Software Development Agreement (England and Wales)

Custom Software Development Agreement for use in England and Wales.

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A Custom Software Development Agreement is an agreement between a customer and software developer whereby the software developer will create software according to specifics provided by the customer.

This type of agreement is important because it not only defines the rights and obligations of both parties to the contract, but it will also help the parties avoid any potential confusion which could result in lengthy delays, additional expenses and costly litigation.

This form includes the following key provisions:
  • Parties to Agreement
  • Definitions
  • Scope of Services
  • Commercial Terms and Conditions for Software Product
  • Delivery & Warranty
  • Consideration and Payment
  • Annual Maintenance Charges
  • User Acceptance Test (UAT)
  • Responsibilities of Customer and Developer
  • Ownership of Software Product and Background Technology
  • Marketing and Sales of Licenses
  • Confidentiality and Non-Competition
  • Limitation of Liability
  • Non-Solicitation of Developer's Employees
  • Termination
This lawyer-prepared Custom Software Development Agreement packet contains:
  1. Instructions and Checklist
  2. General Information
  3. Step-by-Step Instructions
  4. Custom Software Development Agreement for use in England and Wales
Law Compliance: This form complies with the laws of England and Wales
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.









 

Custom Software Development Agreement
(England & Wales)















This Packet Includes:
1. Instructions & Checklist
2. General Information
3. Step-by-Step Instructions


2. Custom Software Development Agreement






Instructions & Checklist
Custom Software Development Agreement
(England & Wales)

q   Before execution (signing) of this Agreement, the parties should attach the following Exhibits to this Agreement: Exhibit A, setting forth the exact software specifications. Exhibit B setting forth the payment schedule. Exhibit C outlining all “background technology” that has been used by the Developer, which the Developer owns or has the license to use.

q   Both parties should carefully review the document and execute (sign) where indicated. The document may need to be witnessed. This means you will need to have an impartial third party present at the signing. They will need to sign their name on the signature page.  Once the document is fully executed, each party should retain a signed copy for their own records.

q   Laws vary from time to time. These forms are not intended to be and are not a substitute for legal advice. You should consult with your solicitors before using this agreement to ensure that it complies with all laws.

q   The purchase and use of these forms is subject to the “Disclaimers and Terms of Use” found at findlegalforms.com.







General Information
Custom Software Development Agreement
(England & Wales)

This kits sample Custom Software Development Agreement includes general provisions customarily included in such agreements. It is suitable to any size of software project.  

Purpose of this agreement

This is an agreement between the customer and software developer for purpose of development of software. It defines the rights and obligations of both parties to the contract. It includes details of the development of software, maintenance, payment terms, training, ownership, confidentiality, warranties, intellectual property, governing law, etc. It will guide the relationship between software developer and a customer. It also helps to protect against service-related problems in future.

Who Needs this Agreement?

This agreement is used by: i) a software developer (company or individual) who develops software for clients (local or international); or ii) a company or individual who hires a software developer for development of software.



Benefits of this Agreement

   Suits any type of software development;
   Covers all legal aspects;
   Protects both contracting parties; and
   Written in simple user friendly English










Step-by-Step Instructions
Custom Software Development Agreement
(England & Wales)

These instructions will walk the user through the document, highlight special areas of interest, and indicate where information needs to be filled in. It is important that both parties read and understand this document in its entirety.

Introduction:  Fill in the date.  Fill in the name of the Customer (the person or company requesting the software); and fill in the name of the Developer (the person or company writing the software).

Recitals:   Fill in a brief description of the software to be developed.

Definitions: Review the definitions.

2. Scope of Services:
  The agreement makes reference to an Exhibit A, which will be part of the agreement. This Exhibit A should contain the specifications of the software to be developed. In this section, fill in the estimated completion date of the project. Developer grants a license to the Customer. Fill in the name of the software product.

2.1. Software Overview:   Fill in the name of the software, and for what purpose it will be used for. List a detailed description of the software that will be licensed to the Customer.

3. Commercial Terms and Conditions:

3.1 Delivery:  fill in the number of days needed from receiving the Purchase Order to the completion of the software product.

3.2 Warranty:   The parties have a choice of which warranty to use in this agreement. A warranty is an assurance that the product will be delivered and meet certain specifications. In the first paragraph, the software will be provided “as is.” The second paragraph includes a warranty for the software for a period of time (fill in the amount of months). The software includes technical support, phone consultations, corrections, free updates, etc.

3.3 Consideration and Payment. Consideration is an essential element to any agreement. Something of value must be exchanged between the parties in order to have a binding contract.  



3.3. a)  Fill in the prices of the software product, and the number of months that it will take to deliver the product after receiving the Purchase Order.


b)   After a certain sum has been paid by the Customer, the Developer will deliver the software licenses. Enter the sum that must be paid prior to the release of the licenses. Note that this agreement makes reference to Exhibit B, which will serve as a payment schedule.

d)   Any special customisation of the software shall be paid at a certain rate-enter the amount, and can be revised for a period of time (enter the period of time in months).

e)   Any late payment will be charged a penalty. Enter the percentage per month.

3.4 Annual Maintenance Charges:

  After a certain period of time, the Customer will pay the Developer a maintenance fee. Enter the time period when the maintenance fee starts. Enter the percentage of the total consideration that will be paid as maintenance fee.

3.5 Taxes.   This agreement sets forth percentage fees to be charged for taxes. These amounts can be changed as needed according the parties requirements.

3.6 Other Expenses.  Customer will pay for the Developers travel and lodging expenses.

3.7 User Acceptance Test. The Customer will conduct an acceptance test of the software. Enter the amount of weeks that the customer has to conduct the test after delivery.

4. Responsibilities of Customer.  The customer has various responsibilities with regard to employing a contact person who will coordinate the activities regarding implanting the software, supplying all necessary hardware, provide training facilities, etc.

5. Responsibilities of Developer.  Review the list of responsibilities. These responsibilities are fairly standard for a Developer agreement. In b) indicate the length of time that the Developer will provide support. In h) if the Developer puts the source code in escrow, enter the location. In k) an engineer will be provided for a period of time (enter the amount of months) to assist with installation and deal with any problems.





6. Ownership of Software.   There are four provisions to choose from here. In the first, the Developer assigns their entire right to the software to the Customer. The Customer grants a license to the Developer for a period of time to use the product.

In the second, the Developer owns the software and grants an exclusive license to the Customer. In this case only the customer would ever be granted a license for the product. If this provision is used, fill in the territory and length of the license.

In the third, the Developer owns the software and grants the Customer a non-exclusive license.

Or, the product is jointly owned by each the Developer and the Customer.



7. Ownership of Background Technology. The Developer owns or holds a license on all background technology used in the creation of the software.  This technology should be set forth on the Exhibit C of the agreement.

