Legal Contract Templates Software Joint Venture Development Agreement

How do you write a Software Joint Venture Development Agreement document?

SOFTWARE JOINT VENTURE AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Developers and company name Customer General Provisions A. Business Purpose. Insert the General Summary of this Joint Business Venture. B. Business Scope. Insert the General Scope of Activities covered by the Joint Venture Agreement.

C. Developers desire to enter into this Joint Venture Agreement with Customer pursuant to the terms and conditions set forth in Exhibit attached hereto the Specifications Definitions Joint Venturers shall mean all parties listed in the Specifications who are participating in the Joint Venture Agreement and their respective assignees and agents. Sales Activity shall mean all gross sales that occur because of or arising out of Affiliates made on behalf of this Joint Venture Agreement. Deliverables shall mean all Software or Services provided by either party as set forth in the Specifications and subject to Developers Proprietary Rights documentation or other materials required to be delivered by either party 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 either party on or before specific date. Affiliate shall mean any person or entity that conducts sales activity on behalf of one of the parties and is paid directly by one of the parties. Joint Profits shall mean income derived out of this Joint Venture Agreement pursuant to the terms of Exhibit that pertains to Federal or State income tax purposes as determined by the fiscal year the income was derived in. Joint Loss shall mean any loss incurred by the Joint Business Venture pursuant to the terms of Exhibit that pertains to Federal or State income tax purposes as determined by the fiscal year the income was derived in.

Capital Contribution shall mean contribution by one or more of the parties in cash property or any additional capital contribution made on behalf of this Joint Venture Agreement. Source Code shall mean the readable forms together with make and build files. 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 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 that includes 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. 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 document that may be viewed in its entirety on the Web. Web Site shall mean collection of interrelated Web pages or documents accessible through Web page browser interface or any other similar successor technology.

Developers Proprietary Material shall mean all intellectual property rights in any text images or other components and or materials owned by Developers or which Developers have the legal right to use that are delivered to Customer including but not limited to software related documentation source code scripts object code logos graphics or tag lines. Customers Proprietary Material shall mean all intellectual property rights in any text images or other components and or materials owned by Customer or which Customer has the legal right to use that are delivered to Developers including but not limited to software related documentation Customer marketing material logos graphics or tag lines. Developer 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 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 Software that is normally provided by Developers as part of their deliveries to their customers. Development Activities shall mean any activities undertaken by Developers in the development of the Software and Documentation satisfying the Specifications pursuant to this Agreement. Enhancements shall mean error corrections bug fixes modifications and updates not included in the Specifications with respect to Software or related services. Milestone shall mean each development or Deliverable reached by Developers and agreed upon in writing between Developers and Customer. 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. Obligations of the Joint Venturers. Developers shall be responsible for the following operations and decisions pertaining to the Joint Business Venture and shall be compensated for providing various services pursuant to Exhibit The Compensation. Insert Developer Business Venture Obligations here. Customer shall be responsible for the following operations and decisions pertaining to the Joint Business Venture and shall be compensated for providing various services pursuant to Exhibit The Compensation. Insert Customer Joint Business Venture Obligations here.

1 Rights of Joint Venturers. Developers shall have complete and exclusive control or authority over the management of the following areas of responsibility. Insert Developers Area of Control. Any action taken that binds the Joint Business Venture to legal obligation debt or third party agreement shall be managed by Developers in good faith and to the best of their ability. Developers shall have no ability to specifically act for or to bind Customer individually to legal obligation debt or third party agreement. Customer shall have complete and exclusive control or authority over the management of the following areas of responsibility. Insert Customer Area of Control. Any action taken that binds the Joint Business Venture to legal obligation debt or third party agreement shall be managed by the Customer in good faith and to the best of its ability. Customer shall have no ability to specifically act for or to bind Developers individually to legal obligation debt or third party agreement. 2. Specifications. Developers agree to develop the Software pursuant to the Specifications set forth in Exhibit attached hereto the Specifications

