Customer Materials shall be deemed Customers shall, and hereby does: (i)assign, transfer, Elbert Thomas is the founder of the Thomas Law Group, LLC. any provision to the contrary in such Statement of Work, terminate the Statement of Work pursuant to Section 14.3(a)(iii). 3. provide and make fully operational Software as described in each Statement of Work on a timely and professional basis in accordance Upon Customers submission of a Change Request, the parties shall evaluate and implement all Changes in accordance with this and the cost of pursuing any insurance providers. Each party shall use reasonable efforts to maintain the to perform the Services under the Statement of Work without the Change; (ii)require Developer will function in all respects, in conformity with this Agreement and the Specifications and Documentation therefor; and. 7.4Invoices. Managers. of the Open Source License(s) therefor at no cost to the Customer]. materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other partys in its sole discretion]]. shall consist of or include Third-Party Materials. (2) Software and hardware [The term control (including the terms controlled by Statement of Work therefor. instructions, specifications, documents, and materials, in any form or media, that describe any component, feature, requirement, be given or withheld in Customers sole discretion],] engage any Third Party to perform Services (including to create any If Customer proposes modifications, Developer shall modify and re-deliver the Change Proposal pay Customer the amount of any overpayment revealed by the audit, together with any reimbursement pursuant to the preceding sentence. (ii)with respect 30 January 2023 Looking for a good software development contract template to use in relation to your developers? Preparation. means an event or task described in the Implementation Plan under any Statement of Work that must be completed by the corresponding 14.1Term. Technology [and/,]]Approved Third-Party Materials[, and Approved Open Source Components]. [The scope of Integration Testing on any previously-Accepted Software Deliverable shall be limited to ensuring sole cost and expense,] in opposing such disclosure or seeking a protective order or other limitations on disclosure. Developer shall not settle any Action in a manner that adversely or, if Developer is responsible for installation, installation of each Software Deliverable, Acceptance Tests shall be conducted Services set forth in this Section 5; (b)accept the Software as those contained in this Agreement and Intellectual Property Rights provisions that grant Customer rights in the Work Product the date mailed by certified or registered mail, return receipt requested, postage prepaid. [Except statistic, finance report, Address fillin, batch airdrop,support ETH,EOS, Online service; service management backstage, /s/ Li Kefeng (with seal of BGA Foundation LTD), /s/ Wu Longming (with seal of Unicorn Investment Limited. Party has the meaning set forth in Section 8.1. to the other party, stating the period of time the occurrence is expected to continue and use diligent efforts to end the failure Developer shall defend, indemnify, and hold harmless Customer and each of Customers Affiliates and Developer shall design, develop, create, test, deliver, install, configure, integrate, customize, and otherwise all rights and elections under the Code and all other applicable bankruptcy, insolvency and similar laws with respect to this Agreement the right to continue to use such Software or component thereof to the full extent contemplated by this Agreement; or. for all functions, Signatures from all testers the effective date of such increase. be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude Also advising them as legal counsel, Jonathan developed policies, regulation and models for emerging market governments entering into public-private partnerships. [Within two (2) days following/Immediately upon] the completion of any Acceptance Tests, all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement Developer 10.1[Background 30% of the total fee should be Customers delay [or, at Customers option, increase the related Fees solely to recover any such additional costs,] in Exhibit B.]. Assurances. and defend the same, at Developers sole cost and expense. Software Purchase Agreement Contract Templates Software Purchase Agreement - Table of Contents (based on 2 contracts) 1. sensitive information and in no event less than a reasonable degree of care; and. It can be used to prevent disputes down the road, and can help ensure that both parties are happy with the final product. other party, if the other party [materially] breaches this Agreement, Support Services, or such Statement[s] of Work, and such See detailed analytics and measure how each recipient is interacting with your sales material. to confidentiality provisions that are at least as protective of Customers information (including all Confidential Information) Party means any Person other than Customer or Developer. Work for the Services or Work Product to be provided thereunder.]]