8. Marketing & Sale of Licenses.   If the license for use of the product is sold, the Developer will be entitled to a revenue sharing percentage. Fill in the time frame when this will take effect, and end. If Customer fails to make timely payments, the Developer will be entitled to payments, plus interest (fill in the interest rate).

9. Term.   Specify term of the agreement.

10. Representations. The Developer warrants that the product does not infringe on the rights on any third party. The Developer makes no warranty as to the suitability of the product for any particular purpose.

11. Confidentiality. These clauses are standard in most all business agreements. Often if the parties feel that they want extra protection in this area, they can also include a Non-Disclosure Agreement. This clause basically states that all information exchanged between the parties for the purposes of creating the product must remain confidential.

12. Non-Competition. The Developer may not reproduce this product for its own benefit.

13. Limitation of Liability. Developer shall not be liable to Customer for any loss of profits regarding the product. Enter the amount that is the limit that the Developer may be held responsible for any possible liability under this agreement.

14. Independent Contractor. The Developer under this agreement is an independent contractor.

15. Non-Solicitation. Customer may not solicit any employees of the Developer.





16. Termination. Either party has a right to terminate this agreement with no less than 60 days notice. The parties can alter this amount as needed-some may opt for a shorter period (30 days). In case of a material breach of the agreement, it can be terminated with 30 days notice.

17. Force Majeure. In the event that the performance under this agreement is hindered due to an act from God, the agreement is suspended.

18. Severability. If any part of this agreement is held to be unenforceable, it does not affect the other provisions of the agreement.

19. Entirety. This agreement reflects the full understanding of the parties. Any subsequent amendments must be in writing.

20. Assignment. This agreement is only assignable with prior written consent.

21. Amendment/Modification. Any amendment must be in writing.

22. Governing Law:   The agreement specifies that laws of England & Wales will control.  Fill in where arbitration would take place, if necessary.

23. Solicitors Fees. In the event of litigation, the prevailing party will be entitled to solicitors fees.

24. Notices. Notices will be sent to the addresses indicated in this agreement, by the means mentioned in the provision.

25. Headings. Heading are not considered part of the agreement.

26. Counterparts.  Signing in counterparts means that each party may sign an exact duplicate of the document, together they are considered one fully executed document. Signing in counterparts is common where both parties cannot be present to sign.

Signature Block:   Both parties should sign the document where indicated in the presence of a witness.







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CUSTOM SOFTWARE DEVELOPMENT AGREEMENT


This Agreement (Agreement”) is made on this _____of day of ___________ 20_____.

BETWEEN

___________ (Name of the Customer) having its offices at ____________ (Address of customer) (hereinafter referred to as, Customer)

AND
___________ (Name of the Software developer), having offices at ____________ (Address of Software developer) (hereinafter referred to as Developer).
Customer and Developer are hereinafter collectively referred as “Partiesand individually as “Party”.
RECITALS
Customer is desirous of engaging Developer as an independent contractor to develop the computer software ___________________ (describe the type of software to be developed) as per specifications described in Exhibit-A, (hereinafter referred to as Software Product).

Developer desires to develop Software Product to Customer on the terms and conditions as set forth in this Agreement.

1. DEFINITIONS:

In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:

1.1   "Accepted"

Means, in relation to Software Product, that the Customer has issued an acceptance certificate following the passing of the Acceptance Tests relating thereto and "accept", “acceptance” has a corresponding meaning.

1.2   “Acceptance Date

Shall mean, in relation to the Software Product, the date mentioned on an acceptance certificate issued by Customer, certified by the Customer as the date when the Software Products are Accepted by Customer.


1.3   Licenses

Licence to use the Software Product.

1.4   “Manuals

Operating and technical manuals to be supplied by Developer along with the Software.

1.5   “Purchase Order

Order placed by Customer for the Software Product and /Licenses.

1.6   “Services

Services to be provided by developer under this Agreement.

1.7   “Site

Customers office at _____________ and/or any other office designated by Customer.

1.8   "Software Product



(Briefly specify description of Software Product to be developed)


2. SCOPE OF THE SERVICES

Developer shall develop Software Product as per specifications in Exhibit-A, within _____________ (Specify the date of completion of Software Product).

Developer grants the following Licenses to Customer:
License to use _________________________ (Specify the name of Software Product) (hereinafter referred to as Licenses”).


 2.1  SOFTWARE PRODUCT OVERVIEW

______________ (Name of Software Product) is a Software Product, which is for _______________________ (Specify purpose of software Product). 

The Software Product to be licensed by Developer shall comprise of following:
____________________________________________________________________________
_______________________________________________________ (list of Software Product)

3. Commercial Terms and Conditions for Software Product

Developer shall deliver the Software Product on the following terms and conditions:

3.1 Delivery

The Software Product shall be delivered within __ days of receiving the Purchase Order with advance.

3.2 Warranty

THE SOFTWARE PRODUCT FURNISHED UNDER THIS AGREEMENT IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY; INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. DEVELOPER DOES NOT WARRANT THAT THE SOFTWARE PRODUCT MEETS CUSTOMER'S NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SOFTWARE PRODUCT.  

OR

Express Warranties:

Developer shall extend warranty support for a period of _____ months from date of installation without any cost. After the expiry of ___ months/ year from the Acceptance Date, Annual maintenance (Specify the period of maintenance as agreed between parties) charges shall be paid by Customer to Developer in advance.

The warranty support entitles Customer for the following:

a.   Telephonic consultation, assistance and advice with respect to technical queries.

b.   One man month of efforts for customisation is included in warranty period. (Specify as agreed between parties)

c.   Corrections to errors reported in the current release of the program (s) as and when the same are made available by Customer.

d.   Warranty terms for Software Product is limited to replacement of defective Software Product and do not include re-installation. Any re-installation shall be charged separately at customised rates.

e.   Free software updates/patches to the Software Product as and when they become available during the support period. In case Customer introduces new functionality as optional, separately priced Product, the same shall not be included as free update.

THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES GRANTED BY DEVELOPER. DEVELOPER DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.    

3.3 Consideration and Payment
a) The price for Software Product shall be £ ____________ plus taxes all payable in advance on the placing of Purchase Order. This agreed price is valid for period of one year from date of this Agreement and Customer needs to place the Purchase Order for the same before the said time period to avail the same. Software Product shall be delivered within ___ months from the date of Purchase Order.
b) The total consideration at which Developer shall deliver the Licenses is £ ____________ plus taxes as applicable. Customer shall make payment to Developer in accordance with Exhibit-B of this Agreement.
d) Any customisation shall be made at a rate of £ _________ per month plus applicable taxes which shall be subject to revision by mutual agreement after a period of __ months/ years from the date of this Agreement.
e) Late payments by Customer shall be subject to late penalty fees of ____% per month from the due date until the amount is paid.  

