Additional search terms related to this document:
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 ACQUISITION AGREEMENT FOR OWNERSHIP RIGHTS SOFTWARE THIS AGREEMENT made this CurrentDay day CurrentMonth CurrentYear and between Company Developer and CustCompany Purchaser Recitals Purchaser desires acquire right and interest Software Product Products the Software Product produced otherwise currently owned Developer outlined the Software Product Definition and Description Document plan the Specifications set forth Exhibit Developer has authored developed otherwise purchased and owns all rights title and interest including all copyright trademark patent service mark interests and the Software Product and all related documentation described Exhibit hereto Purchaser shall acquire rights and undivided interest all other rights title and interest the Software Product and documentation accordance with this Agreement Definitions Software Software Materials shall mean the computer software program described the Specifications that owned Developer including all Enhancements made under this Agreement Product shall mean software for computer end user Software Product shall mean everything that the Purchaser shall acquire from Developer under this Agreement Software Marks shall mean all trademarks service marks other intellectual property rights related the Software Product Software materials any other marks included with this Agreement Developer Code shall mean all Developer Proprietary Material software source code existing the date this Agreement that incorporated into the source code the Product The license terms for Developer Code will stated the Specifications Documentation shall mean all user guides reference integration installation implementation manuals that describe detail the operation the Software that normally provided Developer part its deliveries its Purchasers Development Activities shall mean any activities undertaken Developer the development the Software Product 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 Software Product Developer Code Developer Proprietary Material shall mean all intellectual property rights any text images other components and materials owned Developer which Developer has the legal right use that are delivered Purchaser including but not limited software related documentation source code scripts object code logos graphics tag lines Closing Date shall mean the date upon which all obligations must met according the milestones and delivery dates set forth under this Agreement Agreements consideration the mutual covenants set forth this Agreement Developer and Purchaser hereby agree follows Transfer Rights and Ownership All Other Rights Developer hereby agrees sell assign transfer and convey Purchaser undivided interest all right title and interest and the Software Product and Software Materials Specifically Developer agrees transfer and convey Purchaser exclusively all rights and The Software Product Insert Software Product Name and all other previous versions the Software Product any aspect the Software Materials that may have existed prior the creation and the incorporation such materials into the Software Product whether made public not whether existing whole part The Software Material which comprise all content print electronic documentation templates methods source safe and change control files all iterative versions development documents Software Product construction guidelines specifications all intellectual property and other source object code the Software Materials that comprise the Software Product anything else listed the Specifications attached hereafter The Software Marks including Insert Software Product trademarks intellectual property copyright information any other right included with this Agreement Any derivative variant otherwise modified works and all updated versions the Software Product revisions the Software Product including patches fixes updates that are available whether part whole developed Developer and acquired Purchaser under this Agreement before the Closing Date All subsequent modifications alterations changes enhancements any the items above that may occur between now and the Closing Date and the delivery the Software Product and Software Materials Purchaser and the execution this Agreement Transfer Software Materials and Contents Developer shall transfer all content documents templates and other source object code the Software Materials that comprise the Software Product Developer shall provide technical assistance and training the use and operation the Software Product well specific support aiding Purchaser the operation the Software Product Developer shall transfer all except for Developer Proprietary Material defined below contained the Software Product Purchaser shall hold all rights title and interest and the Software Product Specifically but without limitation Purchaser shall hold all rights title and interest and all text graphics animation audio components and digital components the 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 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 Software any component characteristic thereof Developer shall not anything that may infringe upon any way undermine Purchaser rights title and interest the Software Product described this Paragraph Notwithstanding the above Developer shall retain all intellectual property rights any and all text images other components and materials owned Developer which Developer has the legal right use including but not limited software related documentation marketing material logos and tag lines Developer Proprietary Material which has been exempted Exemptions from this Agreement according the attached Specifications Delivery Dates and Milestones Developer will use reasonable diligence the transfer the Software