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IT, web, Internet, software, hardware, media, multimedia, photography, tech, information, technology, computer, business, company, pre-written, legal, contract, agreement, documents, templates, boilerplate, form, outline, text, terms, recitals development, design, programming GAME SOFTWARE DEVELOPMENT AGREEMENT THIS AGREEMENT made this CurrentDay day CurrentMonth CurrentYear and between Company Developers and CustCompany Customer Recitals Developers have experience and expertise the development Computer Game Software Game Development Game Software Customer desires have Developers develop Game Software for them Developers desire develop Customer Game Software the terms and conditions set forth Exhibit attached hereto the Specifications Definitions Deliverables shall mean the Game Software provided object and source format set forth the Specifications and subject Developers Proprietary Rights documentation other materials required delivered Developers Customer set forth the Specifications Critical Deliverables shall mean Deliverables that have Milestone date outlined the Specifications that must transmitted Customer before specific date Launch shall mean Critical Deliverable relating the availability the Game Software distributed Customer users that conforms the Specifications Source Code shall mean the readable forms together with make and build files Beta shall mean any and all Deliverables provided Customer prior the Launch Date Final shall mean any and all Deliverables provided Customer that are accordance with the Specifications and accepted Customer completion particular Deliverable Easter Egg shall mean any and all unapproved hidden features graphics media any other function that has not been authorized the Customer contained the Specifications Launch Date shall mean the date that the Product first available for use the public Game Software shall mean the computer Game Software program described the Specifications that are developed Developers including all Enhancements made under this Agreement Product shall mean Game Software for computer end user Schedule shall mean the schedule for completion the Deliverables set forth the Specifications Delivery shall mean transmitted Developers Customer electronically and accordance with security measures agreed upon both parties accordance with the Specifications Services shall mean any training customization enhancement other labor performed Developers required the Specifications Error shall mean malfunctions defect within the Game Software Deliverable that prevents from conforming the Specifications Internet shall mean any system for distributing digital electronic information end users via transmission broadcast any other form delivery whether direct indirect known subsequently developed Specifications shall mean the specifications for the Product and Services detailed and attached this Agreement Exhibit which include detailed specifications and instructions for all required Deliverables features and functionality and complete production schedule for each Deliverable and Milestone Term shall mean the period time commencing the Effective Date this Agreement and continuing indefinitely until this Agreement terminated User Interface shall mean all navigational devices menus menu structures arrangements icons visual mechanisms metaphors help and other operational instructions and all other components any source object computer code that comprises the Game Software Web shall mean the World Wide Web containing pages written hypertext markup language HTML and any similar successor technology Web Page shall mean any document that may viewed its entirety the Web Web Site shall mean collection interrelated Web pages documents accessible through Web page browser interface any other similar successor technology Developers Proprietary Material shall mean all intellectual property rights any text images other components and materials owned Developers which Developers have the legal right use that are delivered Customer including but not limited Game Software related documentation source code scripts object code logos graphics tag lines Customer Proprietary Material shall mean all intellectual property rights any text images other components and materials owned Customer which Customer has the legal right use that are delivered Developers including but not limited Game Software related documentation Customer marketing material logos graphics tag lines Licensed Marks shall mean the trademarks and service marks that are owned licensed Customer otherwise make Customer Proprietary Materials and made available Developers under this Agreement Developers Code shall mean all Developers Proprietary Material Game Software Source Code existing the date this Agreement that incorporated into the Source Code the Product The license terms for Developers Code will stated the Specifications Documentation shall mean all user guides reference integration installation implementation manuals that describe detail the operation the Game Software that normally provided Developers part their deliveries their customers Development Activities shall mean any activities undertaken Developers the development the Game Software and Documentation satisfying the Specifications pursuant this Agreement Enhancements shall mean error corrections bug fixes modifications and updates not included the Specifications with respect the Game Software Milestone shall mean each development Deliverable reached Developers and agreed upon writing between Developers and Customer Milestone Payment shall mean payment obligation related the achievement and acceptance particular Milestone Release Candidate shall mean build the Game Software which the Customer has accepted all milestones and deliverables and ready presented Final build the Game Software Acceptance shall mean completion Deliverable that conforms the Specifications and mutually agreed upon writing both Developers and Customer Agreements consideration the mutual covenants set forth this Agreement Customer and Developers hereby agree follows Development Game Software Developers agree installation management documentation and development the Game Software and Game Software based operations according the compensation terms listed Exhibit attached hereto Specifications Developers agree develop the Game Software pursuant the Specifications