3.4 Annual Maintenance Charges

After the expiry of ____ months/year from the Acceptance Date an annual maintenance charge shall be payable by Customer to Developer towards the maintenance of the Software Product. The maintenance charges shall be ____% of the total consideration and shall be payable in advance.

3.5 Taxes

The total consideration as stated above in clause 3.3 is excluding any taxes and duties. For the Software Product and/ Licenses VAT of ______________ % shall be applicable and for customisation and facility management ________________% service tax shall be applicable.

3.6 Other Expenses

Any communication, travel, boarding and lodging charges if any incurred by developer for providing the services under this Agreement shall be billable to Customer. Customer shall be liable to make payment only against submission of invoices.


3.7 User Acceptance Test (UAT)

The Acceptance Tests shall be carried out by Customer as per the acceptance test document agreed between Developer and Customer. The Acceptance Test shall be completed by Customer within __ weeks from the date indicated by Developer.  Customer shall issue an acceptance certificate stating that the Software Product has been accepted by Customer and the Acceptance Date.  In case of non-completion by Customer, the Software Product shall be deemed to be accepted on the expiry of ___ weeks from the date of its installation.


4. RESPONSIBILITIES OF CUSTOMER

a.   Employ one suitably qualified person to co-ordinate the activities relating to the implementation of the Software Product and to manage day to day technical administration / operations.

b.   Procure and install the necessary hardware, licensed system software, networking equipment, etc.

c.   Provide facilities for conducting training at the server location.

d.   To obtain necessary regulatory clearances/approvals for the operation of the Software Product purchased.


5. RESPONSIBILITIES OF DEVELOPER

a.   Developer shall take the complete responsibility for implementation of Software Product.

b.   Developer shall provide minimum support for a period of _____ months/years from the date of this Agreement subject to the commercial terms and conditions as mentioned in this Agreement.

c.   Developer shall deploy the required team of engineers to see that project for the implementation of the Software Product is executed in time.

d.   Developer shall provide one-year free warranty and comprehensive maintenance. (This depends on mutual agreement between parties)

e.   Developer shall submit a detailed training schedule for training of Customer staff and/ authorised representative in advance.

f.   Developer shall provide all Manuals and do and dont documents related to Software Product to Customer.

g.   Developer shall ensure that the Software Product shall be in conformity with the user Manuals prescribed for the Software Product.  

h.   Developer shall if required by Customer, enter into an agreement with escrow agent for the deposit of the source code of the Software Product with the escrow agent located in _______ (Specify the place of escrow agent).  The terms of that agreement will be substantially the same as the standard terms issued by such escrow agent. Developer shall then immediately notify escrow agent that Customer is to have the benefit of that agreement and be a licensee under it.  Customer shall pay any costs associated with the establishment of the escrow and Customer shall pay any renewal costs which occur under the escrow.

i.   Developer shall keep at the Site, the modules of auditing and testing software and train the Customer Staff the use of the modules.

j.   Developer shall provide the requisite support for creation and generation of additional reports as may be required for statutory and other purposes.

k.   For monitoring the proper functioning of the Software Product that is agreed to be developed by Developer for Customer, the former shall depute a qualified and well-trained resident-engineer to be available at the Site always for an initial period of _____ month/months from the date of the installation of the Software Product, to attend to any kind of rectification or defect or mal-functioning of the software that might be noticed during that period.


6. OWNERSHIP OF SOFTWARE PRODUCT (check applicable provision)
 
[_] Ownership by Customer  
Developer assigns to Customer its entire right, title and interest in Software Product created or developed by Developer for Customer under this Agreement including all patents, copyrights, trade secrets and other proprietary rights upon full payments made by Customer to Developer.  Developer shall execute all the documents necessary to secure copyright, patent, or other intellectual property rights in the Software Product at no charge to client. However, Customer shall reimburse Developer for reasonable out-of-pocket expenses.  Customer grants to Developer a nonexclusive, license for the term of ______ years to use the Software Product.  

OR

[_] Ownership by Developer with exclusive license to Customer
Developer shall retain all copyright, patents, trade secret and other intellectual property rights Developer may have in Software Product created or developed by Developer for Customer under this Agreement. Developer grants Customer a non transferable license to use the Software Product. The license is conditioned upon full payment of the compensation due Developer under this Agreement.  The license shall be exclusive in __________ (Specify place/territory) for a period of _____ months/year following acceptance by Customer of the Software Product as set forth in this Agreement. The license shall automatically revert to a perpetual nonexclusive license following the period of exclusivity.  The license shall authorise Customer to:  
   Install the Software Product on computer systems owned, leased or otherwise controlled by Customer;
   Utilise the Software Product for its internal data-processing purposes (but not for time-sharing or service bureau purposes) and
   Copy the Software Product only as necessary to exercise the rights granted in this Agreement

OR

[_] Ownership by Developer with non-exclusive license to Customer 
Developer shall retain all copyright, patents, trade secret and other intellectual property rights Developer may have in Software Product created or developed by Developer for Customer under this Agreement subject to payment of all compensation due under this Agreement, Developer grants Customer a nonexclusive, non-transferable, royalty-free license to use the Software Product.  The license shall authorise Customer to:  
   Install the Software Product on computer systems owned, leased or otherwise controlled by Customer.
   Utilise the Software Product for its internal data-processing purposes (but not for time-sharing or service bureau purposes), and  
   Copy the Software Product only as necessary to exercise the rights granted in this Agreement.  
OR

[_] Joint ownership  
Developer hereby grants Customer an undivided one-half interest in the Software Product and associated documentation. The Software Product may be freely used by either party without accounting to the other party. Customer and Developer agree to execute all documents reasonably necessary to legally establish their joint ownership of the Software Product.    

7. OWNERSHIP OF BACKGROUND TECHNOLOGY  

Customer acknowledges that Developer owns or holds a license to use and sublicense various pre-existing development tools, routines, subroutines and other programs, data and materials that Developer may include in the Software Product developed under this Agreement. This material shall be referred to as "Background Technology." Developer's Background Technology includes, but is not limited to those items identified in Exhibit C.  Developer retains all right, title and interest, including all copyright, patent rights and trade secret rights in the Background Technology. Subject to full payment of the fees due under this Agreement, Developer grants Customer a nonexclusive, perpetual worldwide license to use the Background Technology in the Software Product developed for and delivered to Customer under this Agreement, and all updates and revisions thereto. However, Customer shall make no other commercial use of the Background Technology without Developer's written consent.

8. MARKETING & SALE OF LICENSES

Both the Parties agree that in case of sale of License for use of Software Product then Developer shall be entitled to the following revenue sharing percentage:
(Specify the sharing percentage as agreed between parties)

Provided that such revenue sharing percentage mentioned above shall be applicable to only first __ sales made by Customer or total sales made by Customer till ___day of______ whichever is earlier. The above payments shall become due from the date of such sale. In the event Customer fails to make the aforesaid payments within a period of __ days from the date of occurrence of the aforesaid sale, Developer shall be entitled to the aforesaid payments along with interest thereon at the rate of __% per annum from the date it is due to the date of repayment.  

