Software Development And Publishing Agreement-Format Template, Download Free Doc Pdf File Example

Software Development And Publishing Agreement Format Template, Download Free Doc Pdf File Example

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Software Development And Publishing Agreement Word Text Document Format

SOFTWARE DEVELOPMENT AND PUBLISHING AGREEMENT

 

This Software Development and Publishing Agreement (the “Agreement”) is created and takes effect on this [INSERT NUMBER] day of [INSERT MONTH], [INSERT YEAR] (the “Effective Date”).

 

Between

 

[INSERT NAME OF SOFTWARE DEVELOPER COMPANY] (The “Developer”), a [INSERT TYPE OF

PROPRIETORSHIP] software developer company established in accordance with the laws of [INSERT NAME OF /PROVINCE] of the State of [INSERT NAME OF STATE], principally located at [INSERT COMPLETE BUSINESS ADDRESS OF SOFTWARE DEVELOPER COMPANY]

 

And

 

[INSERT NAME OF SOFTWARE PUBLISHING COMPANY] (The “Publisher”), a [INSERT TYPE OF PROPRIETORSHIP] software publishing company established in accordance with the laws of [INSERT NAME OF/PROVINCE] of the State of [INSERT NAME OF STATE], principally located at [INSERT COMPLETE BUSINESS ADDRESS OF SOFTWARE PUBLISHING COMPANY]

 

Recitals:

 

(a) The Developer is a software company which specializes in [INSERT WHAT FIELD THE DEVELOPER IS FAMOUS FOR IN ITS BUSINESS INDUSTRY RELEVANT TO THE SUBJECT MATTER OF THIS AGREEMENT];

 

In consideration to and by the mutual promises set forth herein in this Agreement, the Developer and the Publisher concede to these terms and conditions provided as follows:

 

1) Interpretation

 

The following definition and interpretation shall be used on this Agreement as regards the terminologies provided below:

 

  1. Software – This shall refer to the [INSERT SUBJECT MATTER OF THIS SOFTWARE DEVELOPMENT AND PUBLISHING AGREEMENT] known as the [INSERT NAME OF THE SOFTWARE BEING DEVELOPED AND PUBLISHED THROUGH THIS AGREEMENT] which covers all the documents and the items related to the aforementioned.
  2. Specifications – This shall be interpreted as the description of the Software worked on by the [INSERT WHICH PARTY PROVIDES THE SPECIFICATIONS ON THE SOFTWARE BEING DEVELOPED AND PUBLISHED].
  3. Schedule – shall mean that the time frame of the work to be accomplished.
  4. Intellectual Property Rights – shall mean the trademark, copyright or patent owned by the Developer and or of the Client which does not infringe that or any of the party.
  5. Scope of Work – shall mean the entirety of all the services to be rendered by the Publisher to the Developer.
  6. Credits – shall mean the acknowledgement or the recognition given by the Publisher for the work done by the Developer to the Product Software.
  7. Royalties – shall mean the amount paid to the Developer for the use of the Intellectual Property Rights of the Software Product that is developed.
  8. Delivery of the Product – shall mean the turnover of the work done by the Developer to the Publisher. It includes the turnover of the manual of the product and other accessories related to the product.
  1. Software Development
  1. The Developer shall submit the specifications for the development of the Software within [INSERT NUMBER] [INSERT PERIOD] subject to the approval of the Publisher.

 

  1. Upon submission of the Developer of the specifications on the Software, the Publisher shall be given [INSERT NUMBER] [INSERT PERIOD] to review the specifications submitted.

 

  1. The Publisher shall notify the Developer of any changes on the specifications submitted. The notice shall be provided in writing by the Publisher together with the information on the changes needed to be done by the Developer. The Developer is provided with [INSERT NUMBER] [INSERT PERIOD] to revise the specifications and to submit again to the Publisher for approval. 
  2. If the Developer fails to comply with and to deliver the specifications on the Software as desired by the Publisher, the Publisher may end this Agreement through the provision of a written notice to the Developer. All the payments remitted by the Publisher to the Developer in line with the Software’s development shall be fully returned and refunded.
  3. Upon approval by the Publisher on the specifications of the Software being developed, the Developer shall be given [INSERT NUMBER] [INSERT PERIOD] in order to develop the Software following the specifications approved of by the Publisher. Any material changes on the Software design shall be consented by both the Developer and the Publisher. 