3. Delivery Dates and Milestones. Developers will use reasonable diligence in the development of the Software and endeavor to deliver to Customer operational Software no later than delivery date. Customer acknowledges however that this delivery deadline and the other payment milestones listed in Exhibit are estimates and are not required delivery dates unless otherwise noted in the Specifications. Deliverables defined as Critical Deliverables shall be outlined in Exhibit and shall contain the delivery date and terms of delivery of the Critical Deliverable. Developers will retain the Source Code for the Software and provide Customer with the output formats only. The output is to be used only within the scope of the Software as outlined in Exhibit and does not include the following. replication duplication or otherwise copying the Software in any form not authorized by Developers; creating new Software based on the code its functions or other Proprietary Rights as outlined in Paragraph 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 Software Developers shall hold all rights title and interest in and to the Software. Specifically but without limitation Developer shall hold all rights title and interest in and to all text graphics animation audio components and digital components of the Software the Content all interfaces navigational devices menus menu structures or arrangements icons help and other operational instructions and all other components of any source or object computer code that comprises the Software; all literal and nonliteral expressions of ideas that operate cause create direct manipulate access or otherwise affect the Content; and all copyrights patents trade secrets and other intellectual or industrial property rights in the Software or any component or characteristic thereof. Customer shall not do anything that may infringe upon or in any way undermine Developers rights title and interest in the Software as described in this Paragraph 4. Notwithstanding the above Customer shall retain and Developer shall have no Proprietary Rights whatsoever in all of Customers intellectual property rights in any and all text images or other components and or materials owned by Customer or which Customer has the legal right to use that are delivered to Developers including but not limited to software related documentation Customer marketing material logos and tag lines Customers Proprietary Material Developers agree that they will not use Customers Proprietary Material for any other purpose than those expressly set forth in this Agreement. 5. Software Development. Software Development and Services described here are provided for Linux Windows Macintosh Sun Solaris UNIX systems only unless otherwise specified. Unless otherwise agreed upon by Developers and Customer any modifications required to the Software code or other component related to its operation that are result of third party changes to resources required by the Software shall be considered ADDITIONAL and will fall outside of the Specifications. Third party modifications may include but are not limited to. patches fixes security flaws errors updates upgrades or any other changes to third party operating systems plug ins or any required resources not created by Developers. 6. Specific Enhancements.

Developers and Customer acknowledge that at some time during the Term of this Agreement that enhancements to the Software that fall outside of the scope of the Specifications may be proposed by either Developer or Customer. Upon such proposal Developers shall confer in good faith with Customer concerning the feasibility of developing such enhancements and the time frame for developing testing and incorporating such enhancements. Developers and Customer shall mutually agree in writing as to whether Developers shall pursue the development of such enhancements and if so which party will fund such development. The Specifications will be amended to include such enhancements. 7. Backups and Redundancies for Development. Developers will maintain off site storage of all stages of the Source Code and other backup media related to this Agreement to ensure Software integrity and protection and will be responsible for setting up daily procedure for backing up all data. Developers agree to update all backups of code on daily basis unless otherwise agreed upon in the Specifications. Backups will be maintained for one year from the acceptance date of the project. 8. Acceptance. The terms and conditions contained in this Section will apply to the initial release of the Software as well as to subsequent release upgrades enhancements or any other version thereof. Customer shall evaluate any beta or final version of each Deliverable and shall submit an acceptance or rejection to Developers within Insert Number of Days days after Customers receipt of an agreed upon transmission of each Deliverable. 9. Testing and Quality Assurance.

How to write my 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

How to write my Joint Business Entity Agreement document (alternate or related contract document)

JOINT BUSINESS FORMATION AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Developers Agent Agent and company name Customer General Provisions A. Business Purpose. Insert the General Summary of this Joint Business Venture. B. Business Scope. Insert the General Scope of Activities covered by the Joint Venture Agreement. C. Developers desire to enter into this Joint Venture Agreement with Customer pursuant to the terms and conditions set forth in Exhibit attached hereto the Specifications

