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DATABASE APPLICATION 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 Database Applications and Software Database Product B. Customer desires to have Developers develop Database Product for them. C. Developers desire to develop Customers Software on the terms and conditions set forth in Exhibit attached hereto the Specifications Definitions Database shall mean collection of any form of data including clear or encrypted text images sound video or multimedia. Relational Database shall mean database that maintains set of separate related files tables but combines data elements from the files for queries and reports as requested. For the purpose of this agreement it shall also include the finite set of relation schemas and corresponding set of relation instances database instance that represents data as two dimensional tables and contains the following components. set of domains and set of relations operations on relations and data integrity rules to ensure Database Integrity.
Primary Key shall mean field column in database table that uniquely identifies each record in the table that is indexed and maintains the main sequence of the table. Foreign Key shall mean field in relational table in database that is indexed in another table and matches the primary key column of another table. Database Integrity shall mean the correctness and consistency of the data stored in the Database or any aspect of the Database Product. Relational Data Model RDM shall mean description of the organization of database that allows for it to be modeled and all attributes and tables including all fields and records to be graphically represented. Database Schema shall mean set of relation schemas for the relations in the design and development of the Database Product. Relation Schema shall mean the names of relations that must be unique across the database. Integrity Constraints shall mean restrictions on the relational instances of schema. Schema shall mean definition for database. Deliverables shall mean the Database Product 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. 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. Launch Date shall mean the date that the Product is first available for use by the public.
Software shall mean the Database Applications program described in the Specifications that is are to be developed by Developers including all Enhancements made under this Agreement. Product shall mean 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 Database Product 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 Database Product. 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 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. Developers 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 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 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 the 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. 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 Database Product.
Developers agree to installation management documentation and development of the Software and Software based operations according to the compensation terms listed on Exhibit attached hereto. 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 Database Product 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 be retaining the Source Code for the Database Product and providing 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 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 Database Product Developers shall hold all rights title and interest in and to the 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 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 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 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. 5. Database Product Development and Construction Rules. Database Product 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. Unless otherwise defined in the Specifications the Database Product will be developed in accordance with the following RDM standards. 5 Database Integrity. The data held in the tables shall be consistent with the Relational Data Model RDM and shall incorporate. * Entity Integrity. Each row in the table representing single instance of the entity type modeled by the table will have Unique and Non null primary key value. Each column in the table representing single instance of the entity type modeled by the table shall have entries of the appropriate data type. * Referential Integrity. Data held in single table or tables shall not contradict data held elsewhere in another table. Developers will ensure that every Foreign Key value in table must have matching Primary Key value in the corresponding table. * Data Validation. Developers will employ additional features to ensure data integrity upon inserting of data creating new rows or any other aspect that interacts with the Database Product.
GIVING NOTICE OF BREACH OF AGREEMENT DEMANDING CORRECTIVE ACTION current date company name address address
city state or province zip or postal code Phone phone number Fax fax number Re. Our Agreement Dear salutation last name The purpose of this letter is to give formal notice of your breach of our Agreement Insert the title of the contract or agreement which was breached dated start date. Specifically you are in breach of paragraph Insert Paragraph Breached here of the Agreement which provides that Insert description of what was breached Please be advised that if Insert corrective action that must be done will have no choice but to refer this matter to legal counsel for appropriate action.
Thank you in advance for your immediate attention to this matter. Sincerely first name last name job title
company name Change Order company name address address city state or province zip or postal code
Phone phone number Fax fax number DATE. current date Order contract reference number Bill To. company name address address city state or province zip or postal code Phone phone number Fax fax number For.
Invoice. Product and or Service Billing. Hourly. hourly rate Fixed Rate. fixed rate Other.
