Developer shall submit to Client a written response to each Change Request within ____ (__) business days following receipt thereof (“Change Request Response”). Software listings, schematics, etc. SOFTWARE ASSIGNMENT AND LICENSE AGREEMENT. This form assumes the specific details of the work performed by developer will be set out in a schedule. Developer will evaluate each Change Request at its standard rates and charges. Filing, Prosecution and Maintenance. Agreement, whether based on contract, tort, statute or otherwise, including, but not limited to, disputes over arbitrability and disputes in connection with claims by third parties, shall be exclusively governed by and settled in accordance with the Common notice periods are 10, 14 and 30 days. b. An assignment agreement is one in which the assigning party gives away its contractual rights to the assigned. The Software Purchase and Assignment Agreement outlines the details of the change for all parties involved. Governing Law. The Software 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, merchantability or fitness for a particular purpose. Upon the request and at the expense of Assignee, Assignor shall execute and deliver any and all instruments and documents and take such other The Software shall be put into regular operation after Client acceptance test has been successfully completed and approved. sqs.de If Client sells its business to a third party, such consent by Developer will not be unreasonably withheld. A Software License Agreement allows a user to purchase the rights to a piece of software from its publisher. 11.5 Severability. copyright matters governed by the Federal laws of the United States of America, this Agreement shall be governed by and construed in accordance with, the laws of the State of Delaware, without reference to choice of law principles, including matters If Developer terminates this Agreement due to Client’s default: (a) Client shall, within _____(__) days of such termination, deliver to Developer all copies and portions of the Software and related materials and documentation in its possession furnished by Developer under this Agreement; and (b) all amounts payable or accrued to Developer under this Agreement shall become immediately due and payable. Assignee shall have the right, but not the The delivery of signed counterparts by facsimile, email or other electronic transmission that includes a copy of the sending Party’s signature is as effective as signing and delivering the counterpart in person. In case of any one or more of the provisions of this Agreement should be held invalid, illegal or unenforceable, each such provision shall be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remaining provisions contained in this Agreement shall not in any way be affected or impaired. irrevocable, royalty-free, non-exclusive, transferable license to sell, use, copy, distribute, market, perform, display, modify, create derivative works of, incorporate into products and otherwise fully exploit the Licensed Software, without any Developer warrants the Software will not infringe on any copyright, patent, trade secret or other intellectual property interest of any third party. Confidentiality needs and concerns can vary significantly from company to company. 10. Developer agrees that the development of the Software (but excluding Developer Tools) is “work made for hire” within the meaning of the Copyright Act of 1976, as amended from time to time, and that the Software shall be the sole property of Client. A lawyer can help determine the scope of the language necessary here based on the extent of the obligations the Client can perform. the Alliance Agreement, survive the Closing (as defined therein) thereof. provisions of the Alliance Agreement. Insert desired period of time for other party to cure a breach. If Developer does not dispute the rejection, then Developer shall have _____(__) business days to send Client a timetable for repairing the errors associated with the Software. Software licence and support agreement (standard) A premium software licence and support agreement: Summary of free document licensing terms. party shall promptly provide the other with written notice thereof. that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each party agrees that a court of competent jurisdiction may enforce such restriction to the maximum extent permitted by law, and each party D. Sharing of Recoveries. Furthermore, under an assignment agreement all current and future trade receivables of SQS Software Quality Systems AG were assigned to Deutsche Bank AG for and on behalf of the syndicate. A lawyer can help determine whether both parties should use a project manager and whether additional duties, disclosures, and terms should be included. Client’s termination of this Agreement will not relieve Client of its obligations to pay for any Work performed. Client acceptance test shall be performed in accordance with the Acceptance Test Plan. Assignor. Developer warrants the Software will not infringe on any copyright, patent, trade secret or other intellectual property interest of any third party. Resolution of any and all disputes arising under or in connection