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CD ROM 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 multimedia. Digital media graphic design computer programming web sites and CD ROM presentations. B. Multimedia created by Developers includes. CD ROMs web sites computer programming flash animations graphics and other multimedia created or licensed by Developers. C. Customer desires to have Developers develop multimedia for them. D. Developers desire to develop the Customers Presentation on the terms and conditions set forth herein the Presentation
Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Developers hereby agree as follows. 1. Development of Presentation. Developers agree to develop the Presentation according to the terms and specifications set forth on Exhibit attached hereto. 2. Specifications. Developers agree to develop the Presentation pursuant to the specifications set forth in Exhibit attached hereto the Specifications 3. Delivery of Presentation. Developers will use reasonable diligence in the development of the Presentation and endeavor to deliver to Customer Presentation no later than days after all required media has been received from Customer. Customer acknowledges however that this delivery deadline and the other payment milestones listed in Exhibit are estimates and are not required delivery dates.
4. Ownership Rights. Developers shall hold all right title and interest in and to the Presentation. 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 Presentation 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 Presentation 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 Presentation 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 Presentation as described in this Paragraph 4. 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 Presentation. 5. 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 all web sites hosting and tracking resources for Presentation bring legal action. keep Customers deposit and credit it towards development time and costs already incurred for the Presentation. 6. Confidentiality. Customer and Developers acknowledge and agree that the Specifications and all other documents and information related to the development of the Presentation 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. Excluded from the Confidential Information definition is anything that can be seen by the public on the Presentation when each page of the Presentation is first accessed. 7. Limited Warranty and Limitation on Damages.
Developers warrant the Presentation will conform to the Specifications for period of days from the date of shipment by Developers. If the Presentation does not conform to the Specifications Developers shall be responsible to correct the Presentation without unreasonable delay at Developers sole expense and without charge to Customer to bring the Presentation 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 Presentation will work on all platforms. Customer acknowledges that Developers are not responsible for the results obtained by the Customer on the Presentation. Customer acknowledges that developers are not responsible for fixing problems on Presentations once mass produced after Customer has tested proofed and approved their Presentation. 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. 8. Independent Contractor. Developers are 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. 9. Equipment. Customer agrees to make available to Developers for Developers use in performing the services required by this Agreement such items of hardware and software as Customer and Developers may agree are reasonably necessary for such purpose. 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 related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by all of the 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 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. 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 Ownership of Photographs and Media. Developers may use some of their own photographs and other media for the Presentation. Developers maintain ownership of the photographs and other media and only grant Customer non exclusive right to use those photographs and media and only on the Customers Presentation. 10 No Right to Assign.
Customer has no right to assign sell modify or otherwise alter the Presentation except upon the express written advance approval of Developers which consent can be withheld for any reason. 10 Right to Remove Presentation or Services. 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 demand payment in full disable any tracking hosting or other services provided to the Customer by Developers whether covered under this agreement or not until such time that the account is paid in full. 10 Indemnification. Customer warrants that everything it gives Developers to put on the Presentation is legally owned or licensed to Customer. Customer agrees to indemnify and hold Developers harmless from any and all claims brought by any third party relating to any aspect of the Presentation including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Customers products services material supplied by Customer copyright infringement and defective products sold via the Presentation. 10. 10 Use of Presentation for Promotional Purposes.
Customer grants Developers the right to use the Presentation for promotional purposes including public display inclusion in Developers marketing material and programs and or to cross link it with other marketing venues developed by Developers now or in the future. 10. 11 No Responsibility for Theft. Developers have no responsibility for any third party copying reverse engineering or improper use of any or all of the Presentation. 10. 12 Right to Make Derivative Works. Developers have the exclusive rights in making any derivative works of the Presentation source code or other methods or practices developed and employed by the Developers. 10. 13 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. 10. 14 Identification of Developers.
Customer agrees that Developers logos and web links will be placed on the credits page of the Presentation. Customer also agrees to put on Developers copyright notices on the Presentation and the relevant content therein. 10. 15 No Responsibility for Loss. Including Platform Compatibility Issues or User Behavior. Developers make no representations or warranties whatsoever regarding Hardware or Software platform compatibility Y2K issues Operating System compatibility and or any and all improper use of the Presentation by an end user individual or other third party. 10. 16 Transfer of Rights. In the event Developers are unable to continue maintenance of the Presentation non exclusive rights to the object code version of the Presentation will be granted to Customer. Transfer of Rights does not apply to non transferable third party licenses and proprietary Material owned by Developers. 10. 17 Replication of CD ROMs or other Digital Format.
Customer must use Developer to replicate any additional Presentations produced on CD ROM or other Digital Format DVD PAL Video or otherwise. 10. 18 Replication of Multimedia. Customer may not replicate any of the multimedia or artwork owned by Developer without the express written permission of Developer. 10. 19 Cover Art. Customer agrees there may be differences in printed and screen proofs of artwork and screened artwork on final mass duplicated CD ROMs. 10. 20 Reverse Engineering. Customer may not decompile deconstruct or otherwise reverse engineer the Presentation whether in whole or in part without the Developers prior approval.