Materials and endeavor deliver Purchaser all Software Materials any other obligation set forth the Specifications later than DeliveryDate Purchaser 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 the event that Closing Date agreed upon the Closing Date shall the date upon which all obligations must met both parties under this Agreement Compensation For all Developer services under this Agreement Purchaser shall compensate Developer cash pursuant the terms Exhibit attached hereto the event Purchaser fails make any the payments referenced Exhibit the deadline set forth Exhibit Developer has the right but not obligated pursue any all the following remedies terminate the Agreement remove equipment owned Developer whether leased Purchaser Developer not and any Developer personnel staff from Purchaser location bring legal action Developer may suspend development training transfer Software Product intellectual property any other obligations under this Agreement and Purchaser shall responsible for any schedule changes required and additional financial impact suffered due failure compensate Developer under this Agreement Confidentiality Purchaser and Developer acknowledge and agree that any Specifications and all other documents and information related the engagement marketing advertisement development products practices the Confidential Information will constitute valuable trade secrets each party Both parties shall keep the Confidential Information confidence and shall not any time during after the term this Agreement without the other prior written consent disclose otherwise make available anyone either directly indirectly all any part the Confidential Information Excluded from the Confidential Information definition anything that can seen the public any advertising medium channel 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 both parties and their respective successors and assigns provided that neither party assigns any their obligations under this Agreement without the other 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 Withhold Content and Creative Services the event that single party fails its obligations set forth Exhibit within the time prescribed Exhibit the other party has the right withhold further promotion content and Services performed for behalf the other party until such obligations are met Indemnification Both parties warrant that everything they give one another use fulfillment Specifications legally owned licensed Both parties agree indemnify and hold harmless one another from any and all claims brought any third party relating any aspect the content and Services including but without limitation any and all demands liabilities losses costs and claims including attorney fees arising out injury caused either party products services material supplied copyright infringement and defective products sold via the advertising Services either party Confidentiality and Disclosure Authorship Ownership Unless otherwise agreed upon the Specifications Developer acknowledges that Developer permanently and completely waives all right claim ownership authorship the Software Product and may not disclose now the future said authorship ownership the Software Product except the case where such claim ownership and authorship has been made freely and publicly available prior entering into this Agreement Purchaser and Developer acknowledge and agree that the Specifications and all other documents and information related the development the Software the Confidential Information will constitute valuable trade secrets Developer Purchaser shall keep the Confidential Information confidence and shall not any time during after the term this Agreement without Developer prior written consent disclose otherwise make available anyone either directly indirectly all any part the Confidential Information Limited Warranty and Limitation Damages Developer warrants that the Software will conform the Specifications the Software does not conform the Specifications Developer shall responsible correct the Software without unreasonable delay Developer sole expense and without charge Purchaser bring the Software into conformance with the Specifications This warranty shall the exclusive warranty available Purchaser Purchaser waives any other warranty express implied Purchaser acknowledges that Developer does not warrant that the Software will work all platforms Purchaser acknowledges that Developer will not responsible for the results productivity any other measurable metric not specified Exhibit obtained Purchaser the Software Purchaser 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 Developer set forth Exhibit attached hereto Developer will monitor the reliability and stability the Software for period thirty days ensure that performs accordance with the Specifications modifications are required any time Developer will confer good faith with Purchaser concerning the appropriateness any modifications and mutually agree whether not make such modifications provided however that such agreement will not deemed relieve Developer from its obligations ensure that the Product continues conform the Specifications and compensation estimates specified Exhibit 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 Right Interrupt Services Labor Removal Software Resources the event Purchaser fails make any the payments set forth Exhibit within the time prescribed Exhibit Closing Date Developer has the right interrupt services labor removal software resources until payment full paid plus accrued late charges per month Term Agreement This Agreement shall begin StartDate and shall continue full force until terminated either party upon least thirty days prior written notice 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 Developer Initials Purchaser Initials
|
Software Acquisition Contract