9. TERM

This Agreement shall be valid till _____________ (Specify the date) unless terminated earlier as provided in clause 17 of this Agreement.  

10. MERGER / SALE OF BUSINESS:-

a)   Should Customer merge with other Company, all rights of Customer under this Agreement shall devolve to the transferee entity;
b)   Should Developer merge/sells its business, it should ensure continuation of uninterrupted services to Customer in regard to the on-line trading Software Product, failing which Customer will be entitled to be indemnified for the losses and damages arising thereof.


11. REPRESENTATIONS
   
Developer  represents and warrants that the Software Product delivered hereunder do not or shall not infringe or conflict with any right of any third party and that no warranty, condition, undertaking or term, or otherwise, is given or to be implied as to the suitability of the Software Product for any particular purpose or for use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to Developer and all such warranties, conditions, undertakings and terms are hereby nullified and excluded.

12. Confidentiality
   Each Party shall treat as confidential the Agreement  and all information obtained from the other pursuant to the Agreement  and shall not divulge such information to any person (except to such party's own employees and other persons and then only to those employees and persons who need to know the same) without the other party's prior written consent provided that this clause shall not extend to information which was rightfully in the possession of such party prior to the commencement of the negotiations leading to the Agreement , which is already in public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause) or which is obvious.  Each Party shall ensure that its employees are aware of and comply with the provisions of this clause. The foregoing obligations as to confidentiality shall survive any termination of the Agreement.
13. NON-COMPETITION

Developer shall not duplicate or otherwise reproduce, directly or indirectly, in whole or in part, the Software Product or any material relating thereto except as and for the use specified in the Agreement. Developer shall take all reasonable steps to ensure that all authorised personnel including its employees and agents having access to the Software Product shall refrain from disclosure, duplication or reproduction in any form.
14. LIMITATION OF LIABILITY 
   In no event shall Developer be liable to Customer for loss of profits of Customer, or special or consequential damages, even if Developer has been advised of the possibility of such damages.  
   Developer's total liability under this Agreement for damages, costs and expenses, regardless of cause, shall not exceed the total amount of fees paid to Developer by Customer under this Agreement or £_________, whichever is greater.  
   Developer shall not be liable for any claim or demand made against Customer by any third party except to the extent such claim or demand relates to copyright, trade secret or other proprietary rights, and then only as provided in the section of this Agreement entitled Intellectual Property Infringement Claims.  
   Customer shall indemnify Developer against all claims, liabilities and costs, including reasonable solicitor fees, of defending any third party claim or suit arising out of the use of the Software Product provided under this Agreement, other than for infringement of intellectual property rights. Developer shall promptly notify Customer in writing of any third party claim or suit and Customer shall have the right to fully control the defence and any settlement of such claim or suit.


15. INDEPENDENT CONTRACTOR
 
Developer is an independent contractor, and neither Developer nor Developer's employees is, or shall be deemed, Client's employees. Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties. Neither developer nor Developers employees are entitled to any benefits which are available to employees of Customer.

16. NON-SOLICITATION OF DEVELOPER'S EMPLOYEES  

Customer shall not knowingly hire or solicit Developer's employees during performance of this Agreement and for a period of _____ months/years after termination of this Agreement without Developer's written consent.    
      
17. TERMINATION

17.1 Either Party has the right to terminate the Agreement by giving not less than 60 (sixty) days clear notice in writing to the other Party.

17.2 In case of material breach of any terms and conditions of this Agreement by any Party, this Agreement can be terminated by the other Party by giving 30 (thirty) days notice to the other party. The rights and obligations arising out of or in relation to this Agreement or payments due to be made or received by either Party prior to the termination of this Agreement shall continue to remain in force notwithstanding the termination of this Agreement.

17.3 If before the delivery of the Software Product if any Party cancels the Purchase Order then such Party shall be liable to pay 20% of the total consideration as mentioned in clause 3.3a)  of this Agreement to the other Party.

17.4 Developer shall on the termination of this Agreement due to material breach by Customer be entitled to take back the Software Products and/ Licenses and may at its option also forfeit the entire consideration paid by Customer.

17.5 Either Party would be entitled to terminate this Agreement within 60 days from the date of execution of this Agreement. Termination under this Clause shall not in any event be after the issuance of the acceptance certificate by Customer.

18. FORCE MAJEURE   

In the event that the performance of the obligations under this Agreement by either Party are prevented or hindered in consequence of any act of God or circumstances beyond the control of the Parties, then such performance or obligations shall wholly or partially be suspended during the period and no party shall be liable to other party during such period owing to such circumstances.

19. SEVERABILITY

The various provisions and sub provisions of this Agreement are severable and if any provision or sub provision or part thereof is held to be unenforceable by any court of competent jurisdiction, then such enforceability shall not affect the validity or enforceability of the remaining provisions or sub provisions or parts thereof in this Agreement.

20. ENTIRETY

This Agreement contains the Parties entire agreement relating to the subject matters provided for herein and supersedes any and all prior agreements or understandings. No amendment or addition to this Agreement shall be valid unless made in writing and signed by authorised representatives of each Party.

21. ASSIGNMENT

Neither Party may validly assign all or part of the rights and obligations arising under this Agreement, without the other Partys prior written consent.

22. AMENDMENT/ MODIFICATION
   
No modification or amendment to this Agreement and no waiver of any of the terms or conditions hereto shall be valid or binding unless made in writing and duly executed by the Parties.

23. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of England & Wales, irrespective of where the Software Product is used. All disputes and differences of opinion arising out of or in connection with this Agreement shall be referred to a panel of three arbitrators, with each Party appointing one arbitrator, and the arbitrators so appointed jointly nominating an impartial umpire. The arbitration shall be in accordance with the provisions of the Arbitration Act 1996.  The arbitration will be held at ______ (Specify the place). This Clause shall survive the termination of this Agreement.

24. SOLICITORS FEES  

If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable solicitor fees, costs and expenses.    

25. NOTICES

Any notice required to be given hereunder shall be given by sending the same by registered mail, postage prepaid, return receipt requested and by telex or facsimile, to the address stated herein above, or to any subsequent address designated by either Party for the purpose of receiving notices pursuant to this Agreement. All notices shall be deemed to have been validly given on (i) the business date immediately after the date of transmission with confirmed answer back, if transmitted by facsimile/electronic transmission, or (ii) after  10 (ten) business days, if transmitted by courier or registered post.

