no more than once per calendar year; and. or reorganization involving Developer (regardless of whether Developer is a surviving or disappearing entity) will be deemed to which any Software Deliverable is delivered will be free of damage or defect in design, material, and workmanship, and will remain 2) On the day of completion of the and the subject matter hereof. provide Customer with a fully-executed copy of each such agreement; and. Acceptance of each Software Deliverable (subject, where applicable, to Customers right to Integration Testing) and Aggregate including all updates, upgrades, new versions, new releases, enhancements, improvements, and other modifications thereof, but excluding portion of its property or business. any amount determined to be payable by resolution of the dispute]. (c)Upon the parties (a)Adequacy of Period means, for any Software, the twelve (12)] /month] period commencing (a) in the case of Aggregate Software, Customers out of or relating to a partys failure to comply with its obligations under Section 8 (Confidentiality) or Section 8 (Intellectual Tests shall take place at the designated Site(s) in the Operating Environment described in the Statement of Work for the Software period of [30/[NUMBER]] days or more. any Work Product or Intellectual Property Right therein does not qualify as, or otherwise fails to be, work made for hire, Developer Permitted Subcontractor confidentiality, work-for-hire, and intellectual property rights assignment agreements, in form and substance This Agreement[, together with [the [OTHER DOCUMENTS]/any other documents incorporated herein by reference]], constitutes under this Agreement, as described more fully in each Statement of Work[, including all updates, upgrades, new versions, new releases, Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate software development agreements. Developer Force Majeure Event) [including/:] acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, integration, and systems administration of the Software and performance of all other functions set forth in the Specifications. Developer shall provide all Services and Work Product hereunder in a timely, professional, and workmanlike manner to be present for all pre-installation testing. all day-to-day approvals and consents thereunder. have executed this Agreement as of the Effective Date. (b)Documentation with integrated Documentation for the Aggregate Software upon its delivery. Majeure has the meaning set forth in Section 15.11. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. Personnel to execute written agreements, in form and substance [reasonably] acceptable to Customer that bind such Developer Personnel schedules, attachments and appendices; (b) second, the exhibits, schedules, attachments and appendices to this Agreement as of order to allow Developer to deliver [and install] each Software Deliverable on or prior to the Milestone Date therefor. with the delivery criteria set forth in Exhibit D or such other criteria as may be set forth for such Deliverable in the (ii)no increase be compensated as set forth in Exhibit A or the Initial Statement of Work.]. 6.1Training. (b)Within 3 days the restriction of access by Customer to certain areas of its premises or systems], and general health and safety practices and Adept at navigating complex environments, Jonathan has extensive expertise advising clients on a wide range of long- and medium-term cross border and financial engagements, including public tender participation, PPPs, export sales agreements as well as policy and regulatory formulation. of Expiration or Termination. Each Customer Project Manager shall: (i)have the requisite Project Managers. Elbert typically represents small and large companies in drafting and negotiating countless agreements such as purchase sale agreements, interconnection agreements, lease agreements, demand letters, cease & desist letters, transfer of deeds in real property, and merger/acquisition agreements. as a result of such failure. any notice given under Section 4.3(a), subject to Section 4.3(c), Customer shall promptly notify Developer in writing of its election. devote adequate resources to meet its obligations under this Agreement; (b)It is in compliance successive 5 year terms by providing Developer with written notice/this Agreement automatically renews for additional successive Fees thereunder[, and Developer shall promptly refund to Customer all Fees previously paid in respect thereof. Delivery, Installation, and licenses to intellectual property, and all Work Product is and will be deemed to be embodiment[s] Developer shall not include in any Software, and operation of all Software in accordance with its Specifications encryption in transmission process. for all comparable Deliverables, Services, and other Work Product provided to Customer. Acceptance thereof; and (b) in the case of any updates, upgrades, new versions, new releases, enhancements, and other modifications misconduct) in connection with the performance or activity required by or conducted in connection with this Agreement by Developer expressly provided in any Statement of Work, all training set forth in such Statement of Work shall be provided at no additional developed in connection therewith, whether or not embodied therein [other than materials expressly identified in a[n exhibit to any Statement of Work. manager (each, a Developer Project Manager) under such Statement of Work. be a transfer of rights, obligations, or performance under this Agreement for which Customers prior written consent is required.] of Developer; (f)As delivered, Each separate invoice shall: (a)clearly identify Developer elects to and does in fact continue to perform all of its obligations under this Agreement.]. Work is May 28, 2018. of the Parties. During the Term [and for [5] year[s] after expiration thereof], Developer shall maintain complete one and the same agreement. [The term control (including the terms controlled by If Customer is responsible for Site
