Writing the Open Source Software Installation Agreement document
SOFTWARE INSTALLATION 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 Software Installation Agreement is to set forth a contract arrangement under which Company will provide a fully licensed copy of Insert software, application or suite name ("The Software Project") and Installation Services for a single desktop, network, target domain or web server for Customer.
In consideration of the mutual covenants set forth in this Agreement, Customer and Company hereby agree as follows:
Installation of the Software Project
Customer agrees to compensate Company according to the terms listed on Exhibit A attached hereto.
Company agrees to develop the Software Project pursuant to the specifications set forth in Exhibit B attached hereto (the "Specifications").
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 A 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.
License and Ownership Rights
Company grants Customer a world-wide, non-exclusive right to use, in whole or in part, the Software Project on a single web site domain or server. No additional compensation or license fees shall be required of Customer after the installation is complete. Company shall retain its ownership in (1) 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, (2) all pre-existing literal and non-literal expressions of ideas ("Company's Style") that operate, cause, create, direct, manipulate, access, or otherwise affect the Content, and (3) 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 Company's 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 a copy of all installation files and code that comprises or makes up the Software Project as a part of this agreement.
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(s), 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.
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.
1 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 Customer's 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 a consequence of any unavailability.
Open Source Disclaimer
Customer acknowledges that the some of the solutions and libraries being provided by Company are "Open Source" and Customer is being granted a 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. Customer is not being charged a fee for using any open source resources; rather they are paying a fee for the installation service and custom coding provided by Company. The use of Open Source software carries NO WARRANTY, whether explicit or implied, and Company is not responsible for any damages that may be incurred as a result of using Open Source software, libraries, or other resources.
1 Critical Patches, Upgrades, and Security Risks
Customer acknowledges and understands that from time to time vulnerabilities may be uncovered in the Software Project or the operating system, applications, or other programs or resources that the Software Project may be dependent upon to function. Customer acknowledges that it is not Company's responsibility to support, upgrade, or otherwise patch the Software Project after installation is complete.
If legal proceedings are commenced to resolve a 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.
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 Customer's marketing or support services of the Software Project or services or the unauthorized representation of the Software Project and services or any breach of this Agreement by Customer. Customer warrants that everything it gives Company 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 attorney's fees, arising out of injury caused by Customer's products/services, material supplied by Customer, copyright infringement, and defective products sold via the Software Project.
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 Customer's Software Project, private information, resources, or any other non-public asset used for the purposes of promotion or marketing.
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, or any other materials related to the Software Project.
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 and any such similarities, both past and future, constitute Company's Style and proprietary information.
Identification of Company
Customer agrees that Company's links will be placed on the bottom of the front page and on internal pages of the Software Project in a mutually agreeable size and location. Customer also agrees to put Company's copyright notices in any source code where pre-existing or proprietary information is present. Source code copyrights shall not be public unless a user views the source code directly.
Customer agrees to display all legally required copyright notices as prescribed by applicable law.
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. A failure by any party to exercise or delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.