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This agreement is used when two companies are creating a joint venture to develop software.
Document Length: 9 Pages
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Software Joint Venture Development Agreement
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How to write my Software Joint Venture Development Agreement document

SOFTWARE JOINT VENTURE AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Developers and company name Customer General Provisions A. Business Purpose. Insert the General Summary of this Joint Business Venture. B. Business Scope. Insert the General Scope of Activities covered by the Joint Venture Agreement. C. Developers desire to enter into this Joint Venture Agreement with Customer pursuant to the terms and conditions set forth in Exhibit attached hereto the Specifications

Definitions Joint Venturers shall mean all parties listed in the Specifications who are participating in the Joint Venture Agreement and their respective assignees and agents. Sales Activity shall mean all gross sales that occur because of or arising out of Affiliates made on behalf of this Joint Venture Agreement. Deliverables shall mean all Software or Services provided by either party as set forth in the Specifications and subject to Developers Proprietary Rights documentation or other materials required to be delivered by either party 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 either party on or before specific date. Affiliate shall mean any person or entity that conducts sales activity on behalf of one of the parties and is paid directly by one of the parties. Joint Profits shall mean income derived out of this Joint Venture Agreement pursuant to the terms of Exhibit that pertains to Federal or State income tax purposes as determined by the fiscal year the income was derived in. Joint Loss shall mean any loss incurred by the Joint Business Venture pursuant to the terms of Exhibit that pertains to Federal or State income tax purposes as determined by the fiscal year the income was derived in.

Capital Contribution shall mean contribution by one or more of the parties in cash property or any additional capital contribution made on behalf of this Joint Venture Agreement. Source Code shall mean the readable forms together with make and build files. Schedule shall mean the schedule for completion of the Deliverables as set forth in the Specifications. Delivery shall mean transmitted by Developers to Customers 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 malfunction or defect within the 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 that includes 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.

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 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. Developer 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 Developer 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 Software or related services. Milestone shall mean each development or Deliverable reached by Developers and agreed upon in writing between Developers and Customer. 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. Obligations of the Joint Venturers. Developers shall be responsible for the following operations and decisions pertaining to the Joint Business Venture and shall be compensated for providing various services pursuant to Exhibit The Compensation. Insert Developer Business Venture Obligations here. Customer shall be responsible for the following operations and decisions pertaining to the Joint Business Venture and shall be compensated for providing various services pursuant to Exhibit The Compensation. Insert Customer Joint Business Venture Obligations here.

1 Rights of Joint Venturers. Developers shall have complete and exclusive control or authority over the management of the following areas of responsibility. Insert Developers Area of Control. Any action taken that binds the Joint Business Venture to legal obligation debt or third party agreement shall be managed by Developers in good faith and to the best of their ability. Developers shall have no ability to specifically act for or to bind Customer individually to legal obligation debt or third party agreement. Customer shall have complete and exclusive control or authority over the management of the following areas of responsibility. Insert Customer Area of Control.

Any action taken that binds the Joint Business Venture to legal obligation debt or third party agreement shall be managed by the Customer in good faith and to the best of its ability. Customer shall have no ability to specifically act for or to bind Developers individually to legal obligation debt or third party agreement. 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 Software 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 retain the Source Code for the Software and provide 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 4; 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 Software Developers shall hold all rights title and interest in and to the Software. Specifically but without limitation Developer 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 Developer 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 will not use Customers Proprietary Material for any other purpose than those expressly set forth in this Agreement. 5. Software Development.

Software 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. 6. Specific Enhancements. Developers and Customer acknowledge that at some time during the Term of this Agreement that enhancements to the Software that fall outside of the scope of the Specifications may be proposed by either Developer or Customer. 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. 7. Backups and Redundancies for Development. Developers will maintain off site storage of all stages of the Source Code and other backup media related to this Agreement to ensure Software integrity and protection and will be responsible for setting up daily procedure for backing up all data. Developers agree to update all backups of code on daily basis unless otherwise agreed upon in the Specifications. Backups will be maintained for one year from the acceptance date of the project. 8. Acceptance. The terms and conditions contained in this Section will apply to the initial release of the Software as well as to subsequent release upgrades enhancements or any other version thereof. Customer shall evaluate any beta or final version of each Deliverable and shall submit an acceptance or rejection to Developers within Insert Number of Days days after Customers receipt of an agreed upon transmission of each Deliverable.

How do you write a Exhibit B (Specifications) document? (alternate or related contract document)

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

How to write my Exhibit A (Payment Terms) document (alternate or related contract document)

Select an appropriate payment terms from the list of possible choices depending on the agreement being used with and delete the rest. For example if using project development contract use one of the first three milestone based payment terms. If using VAR Reseller contract or for general pricing use the payment terms pricing plan at the end of the list of plans below. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers fee of Insert Total Payment Amount according to the following terms. A. 90% of the estimated price upon execution of the Agreement. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees B. Outsource services billed for Customer

C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software

H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above. 5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A PAYMENT TERMS

1. Customer agrees to pay Developers fee of Insert Total Payment Amount according to the following terms. A. 3 of the fee upon execution of the Agreement; B. 3 of the fee upon completion of Insert Key Payment Milestone C. The remaining upon completion per the specification. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any.

