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."
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.
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
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
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
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.
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 Game 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 Game 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 days days after Customers receipt of an agreed upon transmission of each Deliverable. Upon acceptance of all deliverables Developers shall submit Release Candidate to Customer for final approval. Customer shall submit an acceptance or rejection to Developers within days days after Customers receipt of an agreed upon transmission of the Release Candidate. 9. Testing and Quality Assurance. Developers agree to thoroughly test the Game Software Product including without limitation each and every release version and enhancement thereof as appropriate under the circumstances at all appropriate stages of development and shall document its testing by written test documents delivered to Customer. Developers will submit their test plans to Customer so as to ensure that Customers standards of quality are maintained and Developers agree to subsequently modify the test plans to accommodate Customers requests if Customer reasonably deems necessary. Quality Assurance or test documentation shall include detailed descriptions of the tests conducted their results and any outstanding or unresolved issues. Developers will not deploy the Product Game Software or any enhancement thereof unless Customer and Developers agree upon such action in writing. 10. Adherence to Schedule.
If Developers fail transmission of any Critical Deliverable within the dates specified in the Schedule or fail to meet Milestone as defined in the Specifications then Breach of Agreement Breach shall be considered to have occurred. Customer may. amend the Schedule to include correction period; or suspend the Schedule until the problem is corrected at the sole expense of Developers subject to Customers reasonable satisfaction; or terminate this Agreement. Delivery of all Deliverables not defined in the Specifications as Critical Deliverables shall be considered estimates and delivery shall not be subject to Breach. Developers shall not be held responsible for any delays due to. milestones missed by Customer delays due to Customer Deliverables delays due to transmission equipment failure strikes riots disasters or other natural occurrences. Developers failure to notify Customer Insert Time Limit in days weeks months prior to failure to meet milestone or other Critical Deliverable or Developers notification to Customer after deadline for milestone or Critical Deliverable has passed shall constitute an immediate breach of this Agreement. Developers may be held responsible for all missed milestones and failure to meet Critical Deliverable that adversely impacts the Launch Date for the Game Software. 11. Support Services. Developers will be available to respond to Customers questions about Game Software and Game Software problems. Developers will staff help desk with combination of phone and email support services from 9. am to 5. pm Monday through Friday time zone. Developers will be responsible for maintaining an ongoing log of support requests and actions taken and for tracking user support requests to completion for the duration of this Agreement. 12. Compensation. For all of Developers services under this Agreement Customer shall compensate Developers in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Developers have the right but are not obligated to pursue any or all of the following remedies. terminate the Agreement remove equipment owned by Developers whether leased to Customer by Developers or not and any Developers Personnel or Staff from Customers location bring legal action or Customer may suspend development of the Game Software and is responsible for any schedule changes required and additional financial impact.
13. Confidentiality. Customer and Developers acknowledge and agree that the Specifications and all other documents and information related to the development of the Game Software the Confidential Information will constitute valuable trade secrets of Developers. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Developers prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. 14. Limited Warranty and Limitation on Damages. Developers warrant that the Game Software will conform to the Specifications. If the Game Software does not conform to the Specifications Developers shall be responsible to correct the Game Software without unreasonable delay at Developers sole expense and without charge to Customer to bring the Game Software into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Developers do not warrant that the Game Software will work on all platforms and end user experience may vary accordingly. Customer acknowledges that Developers will not be responsible for the results productivity or any other measurable metric not specified in Exhibit obtained by Customer on the Game Software. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Developers as set forth in Exhibit attached hereto. Developers will monitor the reliability and stability of the Game Software for period of up to thirty days to ensure that it performs in accordance with the Specifications. If modifications are required at any time Developers will confer in good faith with Customer concerning the appropriateness of any modifications and mutually agree whether or not to make such modifications; provided however that such agreement will not be deemed to relieve Developers from their obligations to ensure that the Product continues to conform to the Specifications and compensation estimates as specified in Exhibit A. Problems with reliability and stability resulting from hardware or software compatibility and or specific corrections to the Game Software for particular platform or configuration shall not constitute non conformity to the specifications so long as the Developers do not have an obligation under this Agreement to monitor and adapt to such changes. 15. Independent Contractor.
Developers shall be retained as independent contractors. Developers will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax social security tax or any other payroll taxes on Developers behalf. Developers understand that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance. 15 No Joint Venture. Nothing contained herein shall be will be construed as the creation of any partnership joint venture or other form of co development or other enterprise between Developers and Customer. 16. Equipment. Customer agrees to make available to Developers for Developers use in performing the services required by this Agreement such items of hardware and Game Software as Customer and Developers may agree are reasonably necessary for such purpose.
16 Specification and Deliverables Relating to Hardware and Software Compatibility Changes in the Marketplace. All Specifications and Deliverables relating to Hardware or Software Compatibility shall be documented in the Specifications. In the event that change in technology affects any Deliverable Developers shall consult Customer about the change in order to evaluate how it may or may not affect the Specifications and Deliverables. Developers shall not be held responsible for changes to third party Hardware and Software that impacts Specification or Deliverable so long as the Developers do not have an obligation under this Agreement to monitor and adapt to such changes. 17. General Provisions. 17 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.
17 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. 17 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Developers and their respective successors and assigns providing that Developers may not assign any of their obligations under this Agreement without Customers prior written consent. 17 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.
17 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. 17 No Right to Assign. Customer has no right to assign sell modify or otherwise alter the Game Software except upon the express written advance approval of Developers whose consent can be withheld for any reason. 17 Right to Interrupt Services Labor or Removal of Game Software Resources. In the event Customer fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit Developers have the right to remove the Game Software until payment in full is paid plus accrued late charges of 2% per month. 17 Indemnification. Developers warrant that the Game Software will conform to the Specifications or such other Specifications as are agreed to in writing by Developers for period of thirty days from the date of completion of the Game Software. If the Game Software does not conform to the Specifications as Customers sole remedy Developers shall be responsible to correct the Game Software without unreasonable delay at Developers sole expense and without charge to Customer to bring the Game Software into conformance with the Specifications set forth in Exhibit B. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Developers are not responsible for the results obtained by Customer on the Game Software. Customer acknowledges that Developers are not responsible for fixing problems errors or omissions on the Game Software after Customer has tested proofed and approved the Game Software and either written approval has been given to Developers or the Game Software has been mass produced or transmitted in the Public Domain in any way. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Developers as set forth in Exhibit attached hereto. No action regardless of form arising out of any claimed Breach of this Agreement or transactions under this Agreement may be brought by either party more than one year after the cause of action has occurred.
17 No Responsibility for Theft. Developers will have no responsibility for any third party disrupting intruding or otherwise copying files or reverse engineering in part or in whole all or any part of the Game Software at any time whether made publicly available or not. 17. 10 Right to Make Derivative Works. Developers will have the exclusive rights in making any derivative works from any of their work practices coding programming or other work on the Game Software that is related to their pre existing Developers Code as outlined in the Specifications. 17. 11 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. 17. 12 Identification of Developers. Customer agrees that Developers identification may be annotated within the code as the authors. Customer also agrees to put Developers copyright notices on the Game Software and the relevant content therein.
17. 13 No Responsibility for Loss. Developers are not responsible for any down time lost files lost productivity improper use or any other loss that may occur in the operation of the Game Software. 17. 14 Transfer of Rights. In the event Developers are unable to continue maintenance and support of the Game Software non exclusive rights to the Game Software will be granted to Customer. This transfer shall not include the transfer of third party Game Software or tools used by Developers in the creation or maintenance of the Game Software or any part thereof. 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
Customer Initials Developers Initials