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TRANSFER OF COPYRIGHT AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name hereafter referred to as Author and company name hereafter referred to as Client PART A. The purpose of this Agreement hereafter referred to as the Agreement is to act as transfer of copyright for the attached work Exhibit hereafter referred to as the Article from company name to company name effective as of the date of this agreement. Note. If article was prepared as part of the writers duties for his her employer work for hire this agreement must be signed and authorized by the employer as the Author. If the Article was prepared by U. S. Government employee as part of his her official duties please refer to Part B.
Copyright to the above work including without limitation the right to publish the work in whole or in part in any and all forms of media now or hereafter known is hereby transferred to company name for the following publication uses. Insert details of the specified usage of the content. Copyright to the listed original and unpublished article and subsequent revisions errata or abstracts submitted by the above author the Article is hereby transferred to company name for the full term thereof throughout the world subject to the following rights that the author may freely exercise and to acceptance of the Article for publication and use in company name business. company name shall have the right to register as claimant copyright to the Article in its name whether used individually or as part of another work or medium in which the Article is part of. The author shall retain the following rights so long as the author agree that all copies of the Article made under any of these following rights shall include notice of the company name copyright. 1 All proprietary rights and patent rights other than copyright and the publication rights transferred to company name. 2 The nonexclusive right after publication by company name to give permission to third parties to republish the Article or translation thereof or excerpts therefrom without obtaining permission from company name provided the company name published version is not used for this purpose and provided the Article is not to be published in another journal or web site. If the company name version is used permission from company name must be obtained. 3 The right to post their own author versions of reprints and revisions to use all or part of the Article without revision or modification including the company name published version in personal collection or other publications of the authors own works so long as the company name copyright notice is attached. 4 The right of an employer to make copies of the Article so long as it was prepared by an employee within the scope of his or her employment and only for the employers own internal use. 5 In the case of work performed under United States Government contract Publisher grants the U. S. Government royalty free permission to reproduce all or portions of the Article and to authorize others to do so for U. S. Government purposes.
In the event that the Article is not accepted and published by company name this agreement becomes null and void. By signing this Agreement the author warrants that the Article is original with the author and does not infringe any copyright or violate any other right of any third parties and that the Article has not been published elsewhere and is not being considered for publication elsewhere in any form except as provided herein. If each authors signature does not appear below the signing author represent that they sign this Agreement as authorized agents for and on behalf of all the authors and that this Agreement and authorization is made on behalf of all the authors. The signing author or in the case of work made for hire the signing employer also warrant that they have the full power to enter into this Agreement and to make the grants contained herein. If any provision of this agreement is held to be unenforceable the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This agreement and any disputes arising here under shall be governed by the laws of state or province state without regard to conflicts of laws principles. failure by any party to exercise or delay in exercising right or power conferred upon it in this agreement shall not operate as waiver of any such right or power. company name Name. Signature.
Date. PART B. In the case of work that was performed under U. S. Government contract but you are not U. S. Government employee please sign the transfer form above and review Item above. The following certifies that the author of the listed Article see Exhibit are employees of the U. S. Government and the work was performed as part of their employment and that the Article is not subject to protection under U. S. Copyright. Name. Signature.
Govt. Organization. Date. Author Initials Client Initials
GAME SOFTWARE DEVELOPMENT AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Developers and company name Customer Recitals A. Developers have experience and expertise in the development of Computer Game Software Game Development Game Software B. Customer desires to have Developers develop Game Software for them. C. Developers desire to develop Customers Game Software on the terms and conditions set forth in Exhibit attached hereto the Specifications Definitions Deliverables shall mean the Game Software provided in object and or source format as set forth in the Specifications and subject to Developers Proprietary Rights documentation or other materials required to be delivered by Developers to Customer as set forth in the Specifications.
Critical Deliverables shall mean Deliverables that have Milestone date as outlined in the Specifications that must be transmitted to Customer on or before specific date. Launch shall mean Critical Deliverable relating to the availability of the Game Software to be distributed by Customer to users that conforms to the Specifications. Source Code shall mean the readable forms together with make and build files. Beta shall mean any and all Deliverables provided to Customer prior to the Launch Date. Final shall mean any and all Deliverables provided to Customer that are in accordance with the Specifications and accepted by Customer as completion of particular Deliverable.