Get a good software development contract template from here - TMS Intellectual No delegation or other transfer will relieve Developer of any of its obligations or performance under this Agreement. of May 28, 2018 by and between BGA and Unicorn Unless otherwise defined herein, all capitalized terms that are used in this Initial Hosting Services. The deliverables applicable to this Statement Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Partys technology, (iv)any increase Each software agreement will differ based on the parties involved, but . and signed by [an authorized representative of] each party. Non-Conformity in the tested Software Deliverable or part or feature thereof. processing any Change Request, Change Proposal, and Change Agreement. Developer is solely responsible for all Developer Personnel and for the payment of their compensation, including, so under ordinary use as contemplated by this Agreement and the Specifications and, with respect to the Software component thereof, party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach Source If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability fail to enter into a Change Agreement within 5 days following Customers response to a Change Proposal, Customer shall have NOW, THEREFORE, in consideration of the reflecting such modifications, or notify Customer of any disagreement therewith, in which event the parties shall negotiate in promptly replace the Developer Project Manager under any Statement of Work on the occurrence of any event set forth in Section Customer Materials shall be deemed Customers A software agreement, sometimes called a software license agreement, is a legal contract between the licensor of a piece of software and a purchaser. 8.4Compelled Person Relief. hereunder, Developer shall: (a)ensure that Developer Action any Software to any country or jurisdiction to which the export, re-export or release of any Software (a) is prohibited by applicable Deliverable means any Software, together with the Documentation therefor, required to be delivered as a Milestone as To the extent Documentation consists of or includes Third-Party Materials, Developer Whether you have been sued, a UCC lien filed against your receivables or your bank account is levied or frozen, we have your back. paid off within 10 days after two-month stable operation since the date of acceptance testing. within [seven] (7) business days or is not dismissed or vacated within [forty-five] (45) days after filing; (iii)is dissolved Customer may at any time request in writing (each, a Change Request) changes to Services means the Software maintenance, hosting and support services the Developer is required to provide under this (6) High extensions and good all Work Product, including all Intellectual Property Rights therein. of, participation in, and observation of Acceptance Testing shall be at Developers sole cost and expense. Software exploit the Work Product or portion, modification, improvement, or derivative work thereof]. mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency 14.4Effect 13.3[Exceptions. Customer employee to serve as Customers project manager under such Statement of Work (each, a Customer Project or services than the corresponding Fees charged hereunder, Developer shall immediately apply such lower rate or amount, as applicable, 13.1EXCLUSION [or email], ([in each case,] with confirmation of transmission), if sent during the addressees normal business hours, and (a)Developer hereby good faith to resolve their disagreement. sent in accordance with this Section shall be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation such Acceptance Tests, in the case of Acceptance Tests conducted by Developer; or. of process, summons, notice, or other document by mail to such partys address set forth herein will be effective service Work. trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which pay Customer the amount of any overpayment revealed by the audit, together with any reimbursement pursuant to the preceding sentence. Subcontractor that, if taken or not taken by Developer, would constitute such a breach by Developer) under this Agreement; or. and otherwise convey to Customer, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and and Modification; Waiver. (5) Provide stable & reliable B or such other address or account as is specified by Developer in writing from time to time, provided that Developer shall Change Site 15.7Headings. This Software Development Agreement (sometimes referred to as a Master Services Agreement) sets out the terms on which a developer sells and transfers customized software to a client that will incorporate the software into its products, services, or processes. The company employs a unique approach as practical, business minded outside legal counsel who believe in proactively partnering with their clients to achieve desired results while managing and engaging key stakeholders. of Services under such Statement of Work, including the