set forth Exhibit attached hereto the Specifications Delivery Dates and Milestones Developers will use reasonable diligence the development the Game Software and endeavor deliver Customer operational Game Software later than DeliveryDate Customer acknowledges however that this delivery deadline and the other payment milestones listed Exhibit are estimates and are not required delivery dates unless otherwise noted the Specifications Deliverables defined Critical Deliverables shall outlined Exhibit and shall contain the delivery date and terms delivery the Critical Deliverable Developers will retaining the Source Code for the Game Software and providing Customer with the output formats only The output used only within the scope the Game Software outlined Exhibit and does not include the following replication duplication otherwise copying the Game Software any form not authorized Developers creating new Game Software based the code its functions other Proprietary Rights outlined Paragraph sale distribution the code any form any relinquishment copyright Developers any way Ownership Rights Except for Customer Proprietary Material defined below contained the Game Software Developers shall hold all rights title and interest and the Game Software Specifically but without limitation Developers shall hold all rights title and interest and all text graphics animation audio components and digital components the Game Software the Content all interfaces navigational devices menus menu structures arrangements icons help and other operational instructions and all other components any source object computer code that comprises the Game Software all literal and nonliteral expressions ideas that operate cause create direct manipulate access otherwise affect the Content and all copyrights patents trade secrets and other intellectual industrial property rights the Game Software any component characteristic thereof Customer shall not anything that may infringe upon any way undermine Developers rights title and interest the Game Software described this Paragraph Notwithstanding the above Customer shall retain and Developers shall have Proprietary Rights whatsoever all Customer intellectual property rights any and all text images other components and materials owned Customer which Customer has the legal right use that are delivered Developers including but not limited Game Software related documentation Customer marketing material logos and tag lines Customer Proprietary Material Developers agree that they shall not use Customer Proprietary Material for any other purpose than those expressly set forth this Agreement Use and Impairment Licensed Marks Developers agree that they will not directly indirectly infringe upon the Licensed Marks any form transferred Developers for use this Agreement and the construction the Game Software any other trademarks service marks other Intellectual Property owned licensed Customer Developers agree cease using the Licensed Marks immediately upon expiration termination this Agreement Customer reserves the right prosecute and defend all suits involving any the Licensed Marks and take any action proceedings that deems desirable for the protection licensed marks Game Software Development Game Software Development and Services described here are provided for Linux Windows Macintosh Sun Solaris UNIX and specific dedicated gaming console systems only unless otherwise specified Unless otherwise agreed upon Developers and Customer any modifications required the Game Software code other component related its operation that are result third party changes resources required the Game Software shall considered ADDITIONAL and will fall outside the Specifications Third party modifications may include but are not limited patches fixes security flaws errors updates upgrades any other changes third party operating systems plug ins any required resources not created Developers Material Deemed Objectionable Customer the event that Customer finds offensive objectionable materials any part the Game Software Source Code any other material delivered Customer under this Agreement Customer shall immediately notify Developers writing this objection and Developers shall take corrective action remove otherwise eliminate the objectionable materials Materials Purposefully Obscured Hidden from Customer Developers shall not hide obscure make secret any feature function other item not approved the Customer contained the Specifications under this Agreement Developers shall held responsible for any feature that Undocumented hidden non obvious otherwise not legitimate feature defined the Specifications Reproducible able demonstrated use the Game Software any element the Game Software combination products used that can produce the same result whether the product used produce the Easter Egg owned the Customer not Unintentional Developers shall responsible for any non legitimate feature and shall immediately bring about corrections ensure adherence the Specifications Warranty Against Disablement and Misuse portion the Game Software shall contain any undocumented feature function designed prevent the normal use operation the Game Software not contained the Specifications This may include but not limited computer viruses worms locks Trojan including Trojan Horse Routines drop deads trap doors back doors undocumented access points bombs any other code instructions that may used individually with another program order damage disrupt edit modify delete disable upload broadcast otherwise gain unlawful and unauthorized access any time Specific Enhancements Developers and Customer acknowledge that some time during the Term this Agreement that enhancements the Game Software may proposed either Developers Customer which fall outside the scope the Specifications Upon such proposal Developers shall confer good faith with Customer concerning the feasibility developing such enhancements and the time frame for developing testing and incorporating such enhancements Developers and Customer shall mutually agree writing whether Developers shall pursue the development such enhancements and which party will fund such development The Specifications will amended include such enhancements Backups and Redundancies for Development Developers will maintain off site storage all stages the Source Code and other backup media related this Agreement ensure Game Software integrity and protection