This software development and publishing agreement template has 14 pages and is a MS Word file type listed under our software & technology documents.
Sample of our software development and publishing agreement template:
SOFTWARE DEVELOPMENT AND PUBLISHING AGREEMENT This Software Development and Publishing Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Company"), 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: [COMPANY NAME] (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] RECITALS Company is in the business of developing and publishing multimedia software programs and desires to have Developer develop a multimedia software program for Company to publish; Developer is skilled in the development of multimedia software programs and desires to develop a multimedia software program for Company and to have Company publish such program; THEREFORE, Company and Developer agree as follows: AGREEMENT Definitions As used in this Agreement, the following terms shall have the following meanings: "Work" shall mean the multimedia software program known as [SPECIFY], and its documentation and related items as more fully described in Exhibit [SPECIFY] hereto. "Specifications" shall mean the description of the Work as set forth in Exhibit [SPECIFY] hereto. "Derivative Work" shall mean any computer software program, board game or electronic game which either (i) constitutes a derivative work of the Work within the meaning of that term under the [COUNTRY] copyright law or (ii) produces audiovisual effects which would infringe the copyright in the audiovisual effects contained in the Work. "Derivative Products" shall mean any product or medium other than a computer program, board game or electronic game which is based on or derived from the Work or any audiovisual effects produced by the Work or any characters or themes therein. Derivative Products include, without limitation, [SPECIFY]. "Net Receipts" shall mean Company's gross receipts (exclusive of sales, use, excise and other taxes reimbursed by customers, interest, finance charges, insurance and shipping costs) from all sales, licenses or other transactions described in Section 8.1 below, less (a) sales commissions paid to independent sales representatives; (b) the amount of any credits or refunds for returns; (c) any credits, discounts, rebates and promotional allowances to customers; and (d) the amount of any sales or use taxes required to be paid or withheld by Company with respect to the payments due Developer hereunder. The amounts deducted under items (a) through (d) above shall be reasonable and consistent with the amounts customarily paid in the industry for such items. "Errors" shall mean any deviations from the Specifications and any deviations from commonly accepted standards for normal and correct operation of computer programs, even if not explicitly mentioned in the Specifications, such as any cases where the Work or a Derivative Work abnormally ceases functioning, produces incorrect or misleading information or erroneously interprets information given to it, and similar deviations. "Subsidiary" shall mean any company, which is controlled, directly or indirectly, by Company. "Affiliate" shall mean any company, which controls, is controlled by or is under common control with Company. "Control" shall mean possession of more than [PERCENTAGE %] of the equity interest or voting power of Company. DEVELOPMENT OF WORK FOR [COMPANY NAME] Developer shall develop the Work for Company as a custom program. The operation, capabilities and performance of the Work shall be as described in the Specifications. LICENSE OF WORK Upon acceptance of the Work, Company shall have and Developer hereby grants to Company the exclusive, worldwide rights and license to (a) prepare Derivative Works and Derivative Products based on the Work and license others to do so, and (b) copy, edit, publish, sell, license and distribute, with full rights to sublicense others to copy, edit, publish, sell, license and distribute, the Work and all Derivative Works and Derivative Products. DEVELOPER'S WARRANTIES AND INDEMNITIES Representations Developer represents and warrants to Company that (i) the Work, and all Derivative Works developed by Developer, will be original and will not infringe upon any patent, copyright, trade secret or other proprietary rights of others; (ii) Developer is the sole and exclusive owner of all rights in the Work subject only to the rights herein granted to Company; (iii) Developer has not previously granted and will not grant any rights in the Work to any third party which are inconsistent with the rights granted to Company herein; and (iv) Developer has full power to enter into this Agreement, to carry out its obligations herein contained and to grant the rights herein granted to Company. Indemnification 4.2.1. Developer shall indemnify Company and its customers and sublicensees for, and hold them harmless from, any loss, expense (including reasonable attorneys' fees), damage or liability arising out of any claim, demand or suit resulting from a breach of any of the foregoing warranties, but Developer shall have no liability under this indemnity where it is determined that Developer has not breached any of such warranties. Company shall promptly inform Developer in writing of any such claim, demand or suit and Developer shall fully cooperate in the defense thereof. 4.2.2. From the date of such written notice, Company shall have the right to withhold from any payments due Developer under the terms of this Agreement, and deposit in an interest-bearing escrow account with a commercial bank, reasonable amounts as security for Developer's obligations under this paragraph, unless Developer posts other security reasonably acceptable to Company. Upon resolution of the claim, the amounts in escrow including accrued interest thereon shall be distributed to Developer after deductions of the amounts required to be paid to Company or its customers or licensees under this indemnity. 4.2.3. Company shall not agree to the settlement of any such claim, demand or suit prior to a final judgment thereon without the consent of Developer, whose consent shall not be unreasonably withheld. Company and Developer shall bear equally the costs of any such settlement. Scope and Survival Company shall have the right to extend Developer's representations, warranties and indemnities contained herein to Company's customers and sublicenses and Developer shall be liable to the same extent as if such representations and warranties were made by Developer directly to such customers and sublicenses. The representations, warranties and indemnities stated in this paragraph shall survive the expiration or termination of this Agreement. DELIVERY AND ADVANCE PAYMENTS Deliverable Items Developer shall deliver the Work to Company in accordance with the Specifications, and Developer shall test the Work and all deliverable items thoroughly as set forth in the Specifications prior to delivery to Company. The Work shall include the following items: Complete source code listing of the program(s) comprising the Work with explanatory comments and a description of the operation of the program(s) all in the English language and in machine-readable form. Such user instructions, development aids, materials, know-how and instructions as set forth in the Specifications. Any other deliverable items set forth in Exhibit [SPECIFY]. Manner of Delivery All deliverable items shall be transmitted by Developer or Developer's agent to Company electronically via telephone at Developer's expense or such other means as Company shall designate at Company's expense. DEVELOPER SHALL NOT DELIVER ANY OF THE DELIVERABLE ITEMS IN ANY TANGIBLE MEDIUM UNLESS SPECIFICALLY AGREED BY PUBLISHER.