with this The parties must determine the terms of the specification and timeline with specific attention to scope, functionality, delivery dates, and price. A lawyer can help discuss such remedies, discuss the implications, and draft the language describing the terms of the remedy. B. To the extent any Work performed by Developer does not qualify as a “work made for hire” under applicable law, Developer hereby irrevocably and unconditionally assigns to Client, without further compensation, all of its right, title and interest in and to the Software and any and all related patents, copyrights, trademarks, and trade names in the United States and elsewhere. WHEREAS, Assignee desires to obtain title to certain software owned by Assignor subject to the terms, conditions, rights, restrictions and obligations of this Agreement; and. This document represents a compromise between the sophistication and complexity of our premium support agreement, and the simplicity and inflexibility of the basic agreement. Developer shall not be responsible for delays or failures in performance resulting from acts beyond the control of Developer, including, without limitation, acts of God, strikes, riots, acts of war, epidemics, fire, communication and power line failures, earthquakes, and hurricanes. If legal action or other proceeding of any nature whatsoever is brought in connection with any dispute arising out of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party all attorneys’ fees and costs incurred by the prevailing Party in connection with such dispute. Many agreements include a payment on acceptance of 30%. Any support and maintenance services, updates, versions, or new releases shall be contracted under a separate agreement between the Parties. No modification, extension or waiver of this Agreement shall be valid unless made in writing and signed by an authorized representative of the Party to be charged. This Agreement is subject to the provision of the U.S. Wireless Alliance Agreement, dated as of September 21, 1999 (the “Alliance Agreement”) between Vodafone AirTouch Plc and Bell Atlantic Corporation. In his recent blog post, IP attorney Larry Schroepfer points out that assignment rights in license agreements are too often brushed over in negotiations – a lack of focus that can cost you dearly. A representation or agreement by either party to assume any responsibility whatsoever with respect to use, sale or installation of any products or services of the Terms of Payment. agents and contractors who have a need for access to the Licensed Software in order to assist such party and its Affiliates in performing their obligations or exercising their rights hereunder. Recitals like this are generally included to provide a basic description and context for the transaction. 1.2 Developer’s Duties and Responsibilities. Each Party may terminate this Agreement upon material breach by the other Party of one or more of the terms and conditions of this Agreement, provided that the breaching Party is notified in writing of the material breach and such breach is not cured within ______(__) days after receipt of such written notice. 6.2 Developer’s Confidential Information. EACH OF ASSIGNOR AND ASSIGNEE HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF A lawyer can discuss types of warranties typically included and whether alternate language is appropriate to provide limited warranties. That, as of the date hereof, there are no legal actions against Assignor alleging, and that Assignor is not otherwise aware, that the Licensed Software or use thereof for its intended purposes infringes or misappropriate the copyright, otherwise any licenses, warranties (implied in fact or law) or rights other than those expressly granted herein, or creating any obligation other than those expressly created hereunder; or, 3. 8.3 No Infringement. In order properly to transfer all rights to that asset to a purchaser, the developer must assign all of his original rights (his intellectual property rights), title and interest to the purchaser. 2.1 Assigned Tasks. This Agreement will inure to the benefit of, and be binding upon, the parties, together with their respective representatives, successors, and assigns, except that Assignor may not assign this Agreement without the consent of Assignee.Assignee may assign this Agreement in its … In the event Client wishes to make any modification to the Work, Client must provide a detailed proposal to Developer in writing specifying the desired changes (“Change Request”). WHEREAS, the Assignor, a limited liability company registered in Shanghai under the laws of the People’s Republic of China (the “PRC”), owns the Software as defined in Appendix 1 … Insert desired period of time for client to provide advance notice of termination without cause. This subsection sets out an illustrative list of phases that may be included. A warranty or representation that anything provided, made, used, sold or otherwise disposed of under the grant or In the event either party is required to disclose the Licensed Software, or any portion thereof, pursuant to The rights, duties, and privileges of a Party to this Agreement shall not be transferred or assigned by it, in whole or in part, without the prior written consent of the other Party. 