Definitions Joint Venturers shall mean all parties the parties listed above who are participating in the Joint Venture Agreement and their respective assignees and agents. Business Interest shall mean the ownership in the business entity created to facilitate the ownership in the Joint Venture under this Agreement. Sales Activity shall mean all gross sales that occur because of or arising out of Affiliates made on behalf of this Joint Venture Agreement. Affiliate shall mean any person or entity that conducts sales activity on behalf of one of the parties and is paid directly by one of the parties. Joint Profits shall mean income derived out of this Joint Venture Agreement pursuant to the terms of Exhibit that pertains to Federal or State income tax purposes as determined by the fiscal year the income was derived in. Joint Loss shall mean any loss incurred by the Joint Business Venture pursuant to the terms of Exhibit that pertains to Federal or State income tax purposes as determined by the fiscal year the income was derived in. Capital Contribution shall mean contribution by one or more of the parties in cash property or any additional capital contribution made on behalf of this Joint Venture Agreement. Bad Faith shall mean malicious motive or an action taken on the part of one or more of the parties to this Agreement.

Final Net Profits shall mean the remaining cash distribution owed to the parties subject to their respective distribution allotment. Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Developers hereby agree as follows. 1. Purpose of Joint Venture Formation. The purpose of this Joint Business Formation Agreement is to form business entity to acquire and hold the business interests of both parties in common and to provide the capital and finances required for its acquisition. Pursuant to the terms and conditions set forth in this Joint Business Formation Agreement each party listed shall own portion of the new business entity as outlined in Sec. Contributions. The Joint Venturers shall appoint an agent who shall also be party to this Agreement and will hold each portion of the business interest for the benefit of each of the Joint Venturers of which the Agent is part.

2. Contributions. The Agent certifies that it has received the following contributions from each of the Joint Venturers. Name of Party Contribution Amount company name company name Agent 3. Acquisition of Business Interest. The Agent is authorized to form the following business entity Insert business entity name and type here e. g. S Corporation Corporation LLC etc. and to hold in their name but on behalf of the Joint Venturers the business interest. Agent shall be authorized by the Joint Venturers to pay sum of Insert amount for the formation of the business entity.

4. Profits from Business Entity. The Agent shall hold and distribute any and all net profits as defined in Sec. from the Joint Venture for the term of this Agreement and as long as the Joint Venturers are the owners in common of the business interest and for the benefit of the Joint Venturers as follows. Name of Party Distribution company name company name Agent 5. Net Profit Calculations and Determination. All net profit calculations and determination of disbursements shall be subject to the following. Insert how profits shall be calculated and which expenses are legitimate in determining such. Agent shall pay net profits unless specified otherwise as cash distributions subject to the distribution percentage allocated in Sec. 4.

6. Liability of Parties. Developer shall have no ability to specifically act for or to bind Customer individually to legal obligation debt or third party agreement. Customer shall have no ability to specifically act for or to bind Developers individually to legal obligation debt or third party agreement. Agent shall be liable for any and all actions taken by Agent that are considered to be taken in bad faith or through willful misfeasance. No person business or entity other than the Joint Venturers shall have rights whatsoever under this Joint Business Venture Agreement. 7. Agent Compensation. Unless otherwise agreed upon in writing Agent shall receive no monetary compensation for any and all services rendered by the Agent under this Agreement. 8. Term of Agreement. The Term of the Agreement shall commence on the date of this Agreement and shall terminate upon the following events. the distribution of any final net profits accrued under the business interest; or a mutually agreed termination of this Agreement by all parties to this Agreement.

9. Confidentiality. All parties acknowledge and agree that any Specifications and all other documents and information related to the Joint Venture and business interest the Confidential Information will constitute valuable trade secrets. All parties shall keep the Confidential Information in strict confidence and shall not at any time during or after the term of this Agreement without prior written consent of all parties disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. 10. General Provisions. 10 Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties relating to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto. 10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court.

10 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Joint Venturers and their respective successors and assigns. No party may assign any of their obligations under this Agreement without prior written consent by the Joint Venturers. 10 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 10 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 10 No Right to Assign. Customer has no right to assign sell modify or otherwise alter the insert description of what is being developed except upon the express written advance approval of Developers whose consent can be withheld for any reason. 10 Indemnification.

All parties agree to indemnify and hold harmless all parties to this Agreement from any and all claims 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 profits paid as set forth in Sec. 4. 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. 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. All 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 Agent By signator authorized signature or signer. Job title of signator authorized signature or signer.

Date when the contact was signed Customer Initials Developers Initials Agent Initials