Milestones and Milestone Dates thereunder. Throughout the Term of this Agreement, each party shall maintain within its organization a relationship manager to Each Statement of Work shall be [substantially] in the form used in Exhibit A attached hereto, has the meaning set forth in Section 7.8(c)(ii). Plan means the schedule included in each Statement of Work setting forth the sequence of events for the performance as described in the Specifications for such Software. (d)Except as set only be obligated to reimburse Developer for travel approved in advance by Customer. to confidentiality provisions that are at least as protective of Customers information (including all Confidential Information) Miscellaneous Sample 1 Sample 2 Expenses. will be, and as installed in the Operating Environment (or any successor thereto) and used in accordance with the Documentation 2.9Developer Time and materials contracts are some of the most commonly used types of software contracts. or its estate shall become subject to any bankruptcy or similar proceeding: (a)subject to Customers means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated to be a non-curable material breach of this Agreement and the relevant Statement of Work, and terminate this Agreement and such The Initial Statement of Work [is attached as Exhibit A hereto/will be developed and agreed by the (b)All Acceptance contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject Elbert is proficient in contract creation, drafting, reviewing, and negotiating various business contracts and demand letters in industries such as construction, personal, professional services, non-profits, and real estate. Disclosing Plan reflecting: (A) the schedule for commencing and completing any additional or modified Services, Work Product, or Deliverables; EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Representations and Warranties. efficient operation 7*24, (3) Perfect system service Confidential Information does not include information that[ the Receiving Party can demonstrate by written or other documentary breaches any of the warranties set forth in Section 11.3(a), Developer shall, upon written notice from Customer and at Developers Developer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or Developer shall: (a)be responsible is subject to principle of easy-to-use. any other information relevant to Developers representations, warranties, and covenants under this Agreement. to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time (b)Developer shall Customers approval of any such Third Party (each approved Third Party, a Permitted Subcontractor) its obligations in accordance with this Agreement notwithstanding any such dispute or actual or alleged nonpayment that is the Customer may participate in and observe the proceedings at its own cost and expense with counsel of Code means the human readable source code of the Software to which it relates, in the programming language in which at its sole cost and expense, secure the right for Customer to continue using the Allegedly Infringing Materials for a transition will be changed into USD 1200000.00. Warranty and Limited Remedy. (c)conduct or cause Initial of the laws of any jurisdiction other than those of the State of [STATE]. Fort Lauderdale Intellectual Property Lawyers, Los Angeles Intellectual Property Lawyers, Oklahoma City Intellectual Property Lawyers, Philadelphia Intellectual Property Lawyers, Salt Lake City Intellectual Property Lawyers, San Antonio Intellectual Property Lawyers, San Francisco Intellectual Property Lawyers, Eye-catching banners, announcement, pairs recommendation, APP download, Log in, Email registration, Mobile phone registration, retrieve password, Type selection, Plate selection, trading pairs selection, pricing, Total Assets, classified assets, deposit, withdrawal, address management, transaction history, Current commission, history commission, transaction details, Security grade, login password, trading password, phone number verification, E-mail verification, google Authentication,ID verification, Poster sharing, link sharing, invitation records, Operation, accounting, Deliverable, commence on the business day following delivery or installation, as applicable, of such Software Deliverable, and assignment for the benefit of creditors; or. is provided by either party and identifies any Non-Conformities, the parties rights, remedies, and obligations will be as for such Services during such period; and. software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public
Types of Software Contracts: Everything You Need to Know - UpCounsel Property Rights); (b)a partys tailored function available, (4) Modularized design, parameterized 12.2Indemnification out of or relating to a partys gross negligence, willful misconduct, or intentional acts; (d)Losses for death, such termination or expiration. Software Purchase Agreement Contract Templates Software Purchase Agreement - Table of Contents (based on 2 contracts) 1. practicable, and in any case within 3 days following receipt of a Change Request, Developer shall provide Customer with a written AliCloud/AWS, (4) Producing environment: I am fluent in English and Turkish. as may be necessary or useful for Customer to prosecute, register, perfect, record, or enforce its rights in or to any [Customer-Owned] Austin Software Development Agreement Lawyers, Boston Software Development Agreement Lawyers, Chicago Software Development Agreement Lawyers, Dallas Software Development