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CD ROM DEVELOPMENT AGREEMENT THIS AGREEMENT is made this current day day of current month current year Commencement Date between company name address city state or province zip or postal code country Developer and company name Client and collectively referred to as the Parties. WITNESS Whereas Developer is in the business of offering Internet services relating to development of multimedia Digital media graphic design computer programming web sites and CD Rom presentations and is willing to provide services to Client on the terms and subject to the conditions set forth below; and Whereas Client desires to engage Developer and Developer desires to be engaged by Client to provide CD Rom presentation services on the terms and subject to the conditions set forth below. Now therefore the Parties hereby agree as follows. 1. Developer Services. 1. 1CD Rom.
CD Rom means such of CD Rom DVD PAL video and any other media format to which the parties elect to apply this Agreement. 1 Services. Developer agrees to provide Client with services for development of CD Rom presentation Presentation as set forth or described in Schedule hereto the Presentation Services and to provide Client with additional services if any set forth or described in Schedule hereto and mutually agreed upon in writing by the Parties the Additional Services The Presentation Services and the Additional Services are hereinafter referred to collectively as the Services. Client agrees that Developer is responsible only for providing the Services and Developer is not responsible for providing any services or performing any tasks not specifically set forth in Schedule or Schedule hereto. 2. Presentation Development and Transfer. 2 Specifications and Client Content. Developer in consultation with Client shall prepare detailed written specifications for the Presentation the Specifications The Specifications shall consist of among other things design for the Presentation flow chart of the pages for the Presentation programming and interactive feature requirements and the placement of any content or other materials which are to be incorporated into the Presentation. The Specifications shall be subject to any restrictions or limitations set forth in Schedule or Schedule F. The Specifications which have been mutually agreed upon by the Parties in writing shall be attached hereto as Schedule and Schedule F. If the Parties are unable to agree in writing to mutually acceptable Specifications after using good faith efforts on or before days after the Commencement Date either party may terminate this Agreement by providing written notice to the other party. Such termination shall not relieve Client from the obligation of paying Developer for all fees due and owing to Developer as of the date of such termination. 2 Delivery of Client Content. Client Content shall mean any materials provided by Client for incorporation in the Presentation including but not limited to any images photographs illustrations graphics audio clips video clips or text. Client shall deliver the Client Content to Developer in an electronic file format specified and accessible by Developer e. g. txt gif or as otherwise specified in the Specifications. Any services required to convert or input Client Content not set forth in the Specifications shall be charged as Additional Services. Client shall promptly deliver all Client Content to Developer as required by Developer. 2 Initial Version.
Upon Specifications being mutually agreed and upon Developers receipt of the Client Content and any fees called for in Schedule hereto Developer shall commence tasks associated with the development of the initial version of the Presentation Initial Version and notify the Client of the URL Uniform Resource Locator if any or other address of the Initial Version. If Client fails upon request or by the deadline set forth if any in Schedule to make the payment of any fees set forth in Schedule Developer may by written notice terminate this Agreement immediately keep Clients deposit if any and apply it towards any losses incurred by the Developer i discontinue all or any Services rendered by the Developer under this or any other Agreement up to that point in time including disabling any tracking hosting or other services and removing al web site resources if any. Developer shall use combinations of technology as Developer in consultation with the Client deems appropriate to develop the Presentation. 2 Revisions. 2. Client shall have days or such time as otherwise agreed by the Parties in writing from the date of written notice of completion of the Initial Version from Developer to review and request in writing from Developer revisions to the Initial Version. Upon receipt of such requests Developer shall use commercially reasonable efforts to implement such revision requests that are within the scope of and consistent with the Specifications. 2. If Client wishes to implement any revisions to the Presentation that deviate in any material respect from the Specifications Client shall submit to Developer written change order containing such revisions in detail and request for price quote for each change collectively the Change Order Developer shall promptly evaluate the Change Order and submit to Client for its written acceptance proposal for undertaking the applicable tasks and price quote reflecting all associated fees associated with Clients Change Order. Client shall have business days from receipt of such proposal to accept or reject Developers proposal in writing. If Client accepts Developers proposal to undertake the work necessitated by the Change Order then the Change Order as supplemented and or modified by Developers proposal shall amend and become part of the Specifications in Schedule and Schedule as appropriate and Schedule hereto Fee and Payment Schedule and Developer shall proceed to implement such revisions in accordance with the Specifications and Schedule and Schedule as so modified. 2. If Client has not made any requests for revisions by the end of days from the date of written notice of completion of the Initial Version from Developer or by such time as otherwise agreed by the Parties in writing or within business days from receipt of the Developers proposal contemplated in clause 2. then the Developers proposal shall be deemed accepted by Client Acceptance 2. Final Approval. final proof will be provided to Client prior to mass production or replication and or release of the CD Rom and identified to the Client as such. Client assumes full responsibility to make sure that the final proof is correct in all capacities including but not limited to. grammar spelling information content artwork copyright and functionality. Developer shall not be held responsible for errors or omissions.