6.1 Client’s Confidential Information. This Software Development Agreement (sometimes referred to as a Master Services Agreement) sets out the terms on which a developer sells and transfers customized software to a client that will incorporate the software into its products, services, or processes. Developer does not warrant that the software will meet client’s needs or be free from errors or that the operation of the software will be uninterrupted. Client will pay Developer a fixed fee for the Work according to the payment schedule described in Exhibit “B” attached hereto and incorporated herein by reference (“Payment Schedule”). For many positions working with documents forms the … An Assignment Agreement, sometimes called a Contract Assignment, allows you to assign your contractual rights and responsibilities to another party. If to Assignor to: AirTouch Communications, Inc. Legal Department 1 California Street, 21st Floor San Francisco, CA 94111. 2. The foregoing exclusions and disclaimers are an essential part of the Agreement and formed the basis for determining the price charged for the Software. The determination of whether software is a “good” or a “service” under the UCC varies by state and depends on the facts in determining the extent that UCC warranties will extend to the sale of software in a legal dispute. It differs from a Software License Agreement which gives the licensee the right to a copy of the licensed software. obtained by either Assignee or Assignor in connection with or as a result of any infringement action contemplated under this Section 5, whether by settlement or otherwise, shall be shared in order as follows: (i) the party that primarily Granting by implication, estoppel, or 3.1 Acceptance Test Plan. This mutual prevailing party clause can be a double-edged sword. As used herein, the following terms, when capitalized, will have the following meanings: "LEAD SDK" means all material, including Redistributables and Development Resources comprising one or more of the following LEADTOOLS® developer toolkit products: LEADTOOLS Imaging Pro, LEADTOOLS Barcode Pro, LEADTOOLS PDF Pro, LEADTOOLS Pro Suite, LEADTOOLS Document Imaging, LEADTOOLS Document Imaging Suite, LEADTOOLS Recognition, LEADTOOLS Medical Imaging, LEADTOOLS Medical Imaging S… 2. Without limiting the generality of the foregoing, this license includes the right to grant sublicenses to allow others to sell, use, copy, distribute, market, perform, display, modify, create derivative works The Software 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, merchantability or fitness for a particular purpose. Waiver. provision hereof be a waiver of any succeeding breach of the same or any other such provisions or be a waiver of the provision itself. 4. Client may terminate this Agreement without cause upon _______(__) days advance written notice. A lawyer can assist you with drafting the appropriate “whereas” clauses for your specific facts and circumstances. Some parties elect to expand notice options to include email. With a Sublease, the original lease remains intact. NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Assignee shall have the right to approve the settlement of any such infringement action, or any other agreement between Assignor and Assignor shall have the right to approve the settlement of any such infringement action, or any other agreement between Assignee and such person or restriction or accounting to Assignee. Overview. Client must report any material deficiencies in the Work to Developer in writing within ______(__) days after Client receives the Work. Assignment And Assumption Of Software License Agreement Assignment And Assumption Of Software License Agreement for MUSCATO GROUP, INC., Crossroads Acquisition Corp, Muscato Corporation, National Government Services, Inc, United Wisconsin Services, Inc. This is a document preview . Delivery and Payment Schedule. Error that results in functions of importance to Client not working as described in Specifications, and which it is time-consuming or costly to avoid. A lawyer is available for free consultations through Priori to discuss this document and much more. If the Parties wish to permit third party materials, a lawyer can help you draft language that sets out the terms on which third party materials can be used and licensed. C. License. In this form, developer is directed not to use third party materials, which decision, in general, is made to help avoid ownership complications. Upon the request and at the expense of Assignee, Assignor shall execute and Insert the desired period of time. faith on the publication or other public disclosure to be made, if any. 11.6 No Waiver. If the software does not fall within 1 of 9 categories listed in Copyright Act, it is not a “work made for hire.”  A lawyer can discuss whether the software is in danger of not being held as a “work made for hire” and can advise on appropriate language for your situation. Client agrees to compensate Developer for its efforts in accordance with the following schedule: Insert business name of software developer. