed approved approver Title Date when the contact was signed

11. Appendices A description of all other supporting information required for the understanding and execution of the Software Testing plan and requirements. All Software Testing Plan documents require the following two appendices. 11 Definitions Acronyms Abbreviations A description of the definition of important terms abbreviations and acronyms. This may also include Glossary of terms. 11 References A listing of all citations to all documents and meetings referenced or used in the preparation of this Software Testing Plan and testing requirements document.

Customer Initials Developer Initials