26. HEADINGS

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
27.   COUNTERPARTS
This Agreement may be signed in two counterparts, each of which shall be deemed an original and both of which shall together constitute one agreement.
IN WITNESS WHEREOF, PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATE FIRST ABOVE WRITTEN
      
FOR AND ON BEHALF OF                            FOR AND ON BEHALF OF
CUSTOMER:                          SOFTWARE DEVELOPER:

________________________         ________________________          

TITLE / OFFICE / POSITION:         TITLE / OFFICE / POSITION:
                
________________________         ________________________


WITNESSED BY:

________________________         ________________________



EXHIBIT-A
Specifications of Software


EXHIBIT-B
Payment Terms
EXHIBIT-C
Background Technology


Number of Pages22
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#33555
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.









 

Custom Software Development Agreement
(England & Wales)















This Packet Includes:
1. Instructions & Checklist
2. General Information
3. Step-by-Step Instructions


2. Custom Software Development Agreement






Instructions & Checklist
Custom Software Development Agreement
(England & Wales)

q   Before execution (signing) of this Agreement, the parties should attach the following Exhibits to this Agreement: Exhibit A, setting forth the exact software specifications. Exhibit B setting forth the payment schedule. Exhibit C outlining all “background technology” that has been used by the Developer, which the Developer owns or has the license to use.

q   Both parties should carefully review the document and execute (sign) where indicated. The document may need to be witnessed. This means you will need to have an impartial third party present at the signing. They will need to sign their name on the signature page.  Once the document is fully executed, each party should retain a signed copy for their own records.

q   Laws vary from time to time. These forms are not intended to be and are not a substitute for legal advice. You should consult with your solicitors before using this agreement to ensure that it complies with all laws.

q   The purchase and use of these forms is subject to the “Disclaimers and Terms of Use” found at findlegalforms.com.







General Information
Custom Software Development Agreement
(England & Wales)

This kits sample Custom Software Development Agreement includes general provisions customarily included in such agreements. It is suitable to any size of software project.  

Purpose of this agreement

This is an agreement between the customer and software developer for purpose of development of software. It defines the rights and obligations of both parties to the contract. It includes details of the development of software, maintenance, payment terms, training, ownership, confidentiality, warranties, intellectual property, governing law, etc. It will guide the relationship between software developer and a customer. It also helps to protect against service-related problems in future.

Who Needs this Agreement?

This agreement is used by: i) a software developer (company or individual) who develops software for clients (local or international); or ii) a company or individual who hires a software developer for development of software.



Benefits of this Agreement

   Suits any type of software development;
   Covers all legal aspects;
   Protects both contracting parties; and
   Written in simple user friendly English










Step-by-Step Instructions
Custom Software Development Agreement
(England & Wales)

These instructions will walk the user through the document, highlight special areas of interest, and indicate where information needs to be filled in. It is important that both parties read and understand this document in its entirety.

Introduction:  Fill in the date.  Fill in the name of the Customer (the person or company requesting the software); and fill in the name of the Developer (the person or company writing the software).

Recitals:   Fill in a brief description of the software to be developed.

Definitions: Review the definitions.

2. Scope of Services:
  The agreement makes reference to an Exhibit A, which will be part of the agreement. This Exhibit A should contain the specifications of the software to be developed. In this section, fill in the estimated completion date of the project. Developer grants a license to the Customer. Fill in the name of the software product.

2.1. Software Overview:   Fill in the name of the software, and for what purpose it will be used for. List a detailed description of the software that will be licensed to the Customer.

3. Commercial Terms and Conditions:

3.1 Delivery:  fill in the number of days needed from receiving the Purchase Order to the completion of the software product.

3.2 Warranty:   The parties have a choice of which warranty to use in this agreement. A warranty is an assurance that the product will be delivered and meet certain specifications. In the first paragraph, the software will be provided “as is.” The second paragraph includes a warranty for the software for a period of time (fill in the amount of months). The software includes technical support, phone consultations, corrections, free updates, etc.

3.3 Consideration and Payment. Consideration is an essential element to any agreement. Something of value must be exchanged between the parties in order to have a binding contract.  



3.3. a)  Fill in the prices of the software product, and the number of months that it will take to deliver the product after receiving the Purchase Order.


b)   After a certain sum has been paid by the Customer, the Developer will deliver the software licenses. Enter the sum that must be paid prior to the release of the licenses. Note that this agreement makes reference to Exhibit B, which will serve as a payment schedule.

d)   Any special customisation of the software shall be paid at a certain rate-enter the amount, and can be revised for a period of time (enter the period of time in months).

e)   Any late payment will be charged a penalty. Enter the percentage per month.

3.4 Annual Maintenance Charges:

  After a certain period of time, the Customer will pay the Developer a maintenance fee. Enter the time period when the maintenance fee starts. Enter the percentage of the total consideration that will be paid as maintenance fee.

3.5 Taxes.   This agreement sets forth percentage fees to be charged for taxes. These amounts can be changed as needed according the parties requirements.

3.6 Other Expenses.  Customer will pay for the Developers travel and lodging expenses.

3.7 User Acceptance Test. The Customer will conduct an acceptance test of the software. Enter the amount of weeks that the customer has to conduct the test after delivery.

4. Responsibilities of Customer.  The customer has various responsibilities with regard to employing a contact person who will coordinate the activities regarding implanting the software, supplying all necessary hardware, provide training facilities, etc.

5. Responsibilities of Developer.  Review the list of responsibilities. These responsibilities are fairly standard for a Developer agreement. In b) indicate the length of time that the Developer will provide support. In h) if the Developer puts the source code in escrow, enter the location. In k) an engineer will be provided for a period of time (enter the amount of months) to assist with installation and deal with any problems.





6. Ownership of Software.   There are four provisions to choose from here. In the first, the Developer assigns their entire right to the software to the Customer. The Customer grants a license to the Developer for a period of time to use the product.

In the second, the Developer owns the software and grants an exclusive license to the Customer. In this case only the customer would ever be granted a license for the product. If this provision is used, fill in the territory and length of the license.

In the third, the Developer owns the software and grants the Customer a non-exclusive license.

Or, the product is jointly owned by each the Developer and the Customer.



7. Ownership of Background Technology. The Developer owns or holds a license on all background technology used in the creation of the software.  This technology should be set forth on the Exhibit C of the agreement.

8. Marketing & Sale of Licenses.   If the license for use of the product is sold, the Developer will be entitled to a revenue sharing percentage. Fill in the time frame when this will take effect, and end. If Customer fails to make timely payments, the Developer will be entitled to payments, plus interest (fill in the interest rate).

9. Term.   Specify term of the agreement.

10. Representations. The Developer warrants that the product does not infringe on the rights on any third party. The Developer makes no warranty as to the suitability of the product for any particular purpose.

11. Confidentiality. These clauses are standard in most all business agreements. Often if the parties feel that they want extra protection in this area, they can also include a Non-Disclosure Agreement. This clause basically states that all information exchanged between the parties for the purposes of creating the product must remain confidential.