and will responsible for setting daily procedure for backing all data Developers agree update all backups code daily basis unless otherwise agreed upon the Specifications Backups will maintained for one year from the acceptance date the project Acceptance The terms and conditions contained this Section will apply the initial release the Game Software well subsequent release upgrades enhancements any other version thereof Customer shall evaluate any beta final version each Deliverable and shall submit acceptance rejection Developers within Days days after Customer receipt agreed upon transmission each Deliverable Upon acceptance all deliverables Developers shall submit Release Candidate Customer for final approval Customer shall submit acceptance rejection Developers within Days days after Customer receipt agreed upon transmission the Release Candidate Testing and Quality Assurance Developers agree thoroughly test the Game Software Product including without limitation each and every release version and enhancement thereof appropriate under the circumstances all appropriate stages development and shall document its testing written test documents delivered Customer Developers will submit their test plans Customer ensure that Customer standards quality are maintained and Developers agree subsequently modify the test plans accommodate Customer requests Customer reasonably deems necessary Quality Assurance test documentation shall include detailed descriptions the tests conducted their results and any outstanding unresolved issues Developers will not deploy the Product Game Software any enhancement thereof unless Customer and Developers agree upon such action writing Adherence Schedule Developers fail transmission any Critical Deliverable within the dates specified the Schedule fail meet Milestone defined the Specifications then Breach Agreement Breach shall considered have occurred Customer may amend the Schedule include correction period suspend the Schedule until the problem corrected the sole expense Developers subject Customer reasonable satisfaction terminate this Agreement Delivery all Deliverables not defined the Specifications Critical Deliverables shall considered estimates and delivery shall not subject Breach Developers shall not held responsible for any delays due milestones missed Customer delays due Customer Deliverables delays due transmission equipment failure strikes riots disasters other natural occurrences Developers failure notify Customer Insert Time Limit days weeks months prior failure meet milestone other Critical Deliverable Developers notification Customer after deadline for milestone Critical Deliverable has passed shall constitute immediate breach this Agreement Developers may held responsible for all missed milestones and failure meet Critical Deliverable that adversely impacts the Launch Date for the Game Software Support Services Developers will available respond Customer questions about Game Software and Game Software problems Developers will staff help desk with combination phone and email support services from Monday through Friday TimeZone Developers will responsible for maintaining ongoing log support requests and actions taken and for tracking user support requests completion for the duration this Agreement Compensation For all Developers services under this Agreement Customer shall compensate Developers cash pursuant the terms Exhibit attached hereto the event Customer fails make any the payments referenced Exhibit the deadline set forth Exhibit Developers have the right but are not obligated pursue any all the following remedies terminate the Agreement remove equipment owned Developers whether leased Customer Developers not and any Developers Personnel Staff from Customer location bring legal action Customer may suspend development the Game Software and responsible for any schedule changes required and additional financial impact Confidentiality Customer and Developers acknowledge and agree that the Specifications and all other documents and information related the development the Game Software the Confidential Information will constitute valuable trade secrets Developers Customer shall keep the Confidential Information confidence and shall not any time during after the term this Agreement without Developers prior written consent disclose otherwise make available anyone either directly indirectly all any part the Confidential Information Limited Warranty and Limitation Damages Developers warrant that the Game Software will conform the Specifications the Game Software does not conform the Specifications Developers shall responsible correct the Game Software without unreasonable delay Developers sole expense and without charge Customer bring the Game Software into conformance with the Specifications This warranty shall the exclusive warranty available Customer Customer waives any other warranty express implied Customer acknowledges that Developers not warrant that the Game Software will work all platforms and end user experience may vary accordingly Customer acknowledges that Developers will not responsible for the results productivity any other measurable metric not specified Exhibit obtained Customer the Game Software Customer waives any claim for damages direct indirect and agrees that its sole and exclusive remedy for damages either contract tort the return the consideration paid Developers set forth Exhibit attached hereto Developers will monitor the reliability and stability the Game Software for period thirty days ensure that performs accordance with the Specifications modifications are required any time Developers will confer good faith with Customer concerning the appropriateness any modifications and mutually agree whether not make such modifications provided however that such agreement will not deemed relieve Developers from their obligations ensure that the Product continues conform the Specifications and compensation estimates specified Exhibit Problems with reliability and stability resulting from hardware software compatibility and specific corrections the Game Software for particular platform configuration shall not constitute non conformity the specifications long the Developers not have obligation under this Agreement monitor and adapt such changes Independent Contractor Developers shall retained independent contractors Developers will fully responsible for payment their own