A. License fees B. Outsource services billed for Customer C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software

H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above. 5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers an hourly fee according to the following terms. A. 10% of the estimate upon execution of the Agreement of Insert Total Payment Amount

B. Customer is billed at hourly rate per hour at the completion of each milestone. C. The customer will not be liable for more than Insert Maximum Amount Liable for in hourly work. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees B. Outsource services billed for Customer

C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above.

5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A CREDIT CARD PAYMENT PLAN Authorization for credit card payments for development per Exhibit and B. Charges to be applied as Customer accepts each milestone. Customer accepts liability for all costs incurred including but not limited to chargebacks and reversals. Card Number

Expiration Date Name on Card Title Phone. phone number Fax. fax number Email. email address Company. company name Street. address address

City. city Country. country EXHIBIT A PAYMENT TERMS Pricing Plan. Insert your pricing plan here. Discounts. Insert any discounts available here.

Restrictions. Insert any restrictions here.

How to write my Exhibit D (Addresses) document (alternate or related contract document)

EXHIBIT D ADDRESSES Client. company name Address. address address City. city State. state or province

Zip Code. zip or postal code Developer. company name Address. address address City. city State. state or province

Zip Code. zip or postal code

Writing the Exhibit C (Developer Materials) document (alternate or related contract document)

EXHIBIT C DEVELOPER OWNED MATERIALS The following is list of pre existing materials owned by Developer which will be used in the project. A. Describe each item to be included in the project owned by the Developer THIRD PARTY OWNED MATERIALS The following is list of pre existing materials owned by third parties which will be used in the project. K. Describe each item to be included in the project owned by the third party

How do you write a Partnership Dissolution Agreement document? (alternate or related contract document)

PARTNERSHIP DISSOLUTION AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Partner Agreements In consideration of the mutual covenants set forth in this Agreement Partner and Company hereby agree to cancel any and all partnership revenue sharing work projects or labor as follows. 1. Dissolution of Partnership. Company and Partner shall cease any and all services described below the Services or Work Product as well as any additional services that Partner 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 Company shall transfer and make available to Partner all property and materials in Companys possession or subject to Companys control that are the rightful property of Partner. The Company shall make every reasonable effort to secure all written or descriptive matter that 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 Company shall immediately notify Partner of the details of the loss or destruction in writing and provide the necessary information for loss statement or other documentation to Partner. 2 Survivability of Products and Compensation. Upon termination of this Agreement each party shall continue to have the following rights to distribute any existing product service 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 s. Insert additional language concerning the sale of existing products or service born out of the partnership.

3. Ownership Rights. 3 Companys Rights. The Company shall have ownership of all Companys Materials. Companys Materials consist of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Section Services and Exhibit Specifications. b Materials that are solely owned by Company or licensed to Company.

c Materials that are incorporated into the Work Product or part of the Services. Additional materials shall include but are not limited to. Insert description of additional materials here. Company shall hold all right title and interest in and to Companys Materials. Partner shall not do anything that may infringe upon or in any way undermine Companys right title and interest in the Companys Materials as described in this section Notwithstanding the above Company hereby grants Partner an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of Companys Materials for the purpose of Insert purpose of the use of Companys Materials here.

3 Partners Rights. The Partner shall have ownership to all Partners Materials. Partners Materials consist of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Section Services and Exhibit Specifications. b Materials that are solely owned by Partner or licensed to Partner. c Materials that are incorporated into the Work Product or part of the Services.

Additional materials shall include but are not limited to. Insert description of additional materials here. Partner shall hold all right title and interest in and to Partners Materials. Company shall not do anything that may infringe upon or in any way undermine Partners right title and interest in the Partners Material as described in this section Notwithstanding the above Partner hereby grants Company an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of Partners Materials for the purpose of Insert purpose of the use of Partners Materials here. 4. Outstanding Final Compensation and Hold Harmless Agreements.

For all of Companys services rendered to Partner or vice versa under any Previous Agreement the party owing monies shall compensate the owed party in cash pursuant to the terms of Exhibit attached hereto. By accepting the terms of this offer and signing in the space provided below each party hereby releases and forever discharges and holds one another its successors employers employees agents officers directors shareholders affiliates and insurers harmless of all claims suits or liability directly or indirectly related to 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 Partner and Company concerning either partys 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 both parties agree that these terms represent full and final settlement of any and all claims either party may have arising out of any previous contracts or arrangements monies owed or any other obligations required to be met by either party. 5. Mutual Confidentiality. Partner and Company 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 Partner. Materials provided between Company and Partner 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. If Partner has made available to Company for Companys use in performing the services for Partner such items of hardware and software as Partner and Company may agree are reasonably necessary for such purpose Company is obligated to return all Partners property currently in its possession at time and place of Partners choice. The following equipment has been made available to Company and is hereby required to be returned to Partner.

a Insert Equipment description here b Insert Equipment description here c Insert Equipment description here 7. Expenses. Neither party will be reimbursed for any expenses incurred in connection with the Services or Work Product whether direct or indirect unless otherwise written in Exhibit B. 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 Partner and Company and their respective successors and assigns provided that Company may not assign any of its obligations under this Agreement without Partners 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. Company has no right to assign sell modify or otherwise alter this Agreement except upon the express written advance approval of Partner which consent can be withheld for any reason. Partner 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. Both parties represent and warrant that on the date first written below that 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 Partner Initials

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