12. Non-Competition. The Developer may not reproduce this product for its own benefit.

13. Limitation of Liability. Developer shall not be liable to Customer for any loss of profits regarding the product. Enter the amount that is the limit that the Developer may be held responsible for any possible liability under this agreement.

14. Independent Contractor. The Developer under this agreement is an independent contractor.

15. Non-Solicitation. Customer may not solicit any employees of the Developer.





16. Termination. Either party has a right to terminate this agreement with no less than 60 days notice. The parties can alter this amount as needed-some may opt for a shorter period (30 days). In case of a material breach of the agreement, it can be terminated with 30 days notice.

17. Force Majeure. In the event that the performance under this agreement is hindered due to an act from God, the agreement is suspended.

18. Severability. If any part of this agreement is held to be unenforceable, it does not affect the other provisions of the agreement.

19. Entirety. This agreement reflects the full understanding of the parties. Any subsequent amendments must be in writing.

20. Assignment. This agreement is only assignable with prior written consent.

21. Amendment/Modification. Any amendment must be in writing.

22. Governing Law:   The agreement specifies that laws of England & Wales will control.  Fill in where arbitration would take place, if necessary.

23. Solicitors Fees. In the event of litigation, the prevailing party will be entitled to solicitors fees.

24. Notices. Notices will be sent to the addresses indicated in this agreement, by the means mentioned in the provision.

25. Headings. Heading are not considered part of the agreement.

26. Counterparts.  Signing in counterparts means that each party may sign an exact duplicate of the document, together they are considered one fully executed document. Signing in counterparts is common where both parties cannot be present to sign.

Signature Block:   Both parties should sign the document where indicated in the presence of a witness.







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FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only a solicitor can provide legal advice.  A solicitor should be consulted for all serious legal matters.  No Solicitor-Client relationship is created by use of these materials.  
THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 

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CUSTOM SOFTWARE DEVELOPMENT AGREEMENT


This Agreement (Agreement”) is made on this _____of day of ___________ 20_____.

BETWEEN

___________ (Name of the Customer) having its offices at ____________ (Address of customer) (hereinafter referred to as, Customer)

AND
___________ (Name of the Software developer), having offices at ____________ (Address of Software developer) (hereinafter referred to as Developer).
Customer and Developer are hereinafter collectively referred as “Partiesand individually as “Party”.
RECITALS
Customer is desirous of engaging Developer as an independent contractor to develop the computer software ___________________ (describe the type of software to be developed) as per specifications described in Exhibit-A, (hereinafter referred to as Software Product).

Developer desires to develop Software Product to Customer on the terms and conditions as set forth in this Agreement.

1. DEFINITIONS:

In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:

1.1   "Accepted"

Means, in relation to Software Product, that the Customer has issued an acceptance certificate following the passing of the Acceptance Tests relating thereto and "accept", “acceptance” has a corresponding meaning.

1.2   “Acceptance Date

Shall mean, in relation to the Software Product, the date mentioned on an acceptance certificate issued by Customer, certified by the Customer as the date when the Software Products are Accepted by Customer.


1.3   Licenses

Licence to use the Software Product.

1.4   “Manuals

Operating and technical manuals to be supplied by Developer along with the Software.

1.5   “Purchase Order

Order placed by Customer for the Software Product and /Licenses.

1.6   “Services

Services to be provided by developer under this Agreement.

1.7   “Site

Customers office at _____________ and/or any other office designated by Customer.

1.8   "Software Product



(Briefly specify description of Software Product to be developed)


2. SCOPE OF THE SERVICES

Developer shall develop Software Product as per specifications in Exhibit-A, within _____________ (Specify the date of completion of Software Product).

Developer grants the following Licenses to Customer:
License to use _________________________ (Specify the name of Software Product) (hereinafter referred to as Licenses”).


 2.1  SOFTWARE PRODUCT OVERVIEW

______________ (Name of Software Product) is a Software Product, which is for _______________________ (Specify purpose of software Product). 

The Software Product to be licensed by Developer shall comprise of following:
____________________________________________________________________________
_______________________________________________________ (list of Software Product)

3. Commercial Terms and Conditions for Software Product

Developer shall deliver the Software Product on the following terms and conditions:

3.1 Delivery

The Software Product shall be delivered within __ days of receiving the Purchase Order with advance.

3.2 Warranty

THE SOFTWARE PRODUCT FURNISHED UNDER THIS AGREEMENT IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY; INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. DEVELOPER DOES NOT WARRANT THAT THE SOFTWARE PRODUCT MEETS CUSTOMER'S NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SOFTWARE PRODUCT.  

OR

Express Warranties:

Developer shall extend warranty support for a period of _____ months from date of installation without any cost. After the expiry of ___ months/ year from the Acceptance Date, Annual maintenance (Specify the period of maintenance as agreed between parties) charges shall be paid by Customer to Developer in advance.

The warranty support entitles Customer for the following:

a.   Telephonic consultation, assistance and advice with respect to technical queries.

b.   One man month of efforts for customisation is included in warranty period. (Specify as agreed between parties)

c.   Corrections to errors reported in the current release of the program (s) as and when the same are made available by Customer.

d.   Warranty terms for Software Product is limited to replacement of defective Software Product and do not include re-installation. Any re-installation shall be charged separately at customised rates.

e.   Free software updates/patches to the Software Product as and when they become available during the support period. In case Customer introduces new functionality as optional, separately priced Product, the same shall not be included as free update.

THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES GRANTED BY DEVELOPER. DEVELOPER DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.    

3.3 Consideration and Payment
a) The price for Software Product shall be £ ____________ plus taxes all payable in advance on the placing of Purchase Order. This agreed price is valid for period of one year from date of this Agreement and Customer needs to place the Purchase Order for the same before the said time period to avail the same. Software Product shall be delivered within ___ months from the date of Purchase Order.
b) The total consideration at which Developer shall deliver the Licenses is £ ____________ plus taxes as applicable. Customer shall make payment to Developer in accordance with Exhibit-B of this Agreement.
d) Any customisation shall be made at a rate of £ _________ per month plus applicable taxes which shall be subject to revision by mutual agreement after a period of __ months/ years from the date of this Agreement.
e) Late payments by Customer shall be subject to late penalty fees of ____% per month from the due date until the amount is paid.  

3.4 Annual Maintenance Charges

After the expiry of ____ months/year from the Acceptance Date an annual maintenance charge shall be payable by Customer to Developer towards the maintenance of the Software Product. The maintenance charges shall be ____% of the total consideration and shall be payable in advance.

3.5 Taxes

The total consideration as stated above in clause 3.3 is excluding any taxes and duties. For the Software Product and/ Licenses VAT of ______________ % shall be applicable and for customisation and facility management ________________% service tax shall be applicable.