10. 21 Final Approval. A final proof will be provided to Customer prior to mass production or replication and or release of any Digital Media and identified to the Customer as such. Customer 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. Developers shall not be held responsible for errors and omissions. 10. 22 Project Backups Copies or Source Maintenance. Developers shall only be responsible for maintaining backups copies or other versions of any source or master files whether developed by the Developers or not for period of one year from the date of this agreement. Customer agrees to hold the Developers 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 Customer owned material given to Developers during the course of this agreement. Customer may arrange in writing for developer 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 Customer. 10. 23 Expiration of Services Related to Project. Any externally linked services provided by Developers that the CD ROM may require including but not limited to. tracking features email hosting forwarding autoresponders submission forms general web hosting expire one year from the date of this agreement. External services related to CD ROMs and Presentations created by the Developers are not guaranteed to be fully functional in areas requiring access to Internet services after this date and may require an updated version be created at extra cost for updates and reduplication. Developers are not liable or responsible at any time for any damages resulting from any third party services the CD ROM or Presentation may use or changes made to externally linked services that are not provided directly by Developers. Developers will make every effort to test any third party or externally linked resources that the Customer requires and will present to the Customer proof that all externally linked services are present and in working condition prior to signoff and replication. Developers are not responsible for maintaining any of the data features or reports that third party services may provide. 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
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
INTERACTIVE CREATIVE BRIEF WORKSHEET company name address address city state or province zip or postal code Phone. phone number Date. current date Client. Project Name. Client Contacts.
Company Team. Project Manager Company. Project Manager. Client. Is there an Estimate or Budget. Circle One Yes No NA Who is responsible for this. Due Date for Estimate. Is there Specification. We will write. Circle One Yes No NA Project Deadline. Timeline. Please list client milestones and estimated dates.
Initial Scope of Project. Audience. Assets and Platforms. Objectives. Outcomes. Metrics and Tracking. Placements Ad Purchases and Placement Research. Vendors and Outside Creative.
Specification Definitions Example attachment defining specification definitions for web site project Standard Page. * Uses our pre existing page templates completely custom pages will require more time. * Page body contains up to unique static GIF or JPG images requiring minimal work including but not limited to. scanning sizing cropping editing compressing. * to browser screens of text when viewed at 640x480 screen resolution. * Up to hyperlinks not including the page header and trailer site navigation hyperlinks * Includes the addition of basic navigation systems built into each page. Creation of the graphical menu bar with image slicing and rollovers is rolled into the base price per page. Keyword Splash Page.
* copy of the primary splash page that is tailored to specific key word of phrase. E commerce Solutions. * Level 1. Flat text file non interactive. * Level 2. page interactive form using email. * Level 3. Multi page interactive forms using email and or data files * Level 4. Multi page interactive forms using real time credit card processing. Level and allow for shopping cart product purchasing on any pages. Common Navigation Systems.
1. Graphical navigation bar with rollovers at head of each page. 2. Page header text navigation bar under the graphical navigation bar. 3. Text navigation bar at bottom of each page. 4. Site map page. 5. Help page. 6. Quick guide page.
7. Automated search component. 8. Index pages page of simple links to sub pages within the site 9. List traversal of series pages pages designed to be read one after the other 10. Hyperlinks to other pages. 11. Shallow tree 4 clicks max. 12. Consistent navigation across all pages.
Select an appropriate payment terms from the list of possible choices depending on the agreement being used with and delete the rest. For example if using project development contract use one of the first three milestone based payment terms. If using VAR Reseller contract or for general pricing use the payment terms pricing plan at the end of the list of plans below. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers fee of Insert Total Payment Amount according to the following terms. A. 90% of the estimated price upon execution of the Agreement. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees B. Outsource services billed for Customer
C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software
H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above. 5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A PAYMENT TERMS
1. Customer agrees to pay Developers fee of Insert Total Payment Amount according to the following terms. A. 3 of the fee upon execution of the Agreement; B. 3 of the fee upon completion of Insert Key Payment Milestone C. The remaining upon completion per the specification. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any.
A. License fees B. Outsource services billed for Customer C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software
H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above. 5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers an hourly fee according to the following terms. A. 10% of the estimate upon execution of the Agreement of Insert Total Payment Amount
B. Customer is billed at hourly rate per hour at the completion of each milestone. C. The customer will not be liable for more than Insert Maximum Amount Liable for in hourly work. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees B. Outsource services billed for Customer
C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above.
5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A CREDIT CARD PAYMENT PLAN Authorization for credit card payments for development per Exhibit and B. Charges to be applied as Customer accepts each milestone. Customer accepts liability for all costs incurred including but not limited to chargebacks and reversals. Card Number
Expiration Date Name on Card Title Phone. phone number Fax. fax number Email. email address Company. company name Street. address address
City. city Country. country EXHIBIT A PAYMENT TERMS Pricing Plan. Insert your pricing plan here. Discounts. Insert any discounts available here.
Restrictions. Insert any restrictions here.