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In short, you should include:
- Terms and conditions
- Fees, expenses, and payment
- Intellectual property rights and license (not essential)
- Term and termination
- Limited warranties
- Limitation of liability
- Third party disclaimer (not essential)
- Indemnification obligations (not essential)
- Delays/Force majeure
- Choice of law; venue; limitation of actions (not essential)
- Independent contractor status (not essential)
- Communication channels used/NOTICES
- Entire agreement (not essential)
- Disputes (not essential)
- Waiver (not essential)
- Survival (not essential)
- Approval (not essential)
- Trademarks (not essential)
- Third party software (not essential)
- Law affecting electronic commerce (not essential)
- Lawful purpose (not essential)
- Assignment (not essential)
- Reservation of rights (not essential)
- Remedies not exclusive (not essential)
- Choice of law and jusrisdiction
In more details:
Software Development Agreement
THIS Software Development Agreement ("Agreement") is made effective the ______ day of _______ 20___ between Development company and ("Client").
WHEREAS, Client desires to have software developed by Development company; and WHEREAS, Development company represents that it has the expertise to develop such a software; and
WHEREAS, Development company desires to develop software for Client upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein set forth, the parties hereby agree as follows:
- DEFINITIONS: The following capitalized terms, when used in this Agreement, shall have the meanings
ascribed to them in this Section 1:
1.1. "Product" shall mean the software program to be developed by Development company pursuant to this Agreement in accordance with the Specifications, together with user manuals, other documentation and any other ancillary materials to be developed by Development company pursuant hereto.
1.2. "Specifications" shall mean the specifications for the Product as directed by Client, together with any additional specifications or modifications to the specifications that may be agreed to in writing by the parties during the term of this Agreement.
1.3. "Intellectual Property" shall mean all intellectual property other than the Technology owned by Development companyprior to the Effective Date or licensed to Development companyby a third party, and used in the development of the Product.
Other capitalized terms shall have the meanings ascribed to them in the body of this Agreement.
- TERMS AND CONDITIONS:
2.1. DEVELOPMENT OF THE PRODUCT: Client hereby retains ...
2.2. CHANGE ORDERS: In the event Client desires to make any modifications ....
2.3. SUPPORT AND MAINTENANCE: Any support and maintenance services, updates, versions, or new releases shall be contracted under a separate agreement ....
2.4. CLIENT RESPONSIBILITIES: Client agrees to perform all tasks assigned to Client as set forth in this Agreement, the Product Specifications, or a Change Order, and to provide all assistance and cooperation to ....
2.5. PROJECT MANAGERS: Client and Development company shall assign a Project Manager for managing the implementation of the Product. The Project Managers shall be responsible for:
2.6. ASSIGNMENT OF PROJECT: Development company reserves the right, and Client hereby agrees, to assign ...
2.7. MARKETING: Client hereby grants Development company the right to use the name and service marks of Client in its marketing materials ...
2.8. COMPATIBILITY: Unless otherwise specifically identified in the System Specifications or a Change Order: ...
- FEES, EXPENSES, AND PAYMENT.
3.1. EXPENSES: Client shall reimburse Development company for reasonable out-of-pocket travel expenses ...
3.2. FEES: Client agrees to pay Development company for the completion of the Scope of Work as set forth in
accordance with Exhibit A hereto in accordance with the following schedule:
3.3. TAXES: Client shall pay, reimburse, and/or hold Development company harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties...
3.4. OTHER FEES: Unless otherwise provided in this Agreement or in a Change Order, payment for all other services rendered by Development company shall be contracted under a separate agreement between Development company and Client.
3.5. FORM OF PAYMENT: All payments made to Development company under this Agreement shall be in United States currency in the form of company check, cashier’s check, or electronic wire transfer.
3.6. PAYMENT OF INVOICES: All invoices shall be paid by Client within fourteen (14) days of receipt. ...
- INTELLECTUAL PROPERTY RIGHTS AND LICENSE:
4.1. PRODUCT: All materials, including, but not limited to, software, programs, source code and object code, comments to the source or object code, specifications, documents, abstracts and summaries thereof (collectively, the “Products”) developed by Development company in connection with ....
4.2. PRE-EXISTING INTELLECTUAL PROPERTY:. Notwithstanding any provision of this Agreement to the contrary, any routines, methodologies, processes, libraries, tools or technologies created, adapted or used by Development company in its business ...
4.3. THIRD PARTY LICSENSES: In addition to any other fees set forth in this Agreement, Client shall be required to purchase any ...
- TERM AND TERMINATION:
5.1. TERM: This Agreement shall be effective as of the Effective Date and shall continue in effect until complete payment of ...
5.2. TERMINATION FOR CAUSE: This Agreement may be terminated by either party upon written notice to the other...
5.3. EFFECT OF TERMINATION: Client shall pay Development company for all services rendered and work performed up to the effective date of termination for any reason...