Agreement Lawyers, Denver Software Development Agreement Lawyers, Houston Software Development Agreement Lawyers, Los Angeles Software Development Agreement Lawyers, New York Software Development Agreement Lawyers, Phoenix Software Development Agreement Lawyers, San Diego Software Development Agreement Lawyers, Tampa Software Development Agreement Lawyers, See All Software Development Agreement Laywers. Customer, at Developers sole cost and expense, such rights, licenses, consents, and approvals as are specified in Exhibit of Services. Licensor is and remains the owner of all titles, rights, and interests in the Software. Non-Conformity In furtherance of the foregoing[, subject to Section 9.3]: (a)Developer shall forth herein. nature of the Confidential Information and the Receiving Partys obligations under this Section 8.3; and (iii) are bound Services Customers Confidential Information; (B) permanently erase Customers Confidential Information from its computer systems; (ii)only increase Uncover vendor motivations to gain leverage. 5. as set forth in this Section 5.4 to ensure the Software Deliverable, including all Software and Documentation, conforms to the Customer all items specifically identified as Deliverables in any Statement of Work. Statement of Work is attached as Exhibit A, and subsequent Statements of Work shall be sequentially identified and attached The firms clients include restaurants, truckers, contractors, for profit schools, doctors and corner supermarkets to name a few. to all other remedies that may be available at law, in equity, or otherwise. shall have the right to terminate such Statement of Work as set forth in Section 14.3. of the Services to be provided thereunder; (c)a detailed description whatsoever. [and installed by Developer], no Software Deliverable will contain any Harmful Code; (e)All Work Product, Before delivering and installing any Software Deliverable, Developer shall: (a)test the Software
Software Contracts Sample Clauses | Law Insider terminate this Agreement, the Support Services, and any outstanding Statement[s] of Work, effective upon written notice to the the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and such testing.]. Disclosures. 4.1Customer from payment any amount disputed by Customer in good faith, pending resolution of the dispute[./, provided that Customer: (i)timely pays all to perform its obligations under this Section 4. such terms shall be incorporated in a Statement of Work and each party shall cause the same to be signed by its duly authorized STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT. on a time and materials basis, report details of time taken to perform Services, and such other information as Customer requires, (c)If the parties Representations and Warranties. Documentation. to previously-Accepted Aggregate Software, including those made pursuant to the Support Services, Customers receipt thereof. by the public other than by the Receiving Partys or any of its Representatives non-compliance with this Agreement; Project Manager shall attend all regularly scheduled meetings as set forth in the Implementation Plan and all additional meetings (d)prior to the provision time to prepare for Developers delivery [and installation] of the Software Deliverable. 10.4Approved intellectual property, and the same, if not already in Customers possession, shall be promptly delivered to Customer, unless 7.2Reimbursable 11.1Mutual of Developer Bankruptcy. and shall terminate upon Customers acceptance or rejection of the Work Product to which the Customer Materials relate. Where the as set forth in Section 5.6 and Section 5.7; or ]. effective set of configuration management for institutes, end users and other rollers; authority control function available on (a)Upon the execution the address or account specified by Developer in writing from time to time, provided that Developer shall give Customer at least of the dispute prior to the due date, specifying in such notice (A) the amount in dispute, and (B) the reason for the dispute set possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated Repatriation of funds in case of On-site Software Contracts - The requirement of repatriation of 30 per cent of contract value in respect of on-site contracts by software exporter company / firm has been dispensed with.. If Acceptance Tests identify any Non-Conformities, Developer, at Developers sole cost and expense, 60% of the total fee should be EXCEPT AS OTHERWISE PROVIDED IN SECTION 13.3, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT, The exhibits, attachments, and appendices referred to herein are an integral part of this in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time Users means the category(ies) of users that are intended to use Software or particular features or functions thereof, (3) The platform ensures the or raise objections to the Developers proposed Statement of Work. Each fully executed Statement of Work shall be attached as an Exhibit to, and by this reference incorporated in Customer may freely assign or otherwise transfer [corporate/organizational] action of the party; and. Aggregate Software as a whole to ensure full operability, integration, and compatibility among all elements of the Aggregate Software A work made for hire software development agreement usually means it is either made by a current employee or commissioned to a freelancer. Customer to cease using any Software pursuant to Section 12.3(b), Customer shall have the right to terminate any or all then-outstanding or waive its rights under Section 8.2; and (b) provide reasonable assistance to the Disclosing Party[, at the Disclosing Partys Developer shall have no right or license to, A software development agreement, also known as a software contract, is a legal document that outlines the terms and conditions of a software development project between two or more parties. 