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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.
company name Project Acceptance Signoff address address city state or province zip or postal code Phone. phone number DATE. current date Order WorkOrder Client. company name
city state or province zip or postal code Phone. phone number For. General Description of Project Deliverables Please initial the following sections which detail the projects deliverables contracted between company name and company name and sign the Acceptance of Agreement at the bottom of this document. Initials Description of Completed Milestone Acceptance of Milestone #1 description here
Acceptance of Milestone #2 description here Acceptance of Milestone #3 description here Acceptance of Milestone #n description here Acceptance of Project per Contract Specifications. ACCEPTANCE OF AGREEMENT.
I certify that have received the above project deliverables from company name and that all deliverables have been demonstrated delivered or otherwise completed to company names satisfaction. further certify and release company name from any further obligation or duty unless otherwise agreed upon in writing. I understand that by signing this agreement release company name from any and all liability tort or claim concerning this project. further understand that all files provided to company name are to be used at company names sole risk and responsibility and all files should be tested prior to sending them to press replication or any other mass production. company name may now charge or invoice company name any outstanding monies owed for completion of the project. Best Practice Note. If billing by credit card the above line should include permission to charge their credit card. This helps reduce your chargeback exposure. Example. Florentine Design Group LLC may now charge the final installment of 390 to AMEX ************345 for completion of the project. Clients signature. Date.
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
SOFTWARE BETA TESTER AGREEMENT Please review and sign the following Testers Agreement if you are interested in receiving pre release copy Beta of our software Software Product or Software You must read and agree to the following Terms and Conditions. If you have any questions concerning the Agreement please contact us at mail address for further assistance. Declarations THIS AGREEMENT is made this current day day of current month current year by and between company name Tester and company name Company I the undersigned Tester do hereby declare that have read understand and agree to the following terms and conditions.
1. agree and understand this may not be full and final release version of the Software Product and that this product is strictly for the purpose of testing reviewing and evaluating the testing the Software Product for the benefit of Company. 2. agree not to use this product for Commercial Purposes and understand that it is for review and testing purposes only. 3. agree not to distribute the Software or make it available in any format to any other party whatsoever. This includes but is not limited to multiple installations installing it on another team member developer employee or other third party computer. This Agreement is for SINGLE user SINGLE installation license. Terms and Conditions 1. Software. Company shall provide Tester with copy of the Software Registration key documentation and any necessary passwords required to fully operate the Software. Tester is granted single user copy of the Software. 2. Support.
Company will endeavor and make every effort to respond to Testers questions and problems via email. 3. Testers Duties and Obligations. Tester agrees to assist Company in its ongoing development of Companys programs Software Product Tester is willing to provide input in written and verbal form to Company to the best of their ability. Both parties acknowledge that the Software Product may contain bugs Errors and other issues and instances that may adversely affect the use or performance of the Software Product the Testers computer software operating system or hardware. Tester should take every care and precaution to preserve his or her data in order to avoid any loss or damage as result of his or her using the Software Product. 4. Confidentiality. Tester and Company acknowledge and agree that the Software and all other documents communications and information Confidential Information related to the development of Company or third party materials transmitted or made available to Tester in connection with this Agreement will constitute valuable trade secrets of Company. Tester shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Companys prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information.
5. Termination. Company has the right to terminate this Agreement for any reason with hours prior written notice. Company will have no further obligation whether financial or otherwise to Tester after such cancellation. Company may terminate this Agreement immediately upon Testers refusal or inability to perform Breach any of the provisions of this Agreement. 6. Limited Warranty and Limitation on Damages. Company warrants the Software will conform to the Specifications listed in the product documentation the Company web site or other collateral related to the Software. This warranty shall be the exclusive warranty available to Tester. Tester waives any other warranty express or implied. Tester acknowledges that Company does not warrant that the Software will work on all platforms unless specific platform is set forth in writing by Company. Tester acknowledges that Company is not responsible for the results obtained by Tester when using the Software. Tester acknowledges that Company is not responsible for fixing problems in the Software whether discovered by Tester or not during the term of this Agreement. Except as otherwise expressly stated herein Tester waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is limited to the amount of any compensation received from Company. 7. 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. 8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Tester and Company and their respective successors and assigns provided that Tester shall not assign any of his obligations under this Agreement without Companys prior written consent.
9. Use of Comments Quotes and Testimony for Promotional and Instructional Purposes. Tester grants Company the right to use any and all comments whether written or not that Tester may make in regards to the Software Product to be used in promotional purposes or for use in other marketing venues or efforts developed by Company. 10. No Responsibility for Loss. Company is not responsible for any down time lost files improper links or any other loss that may occur in the operation of the Software; provided however any such difficulty is not result of failure by Company to perform pursuant to the terms of this Agreement. 11. Relationship and Compensation. Tester understands and agrees that he or she shall not receive any compensation for performing the testing and that Testers relationship with Company will be that of an independent. Nothing in this Agreement shall construe that at any time Tester and Company have an Employee Employer relationship that Tester is an employee of Company or that any such partnership joint venture or other relationship exists between Tester and Company. Tester acknowledges that he or she is not entitled to any of the benefits offered to Companys employees nor shall Tester be eligible to receive workers compensation health insurance or other group benefits offered by Company. Tester agrees not to represent themselves as an agent representative or other legal representative of Company for any purpose whatsoever.
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 Company Initials Tester Initials