Easter Egg shall mean any and all unapproved hidden features graphics media or any other function that has not been authorized by the Customer or contained in the Specifications. Launch Date shall mean the date that the Product is first available for use by the public. Game Software shall mean the computer Game Software program described in the Specifications that is are to be developed by Developers including all Enhancements made under this Agreement. Product shall mean Game Software for computer or an end user. Schedule shall mean the schedule for completion of the Deliverables as set forth in the Specifications. Delivery shall mean transmitted by Developers to Customer 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 malfunctions or defect within the Game 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 which include detailed specifications and instructions for all required Deliverables features and functionality and complete production schedule for each Deliverable and Milestone. Term shall mean the period of time commencing on the Effective Date of this Agreement and continuing indefinitely until this Agreement is terminated. User Interface shall mean all navigational devices menus menu structures or arrangements icons visual mechanisms metaphors or help and other operational instructions and all other components of any source or object computer code that comprises the Game Software.
Web shall mean the World Wide Web containing pages written in hypertext markup language HTML and or any similar successor technology. Web Page shall mean any document that may be viewed in its entirety on the Web. Web Site shall mean collection of interrelated Web pages or documents accessible through Web page browser interface or any other similar successor technology. 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 Game 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 Game Software related documentation Customer marketing material logos graphics or tag lines. Licensed Marks shall mean the trademarks and service marks that are owned or licensed by Customer or otherwise make up Customers Proprietary Materials and made available to Developers under this Agreement. Developers Code shall mean all Developers Proprietary Material or Game 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 Developers 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 Game 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 Game Software and Documentation satisfying the Specifications pursuant to this Agreement. Enhancements shall mean error corrections bug fixes modifications and updates not included in the Specifications with respect to the Game Software. Milestone shall mean each development or Deliverable reached by Developers and agreed upon in writing between Developers and Customer. Milestone Payment shall mean payment obligation related to the achievement and acceptance of particular Milestone. Release Candidate shall mean build of the Game Software in which the Customer has accepted all milestones and deliverables and is ready to be presented as Final build of the Game Software. Acceptance shall mean completion of Deliverable that conforms to the Specifications and is mutually agreed upon in writing by both Developers and Customer.
Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Developers hereby agree as follows. 1. Development of Game Software. Developers agree to installation management documentation and development of the Game Software and Game Software based operations according to the compensation terms listed on Exhibit attached hereto. 2. Specifications. Developers agree to develop the Game 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 Game Software and endeavor to deliver to Customer operational Game 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 be retaining the Source Code for the Game Software and providing Customer with the output formats only. The output is to be used only within the scope of the Game Software as outlined in Exhibit and does not include the following. replication duplication or otherwise copying the Game Software in any form not authorized by Developers creating new Game Software based on the code its functions or other Proprietary Rights as outlined in Paragraph 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 Game Software Developers shall hold all rights title and interest in and to the Game Software. Specifically but without limitation Developers shall hold all rights title and interest in and to all text graphics animation audio components and digital components of the Game 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 Game 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 Game 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 Game Software as described in this Paragraph 4. Notwithstanding the above Customer shall retain and Developers shall have no Proprietary Rights whatsoever in all of Customers intellectual property rights in any and all text images or other components and or materials owned by Customer or which Customer has the legal right to use that are delivered to Developers including but not limited to Game Software related documentation Customer marketing material logos and tag lines Customers Proprietary Material Developers agree that they shall not use Customers Proprietary Material for any other purpose than those expressly set forth in this Agreement. 4 Use and Impairment of Licensed Marks. Developers agree that they will not directly or indirectly infringe upon the Licensed Marks in any form transferred to Developers for use in this Agreement and in the construction of the Game Software or in any other trademarks service marks or other Intellectual Property owned or licensed by Customer. Developers agree to cease using the Licensed Marks immediately upon expiration or termination of this Agreement. Customer reserves the right to prosecute and defend all suits involving any of the Licensed Marks and to take any action or proceedings that it deems desirable for the protection of licensed marks.
5. Game Software Development. Game Software Development and Services described here are provided for Linux Windows Macintosh Sun Solaris UNIX and or specific dedicated gaming console systems only unless otherwise specified. Unless otherwise agreed upon by Developers and Customer any modifications required to the Game Software code or other component related to its operation that are result of third party changes to resources required by the Game 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. 5 Material Deemed Objectionable by Customer. In the event that Customer finds offensive or objectionable materials in any part of the Game Software Source Code or any other material delivered to Customer under this Agreement Customer shall immediately notify Developers in writing of this objection and Developers shall take corrective action to remove or otherwise eliminate the objectionable materials. 5 Materials Purposefully Obscured or Hidden from Customer. Developers shall not hide obscure or make secret any feature function or other item not approved by the Customer or contained in the Specifications under this Agreement. Developers shall be held responsible for any feature that is. 1. Undocumented hidden non obvious or otherwise not legitimate feature as defined in the Specifications.