2 Replication. 2. Upon Acceptance of the Presentation or Developers proposal as the case requires and payment of all fees called for in Schedule hereto Developer shall commence replication of the Presentation and endeavour to deliver to the Client an operational Presentation no later than days after acceptance. 2. Client must use Developer to replicate any additional Presentations produced on CD Roms and may not replicate the Presentation on or through any other medium. 2. Client may not replicate any of the multimedia or artwork owned by the Developer without the prior written permission of Developer. 2. Client agrees that there may be differences between printed artwork and screen proofs of artwork and artwork appearing on final mass duplicated CD Roms replicated under clause 2. hereof.
2. Reverse Engineering. Client may not decompile deconstruct or otherwise reverse engineer the Presentation whether in whole or in part without the Developers prior approval. 2. Project Backups Copies or Source Maintenance. Developer shall only be responsible for maintaining backups copies or other versions of any source or master files whether developed by the Developer or not for period of one year from the date of this Agreement. Client agrees to hold the Developer harmless from any damage loss of data theft or other event that may occur to any photographs source code master or other digital files digital media print outs documents or other Client Content given to Developer during the course of this Agreement. Client may arrange in writing for Developer to have copies to be maintained in escrow in the event Developer goes out of business cannot maintain copies of source or master files or as otherwise required by the Client. 2 Work Order Forms. Subsequent to the execution of this Agreement by the Parties in the event that Developer and Client agree that Developer is to perform additional tasks not in the original scope of Services hereunder then the Parties shall execute work order form each an Order Form in the form attached hereto as Schedule at which time its terms shall be incorporated into and shall become part of this Agreement and shall be subject to the terms and conditions hereof. 3. Proprietary Rights. 3 Proprietary Rights of Client.
As between Client and Developer Client Content shall remain the sole and exclusive property of Client including without limitation all copyrights trademarks patents trade secrets and any other proprietary rights. Nothing in this Agreement shall be construed to grant Developer any ownership right in or license to the Client Content except as provided in Clause of this Agreement. 3 Proprietary Rights of Developer. Subject to Clients ownership interest in Client Content all materials including but not limited to any computer software in object code and source code form script programming code data information or HTML script developed or provided or created by Developer or its suppliers under this Agreement with the exception of original elements of audiovisual displays created hereunder specifically for Client which shall be deemed to be part of Client Content and any trade secrets know how methodologies and processes related to Developers products or services shall remain the sole and exclusive property of Developer or its suppliers including without limitation all copyrights trademarks patents database rights trade secrets and any other proprietary rights inherent therein and appurtenant thereto collectively Developer Materials To the extent if any that ownership of the Developer Materials does not automatically vest in Developer by virtue of this Agreement or otherwise Client hereby transfers and assigns to Developer all rights title and interest which Client may have in and to the Developer Materials. Client acknowledges and agrees that Developer is in the business of designing and developing Presentations and that Developer shall have the right to provide to third parties services which are the same or similar to the Services provided hereunder and to use or otherwise exploit any Developer Materials in providing such services. 3 Confidentiality. Each party agrees that during the course of this Agreement information that is confidential or proprietary may be disclosed to the other party including but not limited to software technical processes and formulas source codes product designs sales cost and other unpublished financial information product and business plans advertising revenues usage rates advertising relationships projections and marketing data Confidential Information Confidential Information shall not include information that the receiving party can demonstrate is as of the time of its disclosure or thereafter becomes part of the public domain through source other than the receiving party was known to the receiving party as of the time of its disclosure is independently developed by the receiving party or is subsequently learned from third party not under confidentiality obligation to the providing party. Except as provided for in this Agreement each party shall not make any disclosure of the Confidential Information to anyone other than its employees who have need to know in connection with this Agreement. Each party shall notify its employees of their confidentiality obligations with respect to the Confidential Information and shall require its employees to comply with these obligations. The confidentiality obligations of each party and its employees shall survive the expiration or termination of this Agreement. 3 Developer Notices.