 

2) Granting of License

 

  1. Along with the acceptance of the Developer on the Software to be developed, the Developer hereby grants the Publisher the license and the exclusive right to produce, copy, reproduce, edit, promote, publish, distribute, sell, market, display, lease, and otherwise exploit the Software developed.
  2. On the other hand, the Developer is not in authority to exercise the exclusive rights and licenses granted to the Publisher as mentioned in the prior statement within the term of this Agreement. Rather, all the intellectual property rights, including all copyrights and trademark, and/or any other rights not granted to the Publisher on the Software shall be retained and hereunder reserved by the Developer.

 

3) Term and Termination

 

  1. a) This Agreement shall be effective starting the Effective Date until a breach on the Agreement is done by either the Developer or the Publisher or until [INSERT NUMBER][INSERT PERIOD] after the date set forth on this Agreement . 

 

  1. b) Termination on this Agreement may be imposed if either the Developer or the Publisher violates the conditions stipulated in this Agreement due to committing any of the following in the course of the execution and the implementation of the terms and conditions on this Agreement:

 

  1. i) The Software Development and Publishing Agreement shall be terminated in the event that one party will cease in continuing such.
  2. ii) The Software Development and Publishing Agreement shall be terminated in the instance when one party provides fraudulent documents to the other party and deceiving the other for purposes in engaging into this Agreement.

iii) The Software Development and Publishing Agreement shall be terminated when an Act of God or an Act of Man is happening in the course of the existence of such Agreement and that neither party will be able to carry out such tasks assigned to them.

  1. iv) The Software Development Agreement shall be terminated in the instance that one party failed to carry out his/her tasks assigned.
  2. v) The Software Development Agreement shall be terminated in the instance that there is an impossibility of carrying out the respective obligations of the Developer and the Publisher.
  3. c) In the event that this Agreement is terminated due to a violation of either the Developer or the Publisher, the following procedures or courses of action follow through and take effect:
  4. i) If the Developer committed a breach or a violation on the terms and conditions of this Agreement, the Publisher holds the right to stop payment remittance of royalties and/or any other payments due to the Developer on the Software developed until the breach of the Developer is resolved. The Developer is provided with [INSERT NUMBER] [INSERT PERIOD] to resolve the violation committed before the Publisher exercises the right to terminate this Agreement. 
  5. ii) If the Publisher committed a breach or a violation on the terms and conditions of this Agreement before the Software is circulated, the Developer shall be obliged to return to the Publisher the unaccounted advance payments and any other reimbursable sums remitted by the Publisher to the Developer. Before the repayment of the Developer to the Publisher is complete, the Publisher remains to hold its rights to this Agreement including the license granted. 

iii) Upon completion of the Developer on the aforementioned obligation, any and all the rights and licenses granted to the Publisher will be reverted back to the Developer cutting of any obligation of the Developer or the Publisher to the other thus terminating this Agreement. 

  1. d) In the event that this Agreement is terminated on the date of termination that is set herein on this Agreement, the following procedures or courses of action applies:
  2. i) Once the Software has been made public by the Publisher and all the payments to the Developer has been paid, the Publisher continues to hold the right and the license to promote, market, and distribute the Software that is granted by the Developer even after the termination of this Agreement for a period of [INSERT NUMBER][INSERT PERIOD]. 

 

  1. ii) After the period specified in the prior statement on this section of this Agreement, the Publisher, then, waivers the licenses and the rights granted by the Developer along with the return of all the documents and its copies relevant to the Software to the Developer.

 

iii) Regardless of the termination of this Agreement, the Publisher is still obliged to pay the Developer royalties due or becoming due as accounted.

 

4) Marketing Activities

 

As granted by the Developer stipulated in this Agreement, the Publisher bears the authority to determine the manner and the method with which the Software to be released is to be marketed and/or to be promoted. 

 

5) Delivery and Deliverables

  1. The Developer is responsible for the delivery of [INSERT NUMBER] copies after the approval of the Publisher on the specifications of the Software to be developed.
  2. Prompt delivery of the Software from the Developer to the Publisher is vital for the success of this Agreement. Thus, in the event that the Developer fails to follow the due delivery of the Software as stipulated in this Agreement, it is deemed as grounds for the material breach of this Agreement. 
  3. The Software to be delivered by the Developer must be in accordance with the approved and final specifications of the Publisher that is tested thoroughly together with all the delivery items needed as indicated on the conditions and the specifications approved of by the Publisher.

