pleased with the multiple number of contracts for different scenarios and I also liked the advice given throughout the different manuals. You turned what would usually be a time-consuming, expensive process into an easy and affordable one that gives professional results."
company name APPLICATION DEVELOPMENT AGREEMENT OPEN SOURCE THIS AGREEMENT is made this current day day of current month current year by and between company name hereafter referred to as Customer and company name hereafter referred to as Company The purpose of this Application Development Agreement is to set forth contract arrangement under which Company will provide Application Development Services Web Site Development Database Development and other assorted Programming Services to Customer. Recitals A. Company has experience and expertise in the development of software applications. B. Customer desires to have Company develop software application for it. C. Company desires to develop Customers software application on the terms and conditions set forth herein the Software Project
Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Company hereby agree as follows. 1. Development of Software Project. Customer agrees to compensate Company according to the terms listed on Exhibit attached hereto. 2. Specifications.
Company agrees to develop the Software Project pursuant to the specifications set forth in Exhibit attached hereto the Specifications 3. Delivery of Software Project. Company will use reasonable diligence in the development of the Software Project and endeavor to deliver to Customer operational Software Project files as soon as possible. Customer acknowledges however that this delivery deadline and the other payment milestones listed in Exhibit are estimates and are not required delivery dates. Company will make every effort to advise Customer of any delays in advance and seek Customer feedback in regard to the proposed timeline as the Development process progresses. 4. Ownership Rights. Customer shall hold all rights title and interest in the Software Project and the Software Project design and content as whole excepting all pre existing works rightfully owned by Company or third party copyright holders. Customer shall hold all rights title and interest to all text graphics animation audio components and digital components of the Software Project. Company shall hold all rights title and interest in all pre existing works 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 Project all pre existing literal and non literal expressions of ideas Companys Style that operate cause create direct manipulate access or otherwise affect the Software Project and all other pre existing or proprietary copyrights patents trade secrets and other intellectual or industrial property rights in the Software Project or any component or characteristic thereof. Customer shall not do anything that may infringe upon or in any way undermine Companys rights title and interest in the Software Project as described in this paragraph 4. Notwithstanding the above Customer shall retain all of its intellectual property rights in any text images or other components it owns and delivers to Company for use in the Software Project in addition to the physical presence of the site itself. Customer shall be provided with copy of all source code source files and graphic files as part of this Agreement and there shall not be any additional royalty license or other payment required of Customer to Company for the intended use of the Software Project. 5. Web Hosting Services Provided. Company may at its discretion host portions of the Software Project at its own cost to facilitate development and testing of the Software Project.
6. Software Project Development Services Provided. Company will provide development services according to the Specifications attached as Exhibit B. 7. Proprietary Information. Proprietary information exchanged hereunder shall be treated as such by both Company and Customer. This information shall include but not be limited to the provisions of this agreement and both parties product services information and pricing. Customer further agrees to not decompose disassemble decode or reverse engineer any Company owned program code or technology delivered to Customer or any portion thereof. 8. Interference. Company will exercise no control whatsoever over the content of the information passing through any part of the Software Project.
9. Warranty That Software Project Shall Work According to the Specifications. Company warrants that the Software Project will conform to the Specifications and upon written notification of defect or other non conformation to the specification Company will work to bring the Software Project into conformance with the specification at its own cost and in as timely manner as possible. Company is not responsible for defects caused by changes or issues resulting from third party tools or applications it does not have direct control over including but not limited to. web browsers operating systems OS plug ins extensions software programs applets newly discovered vulnerabilities scripts or other items. 9 No Warranty for Outcome or Use of the Software Project. Company makes no warranties or representations of any kind whether expressed or implied for the suitability or the outcome from the use of the service it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Customer including loss of data resulting from delays non deliveries or service interruptions by any cause or errors or omissions. Use of any information or results obtained is at Customers own risk and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Any connection speed or application execution speed for end users is not guaranteed. Company specifically denies any responsibilities for any damages arising as consequence of any unavailability. 9 No Warranty for Use of Open Source Software and Solutions. Company makes no warranties or representations of any kind whether expressed or implied for the suitability of any of the Open Source applications solutions components source code whether in part or in whole installed or otherwise utilized in the delivery of the Software Project. Company is not responsible for the maintenance or use of such now or in the future including all upgrades patches and incompatibilities with software and third party applications or any other problem or disruption arising out of the use of Open Source. 10. Intellectual Property. Customer warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service. Company warrants that it has the right to use any applicable trademarks service marks or other copyrighted material used by Company in the development and implementation of the Software Project which have not been provided by Company. 10 Open Source Disclaimer.
