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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 Software and Services Quit Claim company name address address city state or province zip or postal code Phone. phone number Date. current date Reference #. WorkOrder
Client. company name city state or province zip or postal code Phone. phone number For. Insert project description here For valuable consideration given company name hereby releases all interest in source code it has in its possession relating to the software and services rendered for or on behalf of client and agrees to settle all outstanding financial obligations for includes month of web hosting. The original amount of invoice is . Both parties agree that.
company name owes no further monies licenses royalties or other payments to company name. company name owes no further obligation for support or development to company name. company name will provide copy of all source code that it has in its possession to company name upon execution of this agreement. company name will destroy any client data it has in its possession upon execution of this agreement. ACCEPTANCE OF AGREEMENT.
I the undersigned client understand that by signing this agreement release company name from any and all liability tort or claim concerning this project. company name may now charge for outstanding monies owed for completion of the project. Clients signature. Date. Company signature.
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
PRODUCT CO DEVELOPMENT AND PROMOTION AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer Recitals Customer and Company desire to co produce new product the Software Product or the Co produced Product using combination of existing software products created or owned by each respective party and in adherence with the proposed development plan the Specifications as set forth in Exhibit B. Customer and Company desire to exchange advertising and links and cross promote one another using variety of marketing and advertising services the Services as set forth in Exhibit B. Agreements In consideration of the mutual covenants set forth in this Agreement Company and Customer hereby agree as follows.
1. Creation of New Software Product. Company shall make available select content documents templates and other source or object code the Content for inclusion into new Software Product using Customers Insert Customers contribution to the Co development project Customer shall provide technical assistance in the use of the product as well as specific support in aiding Company in the development of the Software Product. 1 Advertising and Promotion. Customer shall arrange for the placement of advertising and promotion of Company and agrees to fulfill the following duties. 1. Customer will offer the product on all point of sales or any other outlet agreed upon under this agreement. 1. Company will offer the product on their point of sales and any other outlet agreed upon under this agreement. 1. Compensation rates will vary according to Exhibit A. 2. Specification and Services Completion.
Advertising and Marketing Material shall mean any programming coding graphic design linking or other collateral required by either party to fulfill its obligations under the Specifications. Both parties will use reasonable diligence in any development and promotion Advertising and Marketing Material and endeavor to complete all agreed upon materials in timely manner. Both parties acknowledge that any delivery deadline communicated between parties shall be an estimate and is not required delivery date. Both Customer and Company shall retain all intellectual property rights in any logos graphics text images or other components owned and transmitted to either party for use in fulfillment or creation of Advertising and Marketing Material. Each party shall develop the Advertising and Marketing Material according to and in adherence to any guidelines styles or style guides that each party makes use of. 2 Survivability of Products and Compensation. In the event that either party decides to terminate this agreement each party shall continue to have the right to distribute the existing product through their normal sales channels and according to the compensation provisions set forth in Exhibit A. Neither party will have any right to decompile copy reverse engineer or otherwise continue development on the Co produced Product. 2 Notification of Termination. In the event that either party decides to terminate this agreement the terminating party shall give sixty days prior written notification via registered mail of their intent to terminate this agreement. 3. Compensation. For all Services under this Agreement Customer and Company shall compensate one another in cash pursuant to the terms of Exhibit attached hereto. In the event either party fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit either party reserves the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement; withhold all materials Services or content from the other party; bring legal action. 4. Confidentiality.
Customer and Company acknowledge and agree that any Specifications and all other documents and information related to the engagement of marketing or advertisement development of products or practices the Confidential Information will constitute valuable trade secrets of each party. Both parties shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without the others 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 in any advertising medium or channel. 5. General Provisions. 5 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. 5 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. 5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns provided that neither party assigns any of its obligations under this Agreement without the others prior written consent.
5 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. 5 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. 5 Right to Withhold Content and Creative Services.
In the event that single party fails in its obligations as set forth on Exhibit within the time prescribed in Exhibit the other party has the right to withhold further promotion content and Services performed for or on behalf of the other party until such obligations are met. 5 Indemnification. Both parties warrant that everything they give one another to use in fulfillment of Specifications is legally owned or licensed. Both parties agree to indemnify and hold harmless one another from any and all claims brought by any third party relating to any aspect of the content and Services including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by either partys products services material supplied copyright infringement and or defective products sold via the advertising or Services of either party. 5 Use of Services and Creative Content for Promotional Purposes. Both parties may advertise use or otherwise promote the creative content description of Services performed results of Services and campaign data as they see fit for promotional purposes.
5 Placement of Tracking Codes. Both parties may use tracking codes URLs or other IDs to evaluate the effectiveness of any and all advertising. 5. 10 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. 5. 11 Term of Agreement. This agreement shall begin on start date and shall continue in full force until terminated by either party upon at least thirty days prior written notice. 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
Company Initials Customer Initials