2. Reproducible able to be demonstrated by use of the Game Software or any element of the Game Software or combination of products used that can produce the same result whether the product used to produce the Easter Egg is owned by the Customer or not. 3. Unintentional Developers shall be responsible for any non legitimate feature and shall immediately bring about corrections to ensure adherence to the Specifications. 5 Warranty Against Disablement and Misuse. No portion of the Game Software shall contain any undocumented feature or function designed to prevent the normal use or operation of the Game Software not contained in the Specifications. This may include but is not limited to. computer viruses worms locks Trojan including Trojan Horse Routines drop deads trap doors back doors undocumented access points bombs or any other code or instructions that may be used individually or with another program in order to damage disrupt edit modify delete disable upload broadcast or otherwise gain unlawful and unauthorized access at any time. 6. Specific Enhancements. Developers and Customer acknowledge that at some time during the Term of this Agreement that enhancements to the Game Software may be proposed by either Developers or Customer which fall outside of the scope of the Specifications. Upon such proposal Developers shall confer in good faith with Customer concerning the feasibility of developing such enhancements and the time frame for developing testing and incorporating such enhancements. Developers and Customer shall mutually agree in writing as to whether Developers shall pursue the development of such enhancements and if so which party will fund such development. The Specifications will be amended to include such enhancements.
7. Backups and Redundancies for Development. Developers will maintain off site storage of all stages of the Source Code and other backup media related to this Agreement to ensure Game 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 Game 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 days days after Customers receipt of an agreed upon transmission of each Deliverable. Upon acceptance of all deliverables Developers shall submit Release Candidate to Customer for final approval. Customer shall submit an acceptance or rejection to Developers within days days after Customers receipt of an agreed upon transmission of the Release Candidate. 9. Testing and Quality Assurance. Developers agree to thoroughly test the Game Software Product including without limitation each and every release version and enhancement thereof as appropriate under the circumstances at all appropriate stages of development and shall document its testing by written test documents delivered to Customer. Developers will submit their test plans to Customer so as to ensure that Customers standards of quality are maintained and Developers agree to subsequently modify the test plans to accommodate Customers requests if Customer reasonably deems necessary. Quality Assurance or test documentation shall include detailed descriptions of the tests conducted their results and any outstanding or unresolved issues. Developers will not deploy the Product Game Software or any enhancement thereof unless Customer and Developers agree upon such action in writing. 10. Adherence to Schedule.
If Developers fail transmission of any Critical Deliverable within the dates specified in the Schedule or fail to meet Milestone as defined in the Specifications then Breach of Agreement Breach shall be considered to have occurred. Customer may. amend the Schedule to include correction period; or suspend the Schedule until the problem is corrected at the sole expense of Developers subject to Customers reasonable satisfaction; or terminate this Agreement. Delivery of all Deliverables not defined in the Specifications as Critical Deliverables shall be considered estimates and delivery shall not be subject to Breach. Developers shall not be held responsible for any delays due to. milestones missed by Customer delays due to Customer Deliverables delays due to transmission equipment failure strikes riots disasters or other natural occurrences. Developers failure to notify Customer Insert Time Limit in days weeks months prior to failure to meet milestone or other Critical Deliverable or Developers notification to Customer after deadline for milestone or Critical Deliverable has passed shall constitute an immediate breach of this Agreement. Developers may be held responsible for all missed milestones and failure to meet Critical Deliverable that adversely impacts the Launch Date for the Game Software. 11. Support Services. Developers will be available to respond to Customers questions about Game Software and Game Software problems. Developers will staff help desk with combination of phone and email support services from 9. am to 5. pm Monday through Friday time zone. Developers will be responsible for maintaining an ongoing log of support requests and actions taken and for tracking user support requests to completion for the duration of this Agreement. 12. Compensation. For all of Developers services under this Agreement Customer shall compensate Developers in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Developers have the right but are not obligated to pursue any or all of the following remedies. terminate the Agreement remove equipment owned by Developers whether leased to Customer by Developers or not and any Developers Personnel or Staff from Customers location bring legal action or Customer may suspend development of the Game Software and is responsible for any schedule changes required and additional financial impact.
