Docstoc

iPhone Apps Contract

Document Sample
iPhone Apps Contract Powered By Docstoc
					This iPhone Apps Contract sets forth the terms of an agreement between a developer
and a customer to purchase of an iPhone application developed by the developer. This
document in its draft form contains numerous of the standard clauses commonly used in
these types of contracts, as well as optional language to allow for customization to
ensure the specific terms of the parties’ agreement are addressed. The agreement
contains numerous standard provisions as well as optional clauses regarding intellectual
property ownership of the resulting application, among others.
                                      iPhone Apps Contract

This agreement (the “Agreement”) is made as of ______ [Instruction: Insert date.] between
_______________ [Instruction: Insert customer name.] with a principal place of business at
_______________ [Instruction: Insert customer address.] (the “Customer”) and
_______________ [Instruction: Insert developer name.] with a principal place of business at
_______________ [Instruction: Insert developer address.] (the “Developer”). For purposes of
this Agreement, Customer shall not be deemed to constitute any third party other than that party
named herein as Customer.

WHEREAS Customer desires to retain Developer as an independent contractor to develop the
iPhone application (the “Application”) described in the Functional Specifications contained in
Exhibit A attached to and incorporated herein and made part of this Agreement by reference.
Developer is ready, willing and able to undertake the development of the Application and agrees
to do so under the terms and conditions set forth in this Agreement.

WHEREAS the parties hereto understand, acknowledge and agree that Customer shall retain its
obligations hereunder, notwithstanding any attempt or attempts by Customer to sell, license or
otherwise transfer its rights to the Application and the acceptance or rejection of the Application
by any third party pursuant to any such attempt or attempts.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

    1. Developer shall prepare a development plan (“Development Plan”) for the Application,
       satisfying the requirements set forth in the Functional Specifications. The Development
       Plan shall include:

            a. Detailed Specifications for the Application;

            b. A listing of all items to be delivered to Customer under this Agreement
               (“Deliverables”); and

            c.   A delivery schedule containing a delivery date for each Deliverable.

    2. Developer shall deliver the Development Plan to Customer by _____ [Instruction: Insert
       date.]. Customer shall have _____ ( ) [Instruction: Insert number of days.] days to
       review the Development Plan. If the Development Plan is in Customer's reasonable
       judgment unsatisfactory in any material respect, Customer shall prepare a detailed written
       description of the objections. Developer shall then have _____ ( ) [Instruction: Insert
       number of days.] days to modify the Development Plan to respond to Customer's
       objections. Customer shall have _____ ( ) [Instruction: Insert number of days.] days
       to review the modified Development Plan. If Customer deems the modified



© Copyright 2013 Docstoc Inc.                                                            2
        Development Plan to be unacceptable, Customer has the option of terminating this
        Agreement upon written notice to Developer or permitting Developer to modify the
        Development Plan again under the procedure outlined in this paragraph. If this
        Agreement is terminated, the obligations of both parties under it shall end except for
        Customer's obligation to pay Developer all sums due for preparing the Development Plan
        and the ongoing confidentiality obligations of this Agreement. Upon Customer’s
        approval of the Development Plan, Developer shall then commence development of the
        Application that will substantially conform to the requirements set forth in the
        Development Plan.




© Copyright 2013 Docstoc Inc.                                                      3
 Developer shall be compensated in an amount and manner, and according to the schedule
                                      as set forth in




© Copyright 2013 Docstoc Inc.                                               4
  Exhibit B annexed hereto and made a part hereof and incorporated by reference. Such




© Copyright 2013 Docstoc Inc.                                               5
    3. Exhibit B shall include the schedule for reimbursement of any of Developer’s out-of-
       pocket expenses incurred in performing services pursuant to this Agreement, as well as a
       schedule of late fees charges, if any.

    4. Optional language: Customer shall make available to Developer, at Customer's
       expense, the following materials, facilities and equipment: _____________________.
       [Instruction: Insert list of items to be provided by Customer.]

    5. If at any time following acceptance of the Development Plan by Customer, Customer
       should desire a change in Developer's performance or obligations pursuant to this
       Agreement, Customer shall submit to Developer a written proposal specifying the desired
       changes. Developer will evaluate each such proposal at its standard rates and charges.
       Developer shall submit to Customer a written response to each such proposal within ten
       (10) working days following receipt thereof. Developer's written response shall include a
       statement of the availability of Developer's personnel and resources, as well as any
       impact the proposed changes will have on the contract price, delivery dates or warranty
       provisions of this Agreement. The parties shall then enter into a modification agreement
       to the Development Plan. Upon execution of such modification agreement by both
       parties, same shall be considered incorporated herein by reference. Developer shall then
       proceed according to the revised terms of the modification agreement to the extent same
       revises any term hereof. All other terms hereof shall remain in full force and effect.