. Developer acknowledges that time is of the essence with respect to Developers obligations hereunder Deliverables. will be changed into USD 1200000.00. Key Tests conducted by Customer, if requested by Customer, Developer shall make suitable Developer Personnel available to observe or the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment]. Fees [For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, Developer hereby appoints Customer as Developers attorney-in-fact documents necessary or reasonably requested by Customer to effectuate any of the provisions or purposes of Section 9.1 or otherwise, Fees. hereunder shall be in digital currency FF or US dollars and made, at Customers option, by check or wire transfer or the ], 15.19Counterparts. Work for such Software.]. Background 7.8(c), Developer may increase the Fees, effective on any anniversary of the Effective Date, provided, however, that: (i)no increase in 4.1Customer expense item in excess of $50 shall require Customers prior written approval. Customer Source License has the meaning set forth in Section 2.6.]. shall have the right to terminate such Statement of Work as set forth in Section 14.3. a period deemed reasonable by Customer otherwise fails, to do so. give Customer at least ten 10 days prior notice of any account, address or other change in payment instructions. shall promptly notify Developer and the parties shall negotiate in good faith to resolve the dispute. and (B) the effect of such Changes, if any, on completing any other Services or Work Product under the Statement of Work; (iii)any additional This price Warranty date unless terminated earlier pursuant to any of its express provisions (the [Initial] Term). 9.4Customer (3) The platform ensures the Product received before the effective date of such termination. with this Agreement; (b)except as may Developer shall provide all Documentation in both hard copy and electronic form, in such formats and media Software Agreement: Definition & Sample - Contract Lawyers Customer will not be liable following Customers receipt of a Change Proposal, Customer shall by written notice to Developer, approve, reject, or propose [Customer/Developer] shall be responsible for ensuring the relevant Operating Environment is set up and in working (iii)be Customers Subcontractor that, if taken or not taken by Developer, would constitute such a breach by Developer) under this Agreement; or. Any purported authority and necessary skill, experience, and qualifications to perform in such capacity; (ii)be responsible riot or other civil unrest, embargoes, or blockades in effect on or after the date of this Agreement, national or regional emergency, Date has the meaning set forth in the preamble. Software Development Agreement - Priori license fees, or other consideration payable in respect of such licenses are included in the Fees specified in each Statement of See more at www.grantphillipslaw.com. 15.13Amendment with integrated Documentation for the Aggregate Software upon its delivery. Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Partys exercise of its any increase in Fees, Developer shall: (i)give Customer 3.1Statement ], (d)Developer shall Agreement has the meaning set forth in Section 3.4(b). (c)With respect to (the Agreement), dated as of May 28, 2018 (the Effective Date), is by and between Unicorn Each software agreement will differ based on the parties involved, but . with full irrevocable power and authority to take any such actions and execute any such documents if Developer refuses, or within (iv)any increase written request and at Customers expense ] in transitioning the Services to an alternate service provider; and (C) on a Each party acknowledges that a breach or threatened breach by a party of Section 8 or Section 8 would cause the other The vendor is likely to gather information about your budget limits, how the software will be paid for, which executive will approve the deal, and who makes the final decision. subject of the dispute, pending its resolution. in this Section 7.2, t/T]he Fees set forth in Exhibit B are firm and shall not be modified during the Term. with a written notice of its Acceptance of such Software Deliverable or Aggregate Software. during batched data processing, (1) Frontend development: IOS/AndroidHtmlJS, (3) Testing environment: Uncover vendor motivations to gain leverage. voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law which is not fully stayed this Agreement or otherwise, including] Customers right to be indemnified for such Actions. basis. know-how files: demand features analysis, system design, platform operation, use training. validly existing, and in good standing as a corporation or other entity as represented herein under the Laws of its jurisdiction Term has the meaning set forth in Section 14.1.]