13. Confidentiality. Customer and Developers acknowledge and agree that the Specifications and all other documents and information related to the development of the Game Software the Confidential Information will constitute valuable trade secrets of Developers. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Developers prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. 14. Limited Warranty and Limitation on Damages. Developers warrant that the Game Software will conform to the Specifications. If the Game Software does not conform to the Specifications Developers shall be responsible to correct the Game Software without unreasonable delay at Developers sole expense and without charge to Customer to bring the Game Software into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Developers do not warrant that the Game Software will work on all platforms and end user experience may vary accordingly. Customer acknowledges that Developers will not be responsible for the results productivity or any other measurable metric not specified in Exhibit obtained by Customer on the Game Software. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Developers as set forth in Exhibit attached hereto. Developers will monitor the reliability and stability of the Game Software for period of up to thirty days to ensure that it performs in accordance with the Specifications. If modifications are required at any time Developers will confer in good faith with Customer concerning the appropriateness of any modifications and mutually agree whether or not to make such modifications; provided however that such agreement will not be deemed to relieve Developers from their obligations to ensure that the Product continues to conform to the Specifications and compensation estimates as specified in Exhibit A. Problems with reliability and stability resulting from hardware or software compatibility and or specific corrections to the Game Software for particular platform or configuration shall not constitute non conformity to the specifications so long as the Developers do not have an obligation under this Agreement to monitor and adapt to such changes. 15. Independent Contractor.
Developers shall be retained as independent contractors. Developers will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax social security tax or any other payroll taxes on Developers behalf. Developers understand that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance. 15 No Joint Venture. Nothing contained herein shall be will be construed as the creation of any partnership joint venture or other form of co development or other enterprise between Developers and Customer. 16. Equipment. Customer agrees to make available to Developers for Developers use in performing the services required by this Agreement such items of hardware and Game Software as Customer and Developers may agree are reasonably necessary for such purpose.
16 Specification and Deliverables Relating to Hardware and Software Compatibility Changes in the Marketplace. All Specifications and Deliverables relating to Hardware or Software Compatibility shall be documented in the Specifications. In the event that change in technology affects any Deliverable Developers shall consult Customer about the change in order to evaluate how it may or may not affect the Specifications and Deliverables. Developers shall not be held responsible for changes to third party Hardware and Software that impacts Specification or Deliverable so long as the Developers do not have an obligation under this Agreement to monitor and adapt to such changes. 17. General Provisions. 17 Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
17 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 17 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Developers and their respective successors and assigns providing that Developers may not assign any of their obligations under this Agreement without Customers prior written consent. 17 Waiver. The waiver by either party of any Breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
17 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 17 No Right to Assign. Customer has no right to assign sell modify or otherwise alter the Game Software except upon the express written advance approval of Developers whose consent can be withheld for any reason. 17 Right to Interrupt Services Labor or Removal of Game Software Resources. In the event Customer fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit Developers have the right to remove the Game Software until payment in full is paid plus accrued late charges of 2% per month. 17 Indemnification. Developers warrant that the Game Software will conform to the Specifications or such other Specifications as are agreed to in writing by Developers for period of thirty days from the date of completion of the Game Software. If the Game Software does not conform to the Specifications as Customers sole remedy Developers shall be responsible to correct the Game Software without unreasonable delay at Developers sole expense and without charge to Customer to bring the Game Software into conformance with the Specifications set forth in Exhibit B. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Developers are not responsible for the results obtained by Customer on the Game Software. Customer acknowledges that Developers are not responsible for fixing problems errors or omissions on the Game Software after Customer has tested proofed and approved the Game Software and either written approval has been given to Developers or the Game Software has been mass produced or transmitted in the Public Domain in any way. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Developers as set forth in Exhibit attached hereto. No action regardless of form arising out of any claimed Breach of this Agreement or transactions under this Agreement may be brought by either party more than one year after the cause of action has occurred.
17 No Responsibility for Theft. Developers will have no responsibility for any third party disrupting intruding or otherwise copying files or reverse engineering in part or in whole all or any part of the Game Software at any time whether made publicly available or not. 17. 10 Right to Make Derivative Works. Developers will have the exclusive rights in making any derivative works from any of their work practices coding programming or other work on the Game Software that is related to their pre existing Developers Code as outlined in the Specifications. 17. 11 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the Terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. 17. 12 Identification of Developers. Customer agrees that Developers identification may be annotated within the code as the authors. Customer also agrees to put Developers copyright notices on the Game Software and the relevant content therein.
17. 13 No Responsibility for Loss. Developers are not responsible for any down time lost files lost productivity improper use or any other loss that may occur in the operation of the Game Software. 17. 14 Transfer of Rights. In the event Developers are unable to continue maintenance and support of the Game Software non exclusive rights to the Game Software will be granted to Customer. This transfer shall not include the transfer of third party Game Software or tools used by Developers in the creation or maintenance of the Game Software or any part thereof. 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
Customer Initials Developers Initials