This client and developer agreement template has 29 pages and is a MS Word file type listed under our software & technology documents.
Sample of our client and developer agreement template:
CLIENT AND DEVELOPER AGREEMENT This Client and Developer Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Client"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SERVICE PROVIDER] (the "Developer"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Developer performs programming and systems analysis services; WHEREAS, Client desires to avail itself of Developer programming and systems analysis services; and WHEREAS, Client and Developer desire to establish standard terms and conditions that shall apply to such services to be performed by Developer for Client; NOW, THEREFORE, it is mutually agreed as follows: DEFINITIONS As used throughout this Agreement, the following shall have the meanings below unless otherwise indicated: The term "Acceptance" shall have the meaning as defined in Section 5, hereto. The term "Affiliate" of a named Party means a corporation, partnership, joint venture or other entity controlling, controlled by or under common control with such Party. For the purposes hereof, the term "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any such entity whether through the ownership of voting securities, by contract or otherwise. The term "Agreement" means the terms and conditions, all attached Exhibits, and any other documents made a part of this Agreement or incorporated by reference, including any written amendments which have been signed by the Authorized Signatories of all parties. The term "Approved Sub-developer" shall have the meaning as defined in Section 6.7, hereto. The term "Authorized Signatory" means, with regard to Client, [INDIVIDUAL NAME], and, with regard to the Developer, [INDIVIDUAL NAME]. The term "Developer" means [SERVICE PROVIDER NAME], as well as its employees, directors, subsidiaries, Affiliates, successors and assigns, existing now and created in the future. The term "Confidential Information" shall have the meaning as defined in Section 11 hereto. The term "Developer Personnel" means any and all Developer employees, agents, and Sub-developers supplied by Developer to perform services for Client and in no event or for any purpose will these persons be considered employees of Client. The term "Documentation" means all or any portion of the materials, in written or other tangible form (including on magnetic media), generated by Developer and Developer Personnel in the performance of the Work, including without limitation any Software summaries, Software design, architectures, program logic, flow charts, source code, program listings, functional or technical specifications, logical models, user guides, operator guides, installation and operation guides, and any other supporting or programming materials. The term "Fixed Price Project" or "FP Project" is a Project in which Developer provides Work to Client for which payment is based on either specific deliverable Work Product or another basis as agreed by the Parties other than the pricing set forth in Exhibit B. The term "Client" means [YOUR COMPANY NAME], its employees, directors, subsidiaries, Affiliates, successors and assigns, existing now or created in the future. The term "Client Competitor" means any entity that is in the business, anywhere in the world, of [SPECIFY NATURE OF ACTIVITIES], and any affiliate of such entity, including, without limitation, [COMPANY NAME] and its affiliates, [COMPANY NAME], other [SPECIFY] and their parents or affiliates, provided that [SERVICE PROVIDER] and its affiliated companies shall not be considered Client Competitors. The term "Client Technical Coordinator" means the Client employee assigned by Client pursuant to the applicable Statement of Work to oversee and coordinate Work to be performed. The term "Party" in its singular or plural form, refers to either Client or Developer or both, as dictated by the use. The term "Pre-Existing Developer IP" shall mean all intellectual property rights, including without limitation patents, copyrights and trade secret rights, and the tangible embodiments thereof, owned by Developer, the ownership of which by Developer either (A) pre-dates the date of the Statement of Work pursuant to which the relevant Work was performed, or (B) arises exclusively as a result of independent development by Developer and not as a result of the performance of this Agreement or of Developer's exposure to any Client Confidential Information or other Client intellectual property. The term "Project" means an effort in which Developer provides Work to Client resulting in deliverable Work Product as defined by a Statement of Work specific to the Project and which may be either a Fixed Price Project or a Time & Materials Project. The first deliverable Work Product for a Project may be the development of the SOW. The SOW may reference other documents for a complete specification of the Work Product. The term "Purchase Order" means Client's standard form, [SPECIFY], and any exhibits and attachments incorporated therein, which shall be used by Client to provide funds for all Work to be performed by Developer and which has been properly signed by a Client procurement official authorized to execute such form. The term "Software" means the instructions for a computer, whether in source code, object code, executable form, firmware or otherwise and whether tangible or intangible, together with all related Documentation, and the intangible interests in all of the foregoing. The term "Statement of Work" (SOW) means a written document which is mutually acceptable to the [COMPANY NAME] for a specific Project and generally in the form shown in Exhibit A. The term "Time & Materials (T&M) Project" means a Project in which Developer provides Work to Client for which payment is based on the rates set forth in Exhibit B. The term "Term" means the period during which this Agreement is effective. The term "Requirements Documents" means all Purchase Orders and associated Statements of Work issued pursuant to this Agreement, and any other mutually agreed, written statements of the performance standards to which the Work must conform. The term, "Software" means the tangible machine-readable or printed computer program(s) used in connection with the Work. The term "Technical Coordinator" means the Client employee assigned to oversee and coordinate Work to be performed in connection with a given Developer Request or Purchase Order. The term "Work" means the remediation tasks, performance, reports, services, Documentation and other items to be provided under this Agreement and which will be furnished by Developer to Client, at Client's request, pursuant to a Purchase Order, including but not limited to all writings, inventions, improvements or discoveries, whether or not copyrightable or patentable, which are written, conceived, made or discovered by Developer and are in any way related to the performance of this Agreement. The term "Work Product" means all items and information, whether tangible or intangible and in whatever form or media, including without limitation all Documentation, inventions, improvements or discoveries, whether or not copyrightable or patentable, which are written, created, conceived, made or discovered by Developer or any Developer Personnel as a result of the performance of this Agreement, together with all copyrights, patents, trade secret rights or other intellectual property rights in any of the foregoing.. SCOPE OF AGREEMENT Scope of work From time to time, Client may request and Developer may provide Developer Personnel to perform Work
