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The Software Co-development Agreement is used when two companies are intending to produce and market a software product jointly by using existing software components each already owns.
Document Length: 4 Pages
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Software Co-development Contract
Disclaimers: Cyber Sea, Inc. makes no warranty and accepts no responsibility for suitability of any materials to licensees business. Cyber Sea, Inc. assumes no responsibility or liability for errors or inaccuracies. Licensee accepts all responsibility for results obtained. Information included is not legal advice. Use of any supplied materials constitutes acceptance and understanding of these disclaimers.

How do you write a Software Co-development Contract document?

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

Writing the Software Problem Report document (alternate or related contract document)

SOFTWARE PROBLEM REPORT If you think you have encountered problem in our product. confirm that you have the latest version of the product you are reporting on; and complete the following form. Reported By signator authorized signature or signer. Date. Phone. Email. Software Version Environment Operating System Y N. Windows Release Y N. Macintosh Release Y N. Linux Release Other. Problem Description Please describe the problem in as much detail as possible. Make note of any behaviors you observe whether you can reproduce the problem and any observations of system behavior slowdown or other events taking place prior to the instance of the problem encountered.

Describe any specific actions you were performing prior to the problem. Frequency Y N. Problem occurs each time Y N. Problem occurs occasionally performing specific action Describe action. Y N. Problem occurs randomly Reproduction Y N. Problem can be reproduced Y N. Problem cannot be reproduced Describe any specific steps or actions to take to reproduce the problem.

Severity Y N. Does not affect usability Y N. Minor requires some extra work to get around Y N. Major requires significant extra work to get around Y N. Critical software is unusable in current state Additional Comments Developer Assigned To

Developer Notes Resolution

Writing the Contract Milestones Checklist document (alternate or related contract document)

MILESTONES Sample Milestones for typical project. Edit as you see fit for your own project milestones. This document is intended to be attached to the development contract with Exhibit Payment Terms and or Exhibit Project Specifications. Milestone Completed 1 Acceptance of project mockup graphics. 2 Acceptance of project skeleton architecture design. 3 Acceptance of navigation interface prototype project alpha. 4+ Each hours of logged work is billed as milestone each beta release etc. Final Final acceptance of project.

How do you write a Software Product Inclusion Contract document? (alternate or related contract document)

SOFTWARE INCLUSION 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 Company 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. Recitals Licensee desires to license Software the Software from Company to be redistributed and included in product released by Licensee the Product or Licensees Product in accordance with the terms of this Agreement and as outlined in Exhibit the Specifications attached herein. Agreements In consideration of the mutual covenants set forth in this Agreement Company and Licensee hereby agree as follows.

1. Scope of Inclusion. Company grants to Licensee its agents successors or assigns those for whom Licensee is acting and those acting with its authority and permission Limited License to use install and sublicense to others one single copy of the Software and is granted the Limited right and permission to distribute the Software according to the Specifications set forth in Exhibit to third party the Sublicensee All such sublicenses must be accompanied by an unabridged copy of this license Agreement and must present this license Agreement to each Sublicensee for acceptance prior to any installation of the Software in any format. Licensee is solely responsible for all damages expenses fees or costs associated or in connection with any activities under this Agreement. Licensee may not appoint subdistributors or transfer this Agreement under any circumstance. Under no circumstances may Licensee quote separate fee for or value ascribed to any component of the Software provided to Licensee by Company under this Agreement. 2. Compensation. The Licensee will pay Company the following license fees under this Agreement as outlined in Exhibit the Payment Terms 3. Copyright Notices and Terms. Licensees Product may only be copyrighted in whole or in part so long as Companys rightful copyright notice are displayed and credited and copy of this license Agreement is included with Licensees Product. Failure to display Companys copyright notices will constitute breach in this Agreement. 4. Presentation of Copyright License and Terms of Use. The Software may only be included in Licensees Product for distribution so long as this license Agreement and any other licenses terms of use agreements or other documentation required by Company is presented to the Sublicensee in manner which the Sublicensee can agree to. Acceptable formats will include the presentation of the license Agreement in format that the user is required to click on an agree button prior to the installation of the Software or any other format agreed upon in the Specifications.

5. No Additional Licenses. Company does not grant Licensee the right to use Companys name logo graphics text testimonials quotes or other Company owned material in connection with Licensees Product other than the inclusion of the Software and presentation of this Agreement unless otherwise agreed upon in the Specifications. Licensee acknowledges that Company retains all rights interest and ownership in the Software. At no time will Licensee attempt to derive or be able to assert any title or interest in the Software other than the rights and licenses granted under this Agreement. 6. Reverse Engineering. Licensee may not modify disassemble decompile or otherwise reverse engineer the Software or any component thereof at any time. 7. Termination. Either party may terminate this Agreement at any time for any reason with or without notice. Upon termination of this Agreement all rights granted to Licensee herein shall immediately cease and Licensee must immediately cease distribution of the Software and remove all copies of the Software from circulation where applicable. 8. Risk of Use. Licensee acknowledges that the Software or any component therein may produce unexpected results or errors and may not be suitable for all platforms computers systems or otherwise. Use of the Software by Licensee or any Sublicensee is at their own risk. 9. No Responsibility for Loss.

Company is not responsible for any down time lost files improper links or any other loss that may occur during the installation or use of the Software. 10. Indemnification. Licensee agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the Software including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Software copyright infringement or Licensees Product. Further Licensee agrees to indemnify Company from responsibility for problems disruptions caused by third party services or tools that Licensee may use such as installation software demos trials delivery systems servers merchant accounts shopping carts shipping hosting services real time credit card processing and other services that relate to the distribution delivery and inclusion of Companys Software in Licensees Product. 11. Export Law. Licensee acknowledges that the Software and its inclusion in Licensees Product are subject to United States export control laws and regulations. Licensee agrees not to export any Software component or other material owned by Company whether directly or indirectly to any country or end user that is subject to United States export restrictions. Licensee shall not import Software into any country except as permitted by the laws and regulations of the applicable country.

12. 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. 13. 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. 14. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of Licensee and to Licensees successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Company of any of its rights or obligations hereunder to any third party without Licensees prior written consent. 15. Disputes.

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 Company Initials Licensee Initials

Writing the Software Beta Testers Contract document (alternate or related contract document)

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

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