    6. Developer shall use all reasonable efforts to deliver the Application on schedule, subject
       to any changes due to any modification agreement or any change order requested by the
       Customer. Any delay or nonperformance of any provision of this Agreement caused by
       conditions beyond the reasonable control of the performing party shall not constitute a
       breach of this Agreement, provided that the delayed party has taken reasonable measures
       to notify the other of the delay in writing. The delayed party’s time for performance shall
       be deemed to be extended for a period equal to the duration of the conditions beyond its
       control. Conditions beyond a party’s reasonable control include, but are not limited to,
       natural disasters, acts of government after the date of the Agreement, power failure, fire,
       flood, acts of God, labor disputes, riots, acts of war or terrorism and/or epidemics. Failure
       of subcontractors and inability to obtain materials shall not be considered a condition
       beyond a party’s reasonable control.

    7. Immediately upon completion of each development phase set forth in the Development
       Plan's delivery schedule, Developer shall deliver the Application and all other materials
       required to be delivered according to the delivery schedule to Customer. Customer shall
       have the number of days set forth on the delivery schedule from the date of delivery of
       the Application to inspect, test and evaluate it to determine whether the Application
       satisfies the acceptance criteria in accordance with procedures set forth in the
       Development Plan, or as established by Developer and approved by Customer prior to


© Copyright 2013 Docstoc Inc.                                                           6
        testing. If the Application does not satisfy the acceptance criteria, Customer shall give
        Developer written notice stating why the Application is unacceptable. Developer shall
        have thirty (30) days from the receipt of such notice to correct the deficiencies. Customer
        shall then have thirty (30) days to inspect, test and reevaluate the Application. If the
        Application still does not satisfy the acceptance criteria, Customer shall have the option
        of either: (1) repeating the procedure set forth above, or (2) terminating this Agreement
        upon providing written notice to Developer. If Customer does not give written notice to
        Developer within the initial 30-day inspection, testing and evaluation period or any
        extension of that period, that the Application does not satisfy the acceptance criteria,
        Customer shall be deemed to have accepted the Application without revision upon
        expiration of such period. Upon completion of the final development phase set out in the
        Development Plan, acceptance testing shall be performed on the Application in its
        entirety to determine whether the Application satisfies the acceptance criteria and
        operates with internal consistency. Customer shall have 30 days to perform such tests.
        If the completed Application does not satisfy the acceptance criteria, the parties shall
        follow the acceptance and satisfaction procedures set forth with respect to completion of
        each development phase.

    8. Developer is not responsible for rewriting any portion of an Application in the event
        Customer submits same to a third party, and such third party requests design revisions. It
        is hereby understood and agreed among the parties that this Agreement is between the
        parties hereto. Any request for changes or revisions to the Application is subject to the
        provisions of this Agreement. Notwithstanding any such request for changes or revisions
        or rejection of the Application by any third party approached by Customer, Customer will
        remain liable for fulfillment of its obligations hereunder, including but not limited to the
        obligation to pay Developer as set forth herein, in any event.

    9. Optional language: Customer agrees that the Application developed under this
        Agreement shall be delivered to Customer in object code form only. Developer
        agrees that one copy of the source code version of the Application and associated
        documentation shall be deposited with an escrow agent specializing in software
        escrows to be mutually agreed upon in writing by Developer and Customer after
        good faith negotiation. Customer and Developer shall enter into a supplementary
        escrow agreement with the escrow agent. Such escrow agreement shall not be
        considered incorporated herein. The source code shall be delivered to the escrow
        agent within _____ ( )[Instruction: Insert number of days.] days after delivery of
        the object code to Customer. Thereafter, the source code version of all updates,
        enhancements and modifications of the Application created by Developer on
        Customer's behalf, as well as associated documentation, shall be deposited by
        Developer with the escrow agent as set forth in the escrow agreement. Customer
        shall pay all fees necessary to establish and maintain the escrow. Developer hereby


© Copyright 2013 Docstoc Inc.                                                           7
          grants to Customer a contingent license to receive the source code from the escrow
          agent and to use the source code to support its use of the Application in machine-
          readable form if one or more of the following conditions occurs: (a) Developer,
          whether directly or through a successor or affiliate, ceases to be in the software
          business; (b) Developer fails to fulfill its obligations to maintain the Software as
          provided in this Agreement; (c) Developer becomes insolvent or admits insolvency
          or a general inability to pay its debts as they become due; (d) Developer files a
          petition for protection under the U.S. Bankruptcy Code, or an involuntary petition
          is filed against it and is not dismissed within sixty (60) days; (e) Developer comes
          under the control of a competitor of Customer. The source code shall be used solely
          by Customer to maintain the Application and shall be subject to every restriction on
          use and confidentiality set forth in this Agreement. Customer agrees not to disclose
          the source code to third parties except on a need-to-know basis under an
          appropriate duty of confidentiality.

    10. [Instruction: Parties should choose which language reflects the correct ownership
        structure.] Developer assigns to Customer its entire right, title and interest in
        anything created or developed by Developer for Customer under this Agreement
        (“Work Product”) including all patents, copyrights, trade secrets and other
        proprietary rights. This assignment is conditioned upon full payment of the
        compensation due Developer under this Agreement. Developer shall execute and
        aid in the preparation of any documents necessary to secure any copyright, patent,
        or other intellectual property rights in the Work Product at no charge to client.
        However, Customer shall reimburse Developer for reasonable out-of-pocket
        expenses. OR Customer grants to Developer a nonexclusive, [CHOOSE ONE:
        “irrevocable license” OR “license for the term of [NUMBER OF YEARS] years”] to
        use the Work Product OR Developer shall retain all copyright, patent, trade secret
        and other intellectual property rights Developer may have in anything created or
        developed by Developer for Customer under this Agreement (“Work Product”).
        Developer grants Customer a nontransferable license to use the Work Product. The
        license grant is conditioned upon full payment of the compensation due Developer
        and full performance by Customer of its obligations under this Agreement. The
        license shall be in substantially the form set forth on

    11.