Customer acknowledges that the solutions being provided by Company are Open Source and Customer is being granted Worldwide non exclusive license under the General Public License GPL to deploy modify or otherwise use the Open Source Code in their business or enterprise. 11. Change of Ownership. In the event that Customer or Company contemplates whole or partial sale of its business ownership change or change in jurisdiction during the course of this Agreement parties shall notify one another by mail facsimile or email no less than days prior to the effective date of the event. 12. Termination. Customer may terminate this Agreement at its sole discretion upon one or more of the following events. failure on the part of Company to comply with any provisions of the Agreement upon receipt of written notice from Customer of said failure appointment of Receiver or upon the filing of any application by Company seeking relief from creditors or upon mutual agreement in writing of Customer and Company. 13. Disputes. If legal proceedings are commenced to resolve dispute arising out of or relating to this agreement the prevailing party shall be entitled to recover all costs legal fees and expert witness fees as well as any costs or legal fees in connection with any appeals. 14. Indemnification. Customer shall indemnify and hold Company harmless from and against any and all claims judgments awards costs expenses damages and liabilities including reasonable attorney fees of whatsoever kind and nature that may be asserted granted or imposed against Company directly or indirectly arising from or in connection with Customers marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this agreement by Customer. Customer warrants that everything it gives Company to incorporate into the Software Project is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the Software Project including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Customers products services material supplied by Customer copyright infringement and defective products sold via the Software Project.
15. Use of Software Project for Promotional Purposes. Customer grants Company the right to reference the Software Project for promotional purposes and or to cross link to it with other marketing efforts developed by Company. Company may not at any time disclose or grant access to Customers Software Project private information resources or any other non public asset used for the purposes of promotion or marketing. 16. No Responsibility for Theft. Company has no responsibility for any third party taking stealing hacking altering or otherwise modifying all or any part of the Software Project Source Code Object Code Graphics Text data or any other materials related to the Software Project. 17. Right to Make Derivative Works.
Company has exclusive rights in making any derivative works of pre existing or open source code or related graphics and animations. Customer acknowledges that similarities may exist between other Software Projects developed by Company for Customer and any such similarities both past and future constitute Companys artistic style and proprietary information. 18. Identification of Company. Customer agrees that Companys links will be placed on the bottom of the front page and on internal pages of the Software Project in mutually agreeable small type font. Customer also agrees to put Companys copyright notices in any source code where pre existing or proprietary information is present. Source code copyrights shall not be public unless user views the source code directly. Customer agrees to display all legally required copyright notices as prescribed by applicable law. 19. General. 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. 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.