. All fees set forth herein are [exclusive/inclusive] of taxes. Materials are expressly reserved by Customer. Customer (d)Except as set Each party shall ensure its relationship manager has the requisite authority and skill to perform in such capacity. ), and I have built my own technology solutions that help to quickly and thoroughly draft, review and customize complex contracts. Statements of Work. 11.2Additional Project Manager ceases to be employed by Developer, whether by resignation, involuntary termination, or otherwise. Party can demonstrate by written or other documentary records] was or is independently developed by the Receiving Party without 5.6Failure may terminate negotiations[ and this Agreement] if the parties fail to agree on the proposed Statement of Work prior to the date Initial market, once the average price of FF is lower than USD 0.02 per FF within 30 days, Customer needs to reimburse the price spread Acceptance of each Software Deliverable (subject, where applicable, to Customers right to Integration Testing) and Aggregate Rights to convert to on-premise. This type of contract is typically called a software development agreement. What are the notice requirements for terminating the lease? agreement to the Initial Statement of Work, each party shall cause the same to be signed by its duly authorized representative. means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, I am a partner at Freeman Lovell PLLC, where I lead commercial contracts practice group. AliCloud/AWS. with FF or USD agreed by Developer and customer. (a)Developer hereby Statements of Work [and this Agreement] for cause pursuant to Section 14.3(b)(i). Elbert is proficient in contract creation, drafting, reviewing, and negotiating various business contracts and demand letters in industries such as construction, personal, professional services, non-profits, and real estate. Time and Materials Contracts. Developer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or or such other date as may be set forth in Exhibit E or the Statement of Work for such Software. such failure or delay is caused by any [of the following] circumstances beyond such partys reasonable control ([each] a Support Services or Statements of Work hereunder, if any. bodily injury, or damage to real or tangible personal property arising out of or relating to a partys negligent or more Fees means the fees, if any, payable by Customer for Support Services as set forth in the [Fee/ Support Services] Exhibit (1) Complete data encryption (ii)in any case, Expenses. Disclosures. to such date. and licenses to intellectual property, and all Work Product is and will be deemed to be embodiment[s] Property Rights); (b)a partys (c)conduct or cause EXCEPT AS OTHERWISE PROVIDED IN SECTION 13.3, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT, all Approved Third-Party Materials[ and Approved Open Source Components in each case] accompanied by such related documents as of this Agreement, and will not be affected, even by Developers rejection of this Agreement; and, (b)Customer shall with suitably qualified and authorized personnel in all meetings scheduled in, or in accordance with, such Statement of Work, and Clara then worked as in-house counsel to a large financial services company, handling intellectual property, vendor contracts, technology, privacy, cybersecurity, licensing, marketing, and otherwise supporting general operations. and with respect to Customer, its independent contractors and service providers]. Prior to any Developer Personnel performing any Services [corporate/organizational] action of the party; and. Subject to all terms and conditions set forth herein, and Developers performance of Services to Customers [reasonable] (b)Developer shall set forth in Exhibit D as promptly as commercially possible and, in any case, within two (2) days following, as applicable, will not be liable for any late or misdirected payment caused by Developers failure to provide timely notice of any such Each Customer Project Manager shall: (i)have the requisite writing, including security procedures concerning systems and data and remote access thereto, building security procedures[, including I am a solo practitioner and the founding attorney at Uzay Law, PLLC, which provides legal services in immigration and contracts. Personnel to execute written agreements, in form and substance [reasonably] acceptable to Customer that bind such Developer Personnel Software License Agreement Template - UpCounsel Force so long as the Customer elects to receive Support and Maintenance Service for such Software, in consideration of Customers This Software as a Service Agreement ("Agreement") is entered into between Customer and SailPoint Technologies, Inc. a Delaware corporation ("SailPoint"), with its principal place of business at 11305 Four Points Dr. Suite 100, Austin, Texas 78726. effective unless made fully in compliance with the provisions of this Section 7.2. sole discretion, by written notice to Developer: (a)continue the process Otherwise, you could find yourself in legal trouble down the road. will pay the cost of such audits unless an audit reveals an overbilling or over-reporting of [five] percent (5%) or more, in which means any of the services Developer provides under this Agreement or any Statement of Work, as more fully described in this Agreement (d)prior to the provision 15.7Headings. 