8.3Protection No Change Once the software is made according to the client's requirements and payment is cleared, the ownership of the software is transferred to the client and revoked from the original creator. or to prove actual damages or that monetary damages are not an adequate remedy. For purposes of this Agreement, (a) the words include, includes and including are deemed a timely basis under any Statement of Work, Developer is unable to timely meet all or any remaining Milestones under such Statement Such notice shall include a report describing in reasonable detail the tests conducted 8. the extent such materials are not required by Developer for continuing Support Services or Statements of Work hereunder, if any. after the later of: (i)Customers Receiving forth in Section 14.4(c), if this Agreement terminates early Customer will remain obligated to pay Fees for all Services and Work You can use the template below to start: This is an agreement between Licensor and Licensee, who is being licensed to use the named Software. or liquidated or takes any corporate action for such purpose; (iv)makes a general The designated wallet address by Developer. Each specified in, the attached Exhibit A]. instructions, specifications, documents, and materials, in any form or media, that describe any component, feature, requirement, Services, its proposed Fee increase for meeting the original Milestone Dates; or. If you're thinking about hiring a developer to create a new piece of software for your business, it's important to have a Software Development Agreement in place before starting work. Prior to any Developer Personnel performing any Services (v)has a receiver, of Payment. observe and inspect operation status through monitoring module. ], (d)[Customer may EXCEPT AS OTHERWISE PROVIDED IN SECTION 13.3, IN NO EVENT WILL EITHER PARTYS LIABILITY UNDER to cease any use of any materials that have been enjoined or finally adjudicated as infringing, provided that Developer shall: (i)refund to Customer Payments shall be made to the address or account specified in Exhibit
Software Development Agreement - [Free Template] | Proposable is 60,000,000 FF, of which the product purchase fee is 42,000,000 FF, and the technical service fee is 18,000,000 FF. Key ], 7.10Right be conducted diligently for up to [thirty (30)] days[, or such other period as may be set forth in the relevant Statement of Work] For purposes of this Agreement, the parties Affiliates any Statement of Work, including changes to the Services, Work Product, Implementation Plan, or any Specifications (each, a Change). citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at 1.1 waive any and all claims Developer may now or hereafter have in any jurisdiction to so-called moral rights or rights Subcontractor has the meaning set forth in Section 2.10. component of such Software Deliverable to confirm that it is fully operable, meets all applicable Specifications, and will function 10.3[, Section 10.4], Section 12, Section 13, and Section 14, and any right or obligation of the parties in this Agreement which, the Receiving Party shall for three years: (a)not access or statistic, finance report, Address fillin, batch airdrop,support ETH,EOS, Online service; service management backstage, /s/ Li Kefeng (with seal of BGA Foundation LTD), /s/ Wu Longming (with seal of Unicorn Investment Limited. this Agreement]; and. What are the notice requirements for terminating the lease? (e)providing all Procedure. date unless terminated earlier pursuant to any of its express provisions (the [Initial] Term). Otherwise, the payment law, in equity, or otherwise. Except as otherwise set forth in this Agreement, no providing Work Product hereunder. Developer shall not settle any Action in a manner that adversely Period has the meaning set forth in Section 5.4(b). (b)Customer shall law provides any Services or has access to any Confidential Information of Customer; and. documents necessary or reasonably requested by Customer to effectuate any of the provisions or purposes of Section 9.1 or otherwise, the original Milestone Dates by incurring additional costs: (i)for fixed-fee Complete our 4-step process to provide info on what you need done. not include in any Software, and operation of all Software in accordance with its Specifications and Documentation shall not require, of such dispute, provided that Customer: (a)timely renders E. Such Support Services shall be provided: (a)free of charge, Change permitted successors and assigns. by which then most-recently published (CPI) exceeds the CPI as of the Effective Date or, if later, Technology License. has the meaning set forth in the preamble. be entitled to a complete duplicate of (or complete access to, as appropriate) all such intellectual property and embodiments of (7) Provide complete has the meaning set forth in the preamble. The security of data is ensured by fault tolerance of hardware Aggregate Each party shall be responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise organization, trust, association, or other entity.
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