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Developer shall not be eligible for any benefits given by Client to its employees. Developer makes no warranty of any kind, whether express or implied, with regard to any products, software, content, equipment, or hardware obtained from third parties. [Reserved for a description of how the acceptance test will be carried out by Client]. deliver any and all instruments and documents and take such other actions as may be necessary or reasonably requested by Assignee in connection therewith. If Client still refuses to approve the acceptance test, the dispute shall be resolved pursuant to Section 11.1 of this Agreement. LICENSED SOFTWARE IS ASSIGNED TO ASSIGNEE AND LICENSED TO ASSIGNOR “AS IS”, WITHOUT WARRANTIES OF ANY KIND. (i) within ninety (90) days after Assignee becomes aware or is notified of the Infringement, Assignee has not instituted an infringement action against such person or entity or caused or taken significant steps to cause such person or Many agreements include a payment on installation of 40%. Developer may use employees and/or contractors capable of designing and implementing the Software. access, not delivery challenge and attempt to eliminate each Infringement. Amendment. Mailed notices will be deemed communicated as of two (2) days after mailing. bound hereby, agree as follows: A. Consult a lawyer as to which state’s laws to apply and the appropriate venue. Exhibit 10.2 . Assignee. Assignor, at Assignee’s expense, shall reasonably cooperate with Assignee in investigating, prosecuting and settling any infringement action instituted by Assignee against any person or Mailed notices shall be addressed to the other Party at the address appearing in the introductory paragraph of this Agreement, but each Party may change such address by written notice in accordance with this paragraph. A lawyer can help determine whether this clause is advisable. Nor are there any warranties created by a course of dealing, course of performance or trade usage. TO THE EXTENT ALLOWED BY LAW, CLIENT WILL INDEMNIFY AND HOLD DEVELOPER HARMLESS AGAINST ANY CLAIMS INCURRED BY DEVELOPER ARISING OUT OF OR IN CONJUNCTION WITH CLIENT’S BREACH OF THIS AGREEMENT, AS WELL AS REASONABLE COSTS, EXPENSES, AND ATTORNEY’S FEES INCURRED THEREIN. Many agreements use 2%; a lawyer can help you understand any restrictions or limitations imposed by law. That it has the full and exclusive right and power to enter into and perform according to the terms of this If Client still refuses to approve the acceptance test, the dispute shall be resolved pursuant to Section 11.1 of this Agreement. 1. in accordance with the specifications, requirements, and deliverables (“Specifications”) and the time schedule described in Exhibit “A” attached hereto and incorporated herein by reference. Except for This Software Development Agreement (this “Agreement”) is entered into as of [___] (“Effective Date”) by and between ______________________________ (“Developer”), a[n] [_________] [________], having a principal place of business at __________________and]_________________ (“Client”), having a principal place of business at ______________________. through one or more intermediaries, controls, is controlled by, or is under common control with, such person. The fixed price for the design, development, and implementation of the Software is $ ______ USD. Insert desired interest rate. infringement of any copyright for the Licensed Software, registered or unregistered, or of any potential or actual misappropriation of a trade secret relating to the Licensed Software or its source code (each, an “Infringement”), such Documentation is incomplete, imprecise or easily misunderstood. 3.5 Commissioning. This Agreement shall be freely assignable and transferable by each of Assignor and accordance with the foregoing sentence. Discuss with a lawyer when developer does not want to indemnify client if the software does infringe on third party IP. As used in this Agreement, a person, association, partnership, corporation or joint-stock company, trust, or other business entity, however organized, is an “Affiliate” of the person or entity which directly or indirectly, Developer will indemnify and hold Client harmless from and against all such infringement claims, losses, suits and damages including, but not limited to attorney’s fees and costs. Developer and Client are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”, WHEREAS, Developer is engaged in the business of computer application development and possesses certain technical expertise in designing, developing, and testing software and related materials used in web and mobile applications; and. A. 11.4 Entire Agreement; Amendment. This Agreement is effective as of the Effective Date and will continue in full force and effect until complete payment for the Work is received by Developer, unless earlier terminated as provided in this Agreement. 12. While 30 days is a standard length of time, it can be longer or shorter depending on the client’s credit history. Consider discussing with a lawyer when a party wants payment on a time-and-materials basis. 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