3.6 Other Expenses

Any communication, travel, boarding and lodging charges if any incurred by developer for providing the services under this Agreement shall be billable to Customer. Customer shall be liable to make payment only against submission of invoices.


3.7 User Acceptance Test (UAT)

The Acceptance Tests shall be carried out by Customer as per the acceptance test document agreed between Developer and Customer. The Acceptance Test shall be completed by Customer within __ weeks from the date indicated by Developer.  Customer shall issue an acceptance certificate stating that the Software Product has been accepted by Customer and the Acceptance Date.  In case of non-completion by Customer, the Software Product shall be deemed to be accepted on the expiry of ___ weeks from the date of its installation.


4. RESPONSIBILITIES OF CUSTOMER

a.   Employ one suitably qualified person to co-ordinate the activities relating to the implementation of the Software Product and to manage day to day technical administration / operations.

b.   Procure and install the necessary hardware, licensed system software, networking equipment, etc.

c.   Provide facilities for conducting training at the server location.

d.   To obtain necessary regulatory clearances/approvals for the operation of the Software Product purchased.


5. RESPONSIBILITIES OF DEVELOPER

a.   Developer shall take the complete responsibility for implementation of Software Product.

b.   Developer shall provide minimum support for a period of _____ months/years from the date of this Agreement subject to the commercial terms and conditions as mentioned in this Agreement.

c.   Developer shall deploy the required team of engineers to see that project for the implementation of the Software Product is executed in time.

d.   Developer shall provide one-year free warranty and comprehensive maintenance. (This depends on mutual agreement between parties)

e.   Developer shall submit a detailed training schedule for training of Customer staff and/ authorised representative in advance.

f.   Developer shall provide all Manuals and do and dont documents related to Software Product to Customer.

g.   Developer shall ensure that the Software Product shall be in conformity with the user Manuals prescribed for the Software Product.  

h.   Developer shall if required by Customer, enter into an agreement with escrow agent for the deposit of the source code of the Software Product with the escrow agent located in _______ (Specify the place of escrow agent).  The terms of that agreement will be substantially the same as the standard terms issued by such escrow agent. Developer shall then immediately notify escrow agent that Customer is to have the benefit of that agreement and be a licensee under it.  Customer shall pay any costs associated with the establishment of the escrow and Customer shall pay any renewal costs which occur under the escrow.

i.   Developer shall keep at the Site, the modules of auditing and testing software and train the Customer Staff the use of the modules.

j.   Developer shall provide the requisite support for creation and generation of additional reports as may be required for statutory and other purposes.

k.   For monitoring the proper functioning of the Software Product that is agreed to be developed by Developer for Customer, the former shall depute a qualified and well-trained resident-engineer to be available at the Site always for an initial period of _____ month/months from the date of the installation of the Software Product, to attend to any kind of rectification or defect or mal-functioning of the software that might be noticed during that period.


6. OWNERSHIP OF SOFTWARE PRODUCT (check applicable provision)
 
[_] Ownership by Customer  
Developer assigns to Customer its entire right, title and interest in Software Product created or developed by Developer for Customer under this Agreement including all patents, copyrights, trade secrets and other proprietary rights upon full payments made by Customer to Developer.  Developer shall execute all the documents necessary to secure copyright, patent, or other intellectual property rights in the Software Product at no charge to client. However, Customer shall reimburse Developer for reasonable out-of-pocket expenses.  Customer grants to Developer a nonexclusive, license for the term of ______ years to use the Software Product.  

OR

[_] Ownership by Developer with exclusive license to Customer
Developer shall retain all copyright, patents, trade secret and other intellectual property rights Developer may have in Software Product created or developed by Developer for Customer under this Agreement. Developer grants Customer a non transferable license to use the Software Product. The license is conditioned upon full payment of the compensation due Developer under this Agreement.  The license shall be exclusive in __________ (Specify place/territory) for a period of _____ months/year following acceptance by Customer of the Software Product as set forth in this Agreement. The license shall automatically revert to a perpetual nonexclusive license following the period of exclusivity.  The license shall authorise Customer to:  
   Install the Software Product on computer systems owned, leased or otherwise controlled by Customer;
   Utilise the Software Product for its internal data-processing purposes (but not for time-sharing or service bureau purposes) and
   Copy the Software Product only as necessary to exercise the rights granted in this Agreement

OR

[_] Ownership by Developer with non-exclusive license to Customer 
Developer shall retain all copyright, patents, trade secret and other intellectual property rights Developer may have in Software Product created or developed by Developer for Customer under this Agreement subject to payment of all compensation due under this Agreement, Developer grants Customer a nonexclusive, non-transferable, royalty-free license to use the Software Product.  The license shall authorise Customer to:  
   Install the Software Product on computer systems owned, leased or otherwise controlled by Customer.
   Utilise the Software Product for its internal data-processing purposes (but not for time-sharing or service bureau purposes), and  
   Copy the Software Product only as necessary to exercise the rights granted in this Agreement.  
OR

[_] Joint ownership  
Developer hereby grants Customer an undivided one-half interest in the Software Product and associated documentation. The Software Product may be freely used by either party without accounting to the other party. Customer and Developer agree to execute all documents reasonably necessary to legally establish their joint ownership of the Software Product.    

7. OWNERSHIP OF BACKGROUND TECHNOLOGY  

Customer acknowledges that Developer owns or holds a license to use and sublicense various pre-existing development tools, routines, subroutines and other programs, data and materials that Developer may include in the Software Product developed under this Agreement. This material shall be referred to as "Background Technology." Developer's Background Technology includes, but is not limited to those items identified in Exhibit C.  Developer retains all right, title and interest, including all copyright, patent rights and trade secret rights in the Background Technology. Subject to full payment of the fees due under this Agreement, Developer grants Customer a nonexclusive, perpetual worldwide license to use the Background Technology in the Software Product developed for and delivered to Customer under this Agreement, and all updates and revisions thereto. However, Customer shall make no other commercial use of the Background Technology without Developer's written consent.

8. MARKETING & SALE OF LICENSES

Both the Parties agree that in case of sale of License for use of Software Product then Developer shall be entitled to the following revenue sharing percentage:
(Specify the sharing percentage as agreed between parties)

Provided that such revenue sharing percentage mentioned above shall be applicable to only first __ sales made by Customer or total sales made by Customer till ___day of______ whichever is earlier. The above payments shall become due from the date of such sale. In the event Customer fails to make the aforesaid payments within a period of __ days from the date of occurrence of the aforesaid sale, Developer shall be entitled to the aforesaid payments along with interest thereon at the rate of __% per annum from the date it is due to the date of repayment.  

9. TERM

This Agreement shall be valid till _____________ (Specify the date) unless terminated earlier as provided in clause 17 of this Agreement.  