Please provide detailed description of the changes that you would like made to your project. Be as specific as possible. Provide the exact page frame location on the page frame and what corrections need to be made. To avoid duplication and confusion please list all of your corrections on this form. You may attach additional forms as necessary. Agreements PAYMENT TERMS. Net days. 1. 5% Interest monthly on accounts past due days. ACCEPTANCE OF AGREEMENT. The above prices specifications and conditions are hereby accepted. The designer is authorized to execute the project or provide software as outlined in this Agreement. Payment will be made as proposed above. Clients signature Title
LICENSING AND ROYALTY AGREEMENT This Licensing Agreement the Agreement is entered into this current day day of current month current year by and between company name state or province company hereafter Licensee and company name hereafter Licensor Recitals 1 The Licensee desires to license content from the Licensor in the following areas of media and design. Insert description of media areas and design. 2 Licensor desires to participate in collaborative collective work and has agreed to provide content and media for the Licensee to be distributed released in collection under the Licensee Name and Brand. Agreements
In consideration of the mutual covenants set forth in this Agreement Licensor and Licensee hereby agree as follows. 1. Licensed Content. Licensor grants to Licensee its agents successors or assigns those for whom Licensee is acting and those acting with its authority and permission the absolute and right and permission to copyright use re use publish and republish recordings copies reproductions digitally sampled and or reconstructed versions of Licensors DVD CD ROM VHS VHS DV Mini DV SWF Fla Digital Artwork and other Media submission in whole or in part including but not limited to any and all animation music video narrative shorts features and trailers in whatever form submitted collectively the Content in any advertising display or product including software releases derivative or ancillary products or works whether such products or works are now in existence or are hereafter created or acquired. Licensor and Licensee further agree that such right and permission has been granted to Licensee on an exclusive basis for use in the Software Graphics Market. Content Description. Insert description of the content to be licensed. 2. Usage. The Content may be copyrighted used and or published individually or in conjunction with other photography video works and recordings and in any medium including without limitation print publications public broadcast CD ROM format and for any lawful purpose including without limitation trade exhibition illustration promotion publicity advertising and electronic publication.
3. Waiver of Approval. Licensor waives any right that Licensor may have to inspect or approve the finished product or products or any advertising copy or printed matter that may be used in connection with such product or the use to which it may be applied. 4. Indemnification. Licensor releases discharges and agrees to hold harmless Licensee its agents successors or assigns and all persons acting under its permission or authority or those for whom it is acting from any liability by virtue of any distortion alteration digitization reconstruction or use in composite form whether intentional or otherwise that may occur or be produced in the recording and subsequent reconstruction of the Content or any other subsequent processing thereof as well as any publication of the resulting materials. 5. Warranties. Licensor warrants that Licensor is of legal age and has every right to contract in Licensors own name in this matter. Licensor further warrants that Licensor has the full right and authority to license the properties to Licensee as provided herein and agrees to indemnify and hold harmless Licensee from any and all expenses suits judgments damages and related costs and fees arising out of Licensors actions omissions negligence or otherwise under this Agreement. Licensor acknowledges that Licensor has read this Agreement prior to its execution and that Licensor is fully familiar with its contents. 6. Compensation. The Licensee will pay Licensor for the following expenses incurred under this Agreement. Insert description of all expenses covered by the Agreement.
7. Independent Contractor. Nothing herein shall be construed to create an employer employee relationship between the parties. The consideration set forth above shall be the sole payment due to Licensor for services rendered. It is understood that the Licensee will not withhold any amounts for payment of taxes from the compensation of Licensor and that Licensor will be solely responsible to pay all applicable taxes from said payment including payments owed to its employees and subagents. 8. Confidentiality. In the course of performing services the parties recognize that Licensor may come in contact with or become familiar with information which the Licensee or its clients may consider confidential. This information may include but not limited to information pertaining to design methods pricing information or work methods of the Licensee as well as information provided by clients of the Licensee for inclusion in Web sites to be developed for clients which may be of value to competitors of the Licensee or its clients. Licensor agrees to keep all such information confidential and not to discuss what evolved any of it to anyone other than appropriate Licensee personnel or their delegates. The parties agree that in the event of breach of this Agreement damages may be difficult to ascertain or prove. The parties therefore agree that if Client breaches this Agreement Licensee shall be entitled to seek relief from court of competent jurisdiction including injunctive relief and shall be entitled to an award of liquidated damages. 9. Term of Agreement.
This Agreement shall begin on start date and shall terminate on end date unless terminated for any reason by either party upon thirty days prior written notice. 10. Communication. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited postage prepaid by first class regular mail addressed to the other partys last known address. 11. Entire Agreement. This Agreement constitutes the entire Agreement of the parties with regard to the subject matter hereof and replaces and supersedes all other agreements or understanding whether written or oral. No amendment extension or change of the Agreement shall be binding unless it is in writing and signed by all of the parties hereto. 12. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of Licensee and to the Licensees successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Licensor of any of its rights or obligations hereunder to any third party without the Licensees prior written consent.
13. Ownership Rights. All plans ideas improvements or inventions developed by Licensor during the term of this Agreement shall belong to the Licensee and or its clients for whom work is being performed as it relates to the Licensees core products and Intellectual Property. Licensor shall however retain the right to display works he creates for Licensee in their portfolio subject to Licensees written approval in advance said approval not to be unreasonably withheld. 14. 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. The prevailing party shall be entitled to recover its reasonable attorney fees and statutory costs. To any portion of this Agreement declared unenforceable that portion shall be construed to give it the maximum effect possible and the remainder of this Agreement shall continue in full force and effect. Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer.
Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Licensee Initials Licensor Initials