WORK ORDER company name address address city state or province zip or postal code Phone phone number DATE. current date Order WorkOrder Bill To.
company name city state or province zip or postal code Phone phone number For. Insert what you are doing for the customer here DESCRIPTION* HOURS RATE AMOUNT TOTAL Agreements
In consideration of the mutual covenants set forth in this Agreement Customer and Company hereby agree as follows. 1. Development of Project or Services. Customer agrees to engage Company to develop the Project as described above*. 2. Delivery of Project or Services. Company will use reasonable diligence in the development of the project and endeavor to deliver to Customer an operational project no later than delivery date. Customer acknowledges however that this delivery deadline is an estimate and not required delivery date. 3. Ownership Rights. Company shall hold all right title and interest in and to all copyrights patents trade secrets and other intellectual or industrial property rights in the project or any component or characteristic thereof which are proprietary to the Company. Customer shall not do anything that may infringe upon or in any way undermine Companys right title and interest in the project as described in this paragraph 3. Notwithstanding the above Customer shall retain all of its intellectual property rights in any components it owns and transmits to Company for use in the project. 4. Compensation. For all of Companys services under this Agreement Customer shall compensate the Company in cash the amount specified in the total above. In the event Customer fails to make any of the payments referenced by the deadline set forth as invoiced Company has the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement remove the project from public access bring legal action. 5. Limited Warranty and Limitation on Damages. Developers warrant the project will conform to the Specifications. If the project does not conform to the Specifications the Company shall be responsible to correct the project without unreasonable delay at the Companys sole expense and without charge to Customer to bring the project into conformance with the Specifications. This warranty shall be the exclusive warranty available to the Customer. Customer waives any other warranty express or implied. Customer acknowledges that the Company does not warrant that the project will work on all platforms. Customer acknowledges that the Company is not responsible for the results obtained by the Customer. 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 the Company. 6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and the Company and their respective successors and assigns provided that the Company may not assign any of its obligations under this Agreement without prior written consent of Customer. ACCEPTANCE OF AGREEMENT. The above prices specifications and conditions are hereby accepted. The Company is authorized to execute the project as outlined in this Agreement. Payment will be made as proposed 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
company name Milestone Acceptance Signoff address address city state or province zip or postal code Phone phone number DATE. current date
Order WorkOrder Client. company name city state or province zip or postal code Phone phone number For. General Description of Project Deliverable Please initial the following sections which detail the project deliverable contracted between company name and company name and sign the Acceptance of Agreement at the bottom of this page.
Initials Description of Completed Milestone Acceptance of Milestone Insert Milestone number here Milestone description here ACCEPTANCE OF AGREEMENT. I certify that have received the above project deliverable from company name and that the deliverable listed above has been demonstrated delivered or otherwise completed to my satisfaction. Clients signature
SOFTWARE PROBLEM REPORT If you think you have encountered problem in our product. confirm that you have the latest version of the product you are reporting on; and complete the following form. Reported By signator authorized signature or signer. Date. Phone. Email. Software Version Environment Operating System Y N. Windows Release Y N. Macintosh Release Y N. Linux Release Other. Problem Description Please describe the problem in as much detail as possible. Make note of any behaviors you observe whether you can reproduce the problem and any observations of system behavior slowdown or other events taking place prior to the instance of the problem encountered.
Describe any specific actions you were performing prior to the problem. Frequency Y N. Problem occurs each time Y N. Problem occurs occasionally performing specific action Describe action. Y N. Problem occurs randomly Reproduction Y N. Problem can be reproduced Y N. Problem cannot be reproduced Describe any specific steps or actions to take to reproduce the problem.