20. 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. 21. Force Majeure. Company will not be responsible for fulfilling its obligations under this Agreement if such failure is caused by circumstances beyond the reasonable control of Company or its suppliers or contractors including but not limited to acts of God disasters acts of terrorism unavailability of materials equipment failures strikes riots wars or other labor disturbances. 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
EXHIBIT E ADDITIONAL SERVICES The project will contain the following additional services. A. Describe each additional service to be included in the project per the terms of the contract and proposal
PROJECT CANCELLATION AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Consultants and company name Customer Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Consultants hereby agree to cancel any and all work projects or labor as follows. 1. Cancellation of Services. Consultants shall cease any and all computer consulting services described below the Services or Work Product as well as any additional services that Customer has requested. Services include but are not limited to. a Enter Service or Work Product Description here
b Enter Service or Work Product Description here c Enter Service or Work Product Description here d Enter Service or Work Product Description here 2. Termination Obligations. Upon termination of this Agreement Consultants shall transfer and make available to Customer all property and materials in Consultants possession or subject to Consultants control that are the rightful property of Customer. The Consultant shall make every reasonable effort to secure all written or descriptive matter which pertains to the Services or Work Product and agrees to provide reasonable cooperation to arrange for the transfer of all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter Consultants shall immediately notify Customer of the details of the loss or destruction in writing and provide the necessary information for loss statement or other documentation to Customer. 3. Ownership Rights. The Consultant shall have ownership to all Consultants Materials. Consultants Material consists of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Sect Services and Exhibit Specifications
b Materials that are solely owned by Consultants or licensed to Consultants. c Materials that are incorporated into the Work Product or part of the Services. Additional material shall include but are not limited to. Insert details about additional material here. Consultant shall hold all right title and interest in and to Consultants Material. Customer shall not do anything that may infringe upon or in any way undermine Consultants right title and interest in the Consultants Material as described in this paragraph 4. Notwithstanding the above Consultant hereby grants Customer an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of Consultants Material for the purpose of
Insert purpose materials will be used for here. 4. Outstanding Final Compensation and Hold Harmless Agreements. For all of Consultants services rendered to Customer under any Previous Agreement Customer shall compensate Consultants in cash pursuant to the terms of Exhibit attached hereto. By accepting the terms of this offer and signing in the space provided below you hereby release and forever discharge and hold Customer its successors employers employees agents officers directors shareholders affiliates and insurers harmless of all claims suits or liability directly or indirectly related to your employment retainment of services or the termination of such services and specifically and without limitation any claims to pay in lieu of notice wrongful dismissal severance vacation bonus or overtime pay. This release includes but is not limited to all contract and tort claims between Customer and Consultants concerning Customers right to terminate its employees contractors and vendor agreements and claims or rights under local state and federal laws prohibiting employment discrimination. By signing below you agree that these terms represent full and final settlement of any and all claims you have arising out of your employment or contract employment by Customer. 5. Mutual Confidentiality. Customer and Consultants acknowledge and agree that the Specifications and all other documents and information related to the performance production creation or any expression of the services or work product are the property of Customer. Materials provided between Consultants and Customer the Confidential Information including but not limited to documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall be the exclusive property of the respected owner the Owning Party and will constitute valuable trade secrets. Both parties shall continue to keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without prior written consent from the owning party 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 or had been previously made available by the owning party in public venue. 6. Equipment and Expenses. If Customer has made available to Consultants for Consultants use in performing the services for Customer such items of hardware and software as Customer and Consultants may agree are reasonably necessary for such purpose Consultants are obligated to return all Customer property currently in their possession at time and place of Customers choice. The following equipment and or services have been made available to Consultants and are hereby required to be return to Customer.
a Insert Equipment or Services description here b Insert Equipment or Services description here c Insert Equipment or Services description here 7. Expenses. Consultants will not be reimbursed for any expenses incurred in connection with the Services or Work Product whether direct or indirect without the express written approval of Customer. 8. General Provisions. 8 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 of the parties hereto. 8 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 Customer and Consultants and their respective successors and assigns provided that Consultants may not assign any of his obligations under this Agreement without Customers prior written consent. 8 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. 8 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. 8 No Right to Assign. Consultants have no right to assign sell modify or otherwise alter this Agreement except upon the express written advance approval of Customer which consent can be withheld for any reason. Customer may freely assign its rights and obligations under this Agreement.
8 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. 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 Customer Initials Consultant Initials