 

6) Warranties and Indemnities

 

  1. a) Software Developer

The Developer warrants to the Publisher the following:

  1. The Software developed shall be authentic from the [INSERT AREA/FIELD OF THE SOFTWARE] to the [INSERT AREA/FIELD OF THE SOFTWARE] and shall not infringe any copyright, patent, or trademark or any other intellectual property rights of other entities.

 

  1. The Developer shall be the sole owner of all the intellectual property rights on the Software developed other than the rights and licenses granted to the Publisher at the start of this Agreement.
  2. The Developer is capable of entering into this Agreement, carrying out the obligations that binds the Developer and the Publisher as stipulated in this Agreement, and granting the Publisher of relevant rights and licenses subject to the terms and conditions of this Agreement.
  3. The Developer indemnifies, protects, and defends the Publisher in the following circumstances:
  4. From any loss, expenses including but not limited to [INSERT NAME OF THE FEES THE PUBLISHER IS NOT ACCOUNTABLE WITH], damage or liability resulting from or out of any claim or litigation relevant to the Software or from the breach of any of the warranties specified in this Agreement. 

 

  1. b) Software Publisher 

 

The Publisher warrants the Developer of the following:

  1. The execution and the performance thereof of the terms and conditions in this Agreement shall not overlap with any other agreement to which the Publisher is involved in as a party.
  2. The Publisher shall not in any way reverse-engineer the Software and shall maintain the nature of the Software as agreed upon with the Developer.
  3. The Publisher is a solvent and capable to enter into this Agreement and to carry out the obligations required subject to the terms and conditions of this Agreement. 
  4. The Publisher indemnifies, protects, and defends the Developer in the following circumstances:
  5. From any loss, expenses including but not limited to damage or liability resulting from or out of any claim or litigation relevant to the Software or from the breach of any of the warranties specified in this Agreement. 

 

7) Deposits and Advance Payments

  1. The Developer is entitled to receive from the Publisher deposit or advance payments amounting to [INSERT AMOUNT] payable at an amount of [INSERT AMOUNT] for a period of [INSERT NUMBER] [INSERT PERIOD].
  2. Deposits or advance payments shall not be accounted for not until a delivery is made by the Developer to the Publisher of the Software and all the deliverable items needed. 
  3. In the event that the Developer fails to deliver the necessary deliverable items or the Software, a breach on this Agreement is deemed evident and the Developer must return in full the deposits or advance payments that are unaccounted for to the Publisher. 

 

8) Royalties to Software Developer

  1. Royalty payments are to be credited from the deposits or the advance payments from the Publisher to the Developer at a rate of [INSERT PERCENTAGE].
  2. Accrual of these royalty payments shall be done on a [INSERT PERIOD] basis through [INSERT TYPE OF MONETARY VALUE/CURRENCY] used in the State of [INSERT NAME OF STATE]. 
  3. A [INSERT NAME OF DOCUMENT] shall be procured by the Publisher stating the royalty payment complied with in accordance with accounting practices of the Publisher. 

 

9) Developer Support and Maintenance

  1. Within [INSERT NUMBER] [INSERT PERIOD] after the Software is made public and promoted by the Publisher, the Developer shall render reasonable support to the Publisher, upon the Publisher’s demand, with regard to the subject matter relevant to the Software.

 

  1. The support, including but not limited to, maintenance promptly rendered and provided by the Developer to the Publisher within the aforementioned period shall not be charged.

 

10) Procurement of Reports and Inspection

  1. In the course of the execution of this Agreement, the following documents shall be procured by either the Developer or the Publisher in accordance with the terms and conditions stipulated in this Agreement:

 

  1. The Cash Flow- provides information on the computation of payments from the Publisher to the Developer that is due or credited together with the adjustments applied therein within the term.

 

  1. Statement of Financial Position – provides the Balance Sheet of both Parties within a specific period.

 

  1. Statement of Financial Performance – provides the Income statement of the Publisher and the Developer within a specific period.
  1. A [INSERT PERIOD] of inspection and audit on the documents and reports that transpires between the Publisher and the Developer shall be done by a certified public accountant courtesy of the Developer consented by the Publisher. The certified public accountant shall inspect the records and reports involved in this Agreement, upon reasonable notice or during the regular business hours of the parties, provided that the accountant maintains and observes confidentiality on the information being presented to him.

 

11) Copyright and Trademark Rights

 

  1. The Developer holds copyright and trademark rights on the Software in the course of the development of the Software in accordance with the terms and conditions of this Agreement.
  2. Upon the marketing of the Software, the Developer grants the Publisher copyright and trademark rights on the Software making the Publisher have the sole responsibility for ensuring that these trademarks does not violate the rights of third parties.
  3. The Developer is not in any way authorized to make use of the copyright and trademarks of the Software that the Publisher holds without the permission of the latter. 