Severity Y N. Does not affect usability Y N. Minor requires some extra work to get around Y N. Major requires significant extra work to get around Y N. Critical software is unusable in current state Additional Comments Developer Assigned To
Developer Notes Resolution
company name Project Acceptance Signoff address address city state or province zip or postal code Phone. phone number DATE. current date Order WorkOrder Client. company name
city state or province zip or postal code Phone. phone number For. General Description of Project Deliverables Please initial the following sections which detail the projects deliverables contracted between company name and company name and sign the Acceptance of Agreement at the bottom of this document. Initials Description of Completed Milestone Acceptance of Milestone #1 description here
Acceptance of Milestone #2 description here Acceptance of Milestone #3 description here Acceptance of Milestone #n description here Acceptance of Project per Contract Specifications. ACCEPTANCE OF AGREEMENT.
I certify that have received the above project deliverables from company name and that all deliverables have been demonstrated delivered or otherwise completed to company names satisfaction. further certify and release company name from any further obligation or duty unless otherwise agreed upon in writing. I understand that by signing this agreement release company name from any and all liability tort or claim concerning this project. further understand that all files provided to company name are to be used at company names sole risk and responsibility and all files should be tested prior to sending them to press replication or any other mass production. company name may now charge or invoice company name any outstanding monies owed for completion of the project. Best Practice Note. If billing by credit card the above line should include permission to charge their credit card. This helps reduce your chargeback exposure. Example. Florentine Design Group LLC may now charge the final installment of 390 to AMEX ************345 for completion of the project. Clients signature. Date.
company name Work Order address address city state or province zip or postal code Phone phone number DATE. current date Order WorkOrder Bill To. company name
city state or province zip or postal code Phone phone number For. What you are doing for the customer here DESCRIPTION HOURS RATE AMOUNT TOTAL Agreements
In consideration of the mutual covenants set forth in this Agreement Customer and Developers hereby agree as follows. 1. Development of Web Site Digital Media. Developers agree to develop the Web Site and other Digital Media according to the terms expressed by the customer and recommended by the developers. 2. Delivery of Web Site Digital Media. Developers will use reasonable diligence in the development of the Web Site and endeavor to deliver to Customer an operational Web Site no later than delivery date. Customer acknowledges however that this delivery deadline and the other payment milestones listed in Section are estimates and are not required delivery dates. 3. Ownership Rights. Developers shall hold all right title and interest in and to the Web Site Media. Specifically but without limitation Developer shall hold all right title and interest in and to all text graphics animation audio components and digital components of the Web Site 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 Web Site all literal and non literal 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 Web Site or any component or characteristic thereof. Customer shall not do anything that may infringe upon or in any way undermine Developers right title and interest in the Web Site as described in this paragraph 3. Notwithstanding the above Customer shall retain all of its intellectual property rights in any text images or other components it owns and transmits to Developers for use in the Web Site. 4. Compensation. For all of Developers services under this Agreement Customer shall compensate Developers in cash the amount specified in the total above. In the event Customer fails to make any of the payments referenced by the deadline set forth in Exhibit Invoice Developers have the right but are not obligated to pursue any or all of the following remedies. terminate the Agreement remove the Web Site and or Digital Media bring legal action. 5. Limited Warranty and Limitation on Damages. Developers warrant the Web Site will conform to the Specifications. If the Web Site does not conform to the Specifications Developers shall be responsible to correct the Web Site without unreasonable delay at Developers sole expense and without charge to Customer to bring the Web Site into conformance with the Specifications. This warranty shall be the exclusive warranty available to the Customer. Customer waives any other warranty express or implied. Customer acknowledges that Developers do not warrant that the Web Site will work on all platforms. Customer acknowledges that Developers are not responsible for the results obtained by the Customer on the Web Site. 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. 6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Developers and their respective successors and assigns provided that Developers may not assign any of his obligations under this Agreement without Customers prior written consent. ACCEPTANCE OF AGREEMENT. The above prices specifications and conditions are hereby accepted. The designer is authorized to execute the project as outlined in this agreement. Payment will be made as proposed above. Customers signature Designers signature Date THANK YOU FOR YOUR BUSINESS.