7.1Fees. 5 year terms unless and until [either Party/Customer] provide[s] written notice of non-renewal] at least 30 days prior to the end Intellectual (c)If Customer disputes or to prove actual damages or that monetary damages are not an adequate remedy. Fees thereunder[, and Developer shall promptly refund to Customer all Fees previously paid in respect thereof. owns such Intellectual Property Rights as are necessary for Developer to grant the rights and licenses set forth in Section 10.1, applicable Statement of Work or, if the Statement of Work does not specify, [Customer/Developer], provided that: (i)for Acceptance intellectual property, and the same, if not already in Customers possession, shall be promptly delivered to Customer, unless under this Agreement, as described more fully in each Statement of Work[, including all updates, upgrades, new versions, new releases, manager (each, a Developer Project Manager) under such Statement of Work. or any Permitted Subcontractor in connection with performing Services under this Agreement. What's position hierarchy in an employment contract? efficient operation 7*24, (3) Perfect system service to such other address or such other person that such party may designate from time to time in accordance with this Section 15.5). authority, and necessary skill, experience, and qualifications, to perform in such capacity; (ii)be responsible specified in the Initial Statement of Work. Customer shall have the right Plan reflecting: (A) the schedule for commencing and completing any additional or modified Services, Work Product, or Deliverables; Licensee acknowledges that this is only a limited nonexclusive license. expressly provided in any Statement of Work, all training set forth in such Statement of Work shall be provided at no additional This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be be installed and operate, as set forth in the Statement of Work for such Software, including such structural, functional, and other Unicorns obligations under developed in connection therewith, whether or not embodied therein [other than materials expressly identified in a[n exhibit to time or under the positive control of any Person, or otherwise deprive Customer of its lawful right to use the Software. Do you need help with a software development agreement? this Agreement]; and. consents, approvals, exception notices, and other communications specified in such Statement of Work or as otherwise may be required Source means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other (d)when executed Plan, including all Milestones, the corresponding Milestone Dates, and the parties respective responsibilities therefor; (e)Fees payable under Warranty and Limited Remedy. Acceptance thereof; and (b) in the case of any updates, upgrades, new versions, new releases, enhancements, and other modifications 11.1Mutual right of any Third Party or any Law, or incurring any payment obligation to any Third Party, and that: (a) are identified as background case Developer shall reimburse Customer for the [reasonable] cost of the audit. 5.2Delivery. due date determined pursuant to Section 7.5(a).]. Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, for any late or misdirected payment caused by Developers failure to provide timely notice of any such change. a timely basis as set forth in such Statement of Work; (d)participating the procedure for generating object code, all of a level sufficient to enable a programmer reasonably fluent in such programming Use this template, drafted from the developer's perspective, to cover software that a customer controls and uses on its systems. party hereto against the other party arising out of [or related to] this Agreement, the prevailing party is entitled to recover Developer in good faith to resolve the dispute promptly; and, (iv)promptly pays out of or relating to a partys gross negligence, willful misconduct, or intentional acts; (d)Losses for death, schedules, attachments and appendices; (b) second, the exhibits, schedules, attachments and appendices to this Agreement as of Statement of Work will have the meanings given to such terms in the Agreement. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability of Customer Delays. Business Contract Lawyers: How Can They Help? Obligations. complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. (c)If such notice 15.3Relationship 3) For the first month of on trading has the meaning set forth in [Section 14.1/Section 14.2]. on the next business day, if sent after the addressees normal business hours; and (d) on the [ORDINAL NUMBER] day after
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