 

12) Protection of Intellectual Property Rights

  1. The Developer and the Publisher understand and agree that the Software developed and published is protected through the patent, trademark secrecy, and/or copyright provisions issued upon under the laws of the State of [INSERT NAME OF STATE] and other countries. 
  2. The Publisher shall make efforts into maintaining proprietary protection for the Software subject to the capability of the Publisher in its consistency and effective marketing of the Software in various countries. 

 

13) Confidentiality and Non-Compete Arrangement

  1. a) The Developer and the Publisher acknowledges and concedes to the confidentiality of the following information relevant to the Software and its development and each of their role in this Agreement as stipulated:

Both the Developer and the Publisher shall not, directly or indirectly, develop, or distribute software or similar product with the same content and genre as the Software being developed and published through this Agreement. 

 

General Terms and Conditions:

 

  1. b) Relationship of Parties

The Developer and the Publisher are not in any way associated with each other’s businesses in terms of employer-employee relationship and other relations which may interpret them as involved in one entity. The Developer is considered as an independent contractor and no stipulation in this Agreement places the Developer as an employee, agent, or a partner in a joint venture with the Publisher.

  1. c) Assignment of Rights

The Developer and the Publisher shall not have any right to assign, or to transfer any of the rights and/or obligations as set forth herein on this Agreement without prior consent from the other party provided in writing.

 

  1. d) Notices

Notices required to be submitted or to be delivered for either the Developer or the Publisher shall be considered as promptly delivered.

The addresses of the Developer and the Publisher specified at the start of this Agreement shall be strictly followed unless a prior directive or notice has been provided by either regarding a change of delivery address. 

 

  1. e) Severability

In the event that a term or a condition stipulated in this Agreement is deemed invalid, void, or null, the other terms and conditions of this Agreement shall continue to take effect and valid just as if the null stipulations did not exist.

 

  1. f) Entire Agreement

This Agreement presents the complete adherence of the Developer and the Publisher regarding the subject matter hereof defined as the Software. The terms and conditions of this entire agreement is placed above any and all prior negotiations, understandings, or agreements between the Developer and the Publisher on the subject matter aforementioned. 

 

  1. g) Changes and Modification

Any changes, amendment, or modification of either the Developer or the Publisher on any term or condition stipulated herein shall not be executed unless a formal and a proper document written with the change, amendment or modification desired with the signature of consent by both the parties is procured.

  1. h) Settlement of Disputes, Governing Law & Arbitration
  1. Any dispute and/or difference arising out of, or relating to this agreement including interpretation of its terms will be resolved through joint discussion by the authorized representatives of both the parties. Moreover, if the disputes are not resolved by discussion then the matter will be referred for adjudication to the Arbitration of a Sole arbitrator.
  2. This Agreement shall be governed by the laws of India. The Courts in Mumbai (City Name) shall have exclusive jurisdiction over the subject matter of this Agreement.
  3. In the event of any dispute or differences arising out of or in connection with this agreement, the parties hereto, agree to resolve their dispute by a sole arbitrator chosen by the parties in fast track procedure under the provision of Sec29B of Arbitration and Conciliation act of 1996. The award under this section shall be made within a period of 6 months from the date of commencement of the arbitral tribunal proceedings.
  4. The arbitration proceedings shall be conducted in English. The place of Arbitration shall be Mumbai (City Name). The award passed in the arbitration proceedings shall be final and binding on both the parties.
  5. The cost of arbitration proceedings shall be equally borne by both the parties.
  6. Each party shall individually bear the fees of their respective Advocate/Counsel for the proceedings.
  1. i) Governing Law

This Agreement is hereby governed and executed according to and by the laws of the State of [INSERT NAME OF STATE]. Any dispute which may arise in the course of the execution of the provisions on this Agreement shall be resolved in the state courts within the State of [INSERT NAME OF STATE] and the courts with which the Developer falls under jurisdiction therein.

 

In Witness Whereof, the Developer and the Publisher, along with their witnesses, have sealed the execution of this Software Development and Publishing Agreement on this [INSERT NUMBER] day of [INSERT MONTH], [INSERT YEAR].

 

SIGNED:

 

Developer:

 

Authorized Signature

 

Name and Title in Print

 

Publisher:

 

Authorized Signature

 

Name and Title in Print

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