income taxes all compensation earned under this Agreement Customer will not withhold pay any income tax social security tax any other payroll taxes Developers behalf Developers understand that they will not entitled any fringe benefits that Customer provides for its employees generally any statutory employment benefits including without limitation worker compensation unemployment insurance Joint Venture Nothing contained herein shall will construed the creation any partnership joint venture other form development other enterprise between Developers and Customer Equipment Customer agrees make available Developers for Developers use performing the services required this Agreement such items hardware and Game Software Customer and Developers may agree are reasonably necessary for such purpose Specification and Deliverables Relating Hardware and Software Compatibility Changes the Marketplace All Specifications and Deliverables relating Hardware Software Compatibility shall documented the Specifications the event that change technology affects any Deliverable Developers shall consult Customer about the change order evaluate how may may not affect the Specifications and Deliverables Developers shall not held responsible for changes third party Hardware and Software that impacts Specification Deliverable long the Developers not have obligation under this Agreement monitor and adapt such changes General Provisions Entire Agreement This Agreement contains the entire agreement between the parties relating the subject matter hereof and supersedes any and all prior agreements understandings written oral between the parties related the subject matter hereof modification this Agreement shall valid unless made writing and signed both parties hereto Governing Law This Agreement shall governed and construed accordance with the laws the State State Exclusive jurisdiction and venue shall the County County State Superior Court Binding Effect This Agreement shall binding upon and inure the benefit Customer and Developers and their respective successors and assigns providing that Developers may not assign any their obligations under this Agreement without Customer prior written consent Waiver The waiver either party any Breach failure enforce any the terms and conditions this Agreement any time shall not any way affect limit waive such party right thereafter enforce and compel strict compliance with every term and condition this Agreement Good Faith Each party represents and warrants the other that such party has acted good faith and agrees continue act the negotiation execution delivery performance and any termination this Agreement Right Assign Customer has right assign sell modify otherwise alter the Game Software except upon the express written advance approval Developers whose consent can withheld for any reason Right Interrupt Services Labor Removal Game Software Resources the event Customer fails make any the payments set forth Exhibit within the time prescribed Exhibit Developers have the right remove the Game Software until payment full paid plus accrued late charges per month Indemnification Developers warrant that the Game Software will conform the Specifications such other Specifications are agreed writing Developers for period thirty days from the date completion the Game Software the Game Software does not conform the Specifications Customer sole remedy Developers shall responsible correct the Game Software without unreasonable delay Developers sole expense and without charge Customer bring the Game Software into conformance with the Specifications set forth Exhibit This warranty shall the exclusive warranty available Customer Customer waives any other warranty express implied Customer acknowledges that Developers are not responsible for the results obtained Customer the Game Software Customer acknowledges that Developers are not responsible for fixing problems errors omissions the Game Software after Customer has tested proofed and approved the Game Software and either written approval has been given Developers the Game Software has been mass produced transmitted the Public Domain any way Customer waives any claim for damages direct indirect and agrees that its sole and exclusive remedy for damages either contract tort the return the consideration paid Developers set forth Exhibit attached hereto action regardless form arising out any claimed Breach this Agreement transactions under this Agreement may brought either party more than one year after the cause action has occurred Responsibility for Theft Developers will have responsibility for any third party disrupting intruding otherwise copying files reverse engineering part whole all any part the Game Software any time whether made publicly available not Right Make Derivative Works Developers will have the exclusive rights making any derivative works from any their work practices coding programming other work the Game Software that related their pre existing Developers Code outlined the Specifications Attorney Fees the event any party this Agreement employs attorney enforce any the Terms the Agreement the prevailing party shall entitled recover its actual attorney fees and costs including expert witness fees Identification Developers Customer agrees that Developers identification may annotated within the code the authors Customer also agrees put Developers copyright notices the Game Software and the relevant content therein Responsibility for Loss Developers are not responsible for any down time lost files lost productivity improper use any other loss that may occur the operation the Game Software Transfer Rights the event Developers are unable continue maintenance and support the Game Software non exclusive rights the Game Software will granted Customer This transfer shall not include the transfer third party Game Software tools used Developers the creation maintenance the Game Software any part thereof The parties represent and warrant that the date first written above they are authorized enter into this Agreement its entirety and duly bind their respective principals their signatures below EXECUTED the date first written above CustCompany signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Company signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Customer Initials Developers Initials
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Game Software Development Contract