5.4. RETURN OF PROPRIETARY OR CONFIDENTIAL INFORMATION: Within ten (10)days after the termination or expiration of this Agreement, each party shall return ...
- LIMITED WARRANTIES:
6.1. PRODUCT: Development company warrants that for a period of ninety (90) days from launch of the Product, the Product will operate in accordance with all the material terms of the Product Specifications. ...All warranty claims ...
6.2. PERFORMANCE OF PROFESSIONAL SERVICES: Development company warrants that the professional services will be performed in a workmanlike and professional manner by appropriately qualified personnel.
6.3. Notwithstanding the above, Client’s exclusive remedies for all damages, losses, and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed ...
LIMITATION OF LIABILITY: Under no circumstances shall Development company, its contracted providers, officers, agents, or anyone else involved in creating, producing, or distributing Client’s Product be liable for any....
THIRD PARTY DISCLAIMER: Development company MAKES NO WARRANTY OF ANY KIND, ...
- INDEMNIFICATION OBLIGATIONS:
9.1. CLIENT INDEMNITY: Client agrees that it shall defend, indemnify, save and hold Development company harmless from any and all demands....
9.2. DEVELOPMENT COMPANYINDEMNITY: Development company shall indemnify and hold harmless Client (and its ...
9.3. Promptly after receipt by a person entitled to indemnification pursuant to the foregoing Section 9.1 or 9.2 (the "Indemnified Party") of notice of the commencement of any action, the ...
- CONFIDENTIALITY: The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. The parties agree not to make each other’s Proprietary or Confidential Information ...
- FORCE MAJEURE: Except with regard to payment obligations, either party shall be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent the ....
- CHOICE OF LAW; VENUE; LIMITATION OF ACTIONS: This Agreement shall be governed and construed in accordance with the laws of the ...
- INDEPENDENT CONTRACTOR STATUS: The relationship of Development company to Client will be that of an independent contractor, and neither Development company nor any employee of Development company will be deemed to be an agent or employee of Client. It is expressly understood that this undertaking is not a joint venture.
- NOTICES: Any written notice or demand required by this Agreement shall be sent by registered or certified mail (return receipt requested), personal delivery, overnight commercial carrier, or other guaranteed delivery to the other party at the address set forth herein. The notice shall be effective (a) as of the date of delivery if the notice is sent by personal delivery, overnight commercial courier or other guaranteed delivery, and (b) as of five (5) days after the date of posting if the notice is transmitted by registered or certified mail.
- ENTIRE AGREEMENT: This Agreement and all exhibits, schedules, and Change Order(s) set forth the entire agreement between the parties with regard to the subject matter hereof. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter of this Agreement, except as referenced herein. This Agreement may be amended only by a written agreement signed by both parties.
- DISPUTES: Client and Development company agree to make a good-faith effort to resolve any disagreement arising out of...
- SEVERABILITY: In the event that a court finds any provision of this Agreement invalid and/or unenforceable, the parties agree that the remaining provisions shall remain valid and in force.
- WAIVER: Neither party shall be deemed by mere lapse of time (without giving notice or taking other action hereunder) to have waived any breach by the other party of any of the provisions of this Agreement. ...
- SURVIVAL: The following provisions shall survive termination or expiration of this Agreement: ...
- DAYS: Unless indicated otherwise, all references to "days" shall mean calendar days.
- APPROVAL: This Agreement shall not be binding upon Development company until it has been signed by an officer of Development company
- TRADEMARKS: The Client unconditionally warrants and guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Development company, Inc. ....
- THIRD PARTY SOFTWARE: Additionally, in the event Client elects to install or seek assistance from Development company in connection with the installation of any third-party software, the following terms shall...
- LAW AFFECTING ELECTRONIC COMMERCE: The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Development company ...
- LAWFUL PURPOSE: Client may only use the Product for lawful purposes.
- ASSIGNMENT: Neither party may not assign this Agreement or any of its rights or obligations or the license hereunder, without the prior written consent of the other.
- RESERVATION OF RIGHTS: Development company reserves all rights not specifically granted herein.
- REMEDIES NOT EXCLUSIVE: The remedies available to the parties under this Agreement are cumulative and not exclusive to each other, and any such remedy will not be deemed or construed to affect any right which either of the parties is entitled to seek at law, in equity or by statute.
- CHOICE OF LAW AND JUSRISDICTION: This Agreement will be governed and interpreted by the laws of the jurisdiction of the State of Alabama, without regard to its conflicts of law provisions. The parties hereby irrevocably and unconditionally agree to the non-exclusive jurisdiction of the courts of the jurisdiction of the State of Alabama, and all courts competent to hear appeals there from.
IN WITNESS WHEREOF,
Development company and Client have executed this Agreement effective as of the date and year first written above.
Representing Client Company:_________
Development company: _________
Representing Development company:_________