10. MERGER / SALE OF BUSINESS:-

a)   Should Customer merge with other Company, all rights of Customer under this Agreement shall devolve to the transferee entity;
b)   Should Developer merge/sells its business, it should ensure continuation of uninterrupted services to Customer in regard to the on-line trading Software Product, failing which Customer will be entitled to be indemnified for the losses and damages arising thereof.


11. REPRESENTATIONS
   
Developer  represents and warrants that the Software Product delivered hereunder do not or shall not infringe or conflict with any right of any third party and that no warranty, condition, undertaking or term, or otherwise, is given or to be implied as to the suitability of the Software Product for any particular purpose or for use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to Developer and all such warranties, conditions, undertakings and terms are hereby nullified and excluded.

12. Confidentiality
   Each Party shall treat as confidential the Agreement  and all information obtained from the other pursuant to the Agreement  and shall not divulge such information to any person (except to such party's own employees and other persons and then only to those employees and persons who need to know the same) without the other party's prior written consent provided that this clause shall not extend to information which was rightfully in the possession of such party prior to the commencement of the negotiations leading to the Agreement , which is already in public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause) or which is obvious.  Each Party shall ensure that its employees are aware of and comply with the provisions of this clause. The foregoing obligations as to confidentiality shall survive any termination of the Agreement.
13. NON-COMPETITION

Developer shall not duplicate or otherwise reproduce, directly or indirectly, in whole or in part, the Software Product or any material relating thereto except as and for the use specified in the Agreement. Developer shall take all reasonable steps to ensure that all authorised personnel including its employees and agents having access to the Software Product shall refrain from disclosure, duplication or reproduction in any form.
14. LIMITATION OF LIABILITY 
   In no event shall Developer be liable to Customer for loss of profits of Customer, or special or consequential damages, even if Developer has been advised of the possibility of such damages.  
   Developer's total liability under this Agreement for damages, costs and expenses, regardless of cause, shall not exceed the total amount of fees paid to Developer by Customer under this Agreement or £_________, whichever is greater.  
   Developer shall not be liable for any claim or demand made against Customer by any third party except to the extent such claim or demand relates to copyright, trade secret or other proprietary rights, and then only as provided in the section of this Agreement entitled Intellectual Property Infringement Claims.  
   Customer shall indemnify Developer against all claims, liabilities and costs, including reasonable solicitor fees, of defending any third party claim or suit arising out of the use of the Software Product provided under this Agreement, other than for infringement of intellectual property rights. Developer shall promptly notify Customer in writing of any third party claim or suit and Customer shall have the right to fully control the defence and any settlement of such claim or suit.


15. INDEPENDENT CONTRACTOR
 
Developer is an independent contractor, and neither Developer nor Developer's employees is, or shall be deemed, Client's employees. Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties. Neither developer nor Developers employees are entitled to any benefits which are available to employees of Customer.

16. NON-SOLICITATION OF DEVELOPER'S EMPLOYEES  

Customer shall not knowingly hire or solicit Developer's employees during performance of this Agreement and for a period of _____ months/years after termination of this Agreement without Developer's written consent.    
      
17. TERMINATION

17.1 Either Party has the right to terminate the Agreement by giving not less than 60 (sixty) days clear notice in writing to the other Party.

17.2 In case of material breach of any terms and conditions of this Agreement by any Party, this Agreement can be terminated by the other Party by giving 30 (thirty) days notice to the other party. The rights and obligations arising out of or in relation to this Agreement or payments due to be made or received by either Party prior to the termination of this Agreement shall continue to remain in force notwithstanding the termination of this Agreement.

17.3 If before the delivery of the Software Product if any Party cancels the Purchase Order then such Party shall be liable to pay 20% of the total consideration as mentioned in clause 3.3a)  of this Agreement to the other Party.

17.4 Developer shall on the termination of this Agreement due to material breach by Customer be entitled to take back the Software Products and/ Licenses and may at its option also forfeit the entire consideration paid by Customer.

17.5 Either Party would be entitled to terminate this Agreement within 60 days from the date of execution of this Agreement. Termination under this Clause shall not in any event be after the issuance of the acceptance certificate by Customer.

18. FORCE MAJEURE   

In the event that the performance of the obligations under this Agreement by either Party are prevented or hindered in consequence of any act of God or circumstances beyond the control of the Parties, then such performance or obligations shall wholly or partially be suspended during the period and no party shall be liable to other party during such period owing to such circumstances.

19. SEVERABILITY

The various provisions and sub provisions of this Agreement are severable and if any provision or sub provision or part thereof is held to be unenforceable by any court of competent jurisdiction, then such enforceability shall not affect the validity or enforceability of the remaining provisions or sub provisions or parts thereof in this Agreement.

20. ENTIRETY

This Agreement contains the Parties entire agreement relating to the subject matters provided for herein and supersedes any and all prior agreements or understandings. No amendment or addition to this Agreement shall be valid unless made in writing and signed by authorised representatives of each Party.

21. ASSIGNMENT

Neither Party may validly assign all or part of the rights and obligations arising under this Agreement, without the other Partys prior written consent.

22. AMENDMENT/ MODIFICATION
   
No modification or amendment to this Agreement and no waiver of any of the terms or conditions hereto shall be valid or binding unless made in writing and duly executed by the Parties.

23. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of England & Wales, irrespective of where the Software Product is used. All disputes and differences of opinion arising out of or in connection with this Agreement shall be referred to a panel of three arbitrators, with each Party appointing one arbitrator, and the arbitrators so appointed jointly nominating an impartial umpire. The arbitration shall be in accordance with the provisions of the Arbitration Act 1996.  The arbitration will be held at ______ (Specify the place). This Clause shall survive the termination of this Agreement.

24. SOLICITORS FEES  

If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable solicitor fees, costs and expenses.    

25. NOTICES

Any notice required to be given hereunder shall be given by sending the same by registered mail, postage prepaid, return receipt requested and by telex or facsimile, to the address stated herein above, or to any subsequent address designated by either Party for the purpose of receiving notices pursuant to this Agreement. All notices shall be deemed to have been validly given on (i) the business date immediately after the date of transmission with confirmed answer back, if transmitted by facsimile/electronic transmission, or (ii) after  10 (ten) business days, if transmitted by courier or registered post.

26. HEADINGS

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
27.   COUNTERPARTS
This Agreement may be signed in two counterparts, each of which shall be deemed an original and both of which shall together constitute one agreement.
IN WITNESS WHEREOF, PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATE FIRST ABOVE WRITTEN
      
FOR AND ON BEHALF OF                            FOR AND ON BEHALF OF
CUSTOMER:                          SOFTWARE DEVELOPER:

________________________         ________________________          

TITLE / OFFICE / POSITION:         TITLE / OFFICE / POSITION:
                
________________________         ________________________


WITNESSED BY:

________________________         ________________________



EXHIBIT-A
Specifications of Software


EXHIBIT-B
Payment Terms
EXHIBIT-C
Background Technology


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