    12.




© Copyright 2013 Docstoc Inc.                                                      8
© Copyright 2013 Docstoc Inc.   9
    13. Exhibit C.

    14. [Comment: Parties are advised they may revise the warranty language to reflect the
        parties’ agreement.]THE APPLICATION FURNISHED UNDER THIS AGREEMENT
        IS PROVIDED ON AN AS “AS IS” BASIS, WITHOUT ANY WARRANTIES OR
        REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY EXCEPT AS
        OTHERWISE PROVIDED IN THIS AGREEMENT; INCLUDING, WITHOUT
        LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE,
        NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
        PURPOSE NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF
        DEALING, COURSE OF PERFORMANCE OR TRADE USAGE EXCEPT AS
        OTHERWISE REQUIRED BY LAW. DEVELOPER DOES NOT WARRANT THAT
        THE APPLICATION WILL MEET CUSTOMER'S NEEDS OR BE FREE FROM
        ERRORS, OR THAT THE OPERATION OF THE APPLICATION WILL BE
        UNINTERRUPTED. DEVELOPER DOES NOT WARRANT THAT THE
        APPLICATION WILL BE ACCEPTABLE TO ANY THIRD PARTY FOR ANY
        PURPOSE OR THAT DEVELOPMENT OF THIS APPLICATION WILL BRING
        GOOD WILL OR ADDITIONAL BUSINESS TO THE CUSTOMER, OR THAT ANY
        ATTEMPT BY CUSTOMER TO SELL, LICENSE OR OTHERWISE TRANSFER ITS
        RIGHTS, IF ANY, IN AND TO THE APPLICATION WILL BE SUCCESSFUL. THE
        FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF
        THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE
        CHARGED FOR THE APPLICATION.

    15. Developer represents and warrants it owns and has the right to license or convey title to
        the Application and documentation covered by this Agreement. Developer will not grant
        any rights or licenses to any intellectual property or technology that would conflict with
        Developer's obligations under this Agreement. Developer expressly warrants that no
        portion of the Application contains or will contain any protection feature designed to
        prevent its use. This includes, without limitation, any computer virus, worm, software
        lock, drop dead device, Trojan-horse routine, trap door, time bomb or any other codes or
        instructions that may be used to access, modify, delete, damage or disable Customer's
        Application or computer system. Developer further warrants that it will not impair the
        operation of the Application in any way other than by order of a court of law. Developer
        warrants that the Application shall be compatible with requirements as set forth in the
        Development Plan Specifications.

    16. Developer warrants that Developer will not knowingly infringe on the copyright or trade
        secrets of any third party in performing services under this Agreement, and shall obtain
        any necessary licenses at its sole cost and expense, except as otherwise set forth in this
        Agreement.



© Copyright 2013 Docstoc Inc.                                                           10
    17. During the term of this Agreement and for ____ ( ) [Instruction: Insert time period.]
        years afterward, Developer will use reasonable care to prevent the unauthorized use or
        dissemination of Customer's confidential information. Reasonable care means at least
        the same degree of care Developer uses to protect its own confidential information from
        unauthorized disclosure. Confidential information is limited to information clearly
        marked as confidential or disclosed orally that is treated as confidential when disclosed
        and summarized and identified as confidential in a writing delivered to Consultant within
        15 days of disclosure.

    18. Optional language: Customer acknowledges that the Application is Developer's sole
        and exclusive property. Customer shall treat the Application on a confidential basis
        and shall not, at any time, disclose the trade secrets embodied in the Application or
        supporting documentation to any other person, firm, organization or employee who
        does not need to obtain access thereto consistent with Customer's rights under this
        Agreement. Under no circumstances may Customer modify, reverse compile or
        reverse assemble the object code contained in the Application. Customer shall
        devote its reasonable best efforts to ensure that all persons afforded access to the
        Application and supporting documentation protect Developer's trade secrets against
        unauthorized use, dissemination or disclosure.

    19. This Agreement commences on the date it is executed and shall continue until full
        performance by both parties, or until earlier terminated by one party under the terms of
        this Agreement.

    20. Each party shall have the right to terminate this Agreement by written notice to the other
        if a party has materially breached any obligation herein and such breach remains uncured
        for a period of thirty (30) days after written notice of such breach is sent to the other
        party.

    21. Each party shall be solely responsible for its own taxes, (including the filing of any
        necessary forms) if and when due. Neither party shall incur any liability for failure of the
        other party to timely pay its taxes.

    22. No part of this Agreement shall be deemed as creating a joint-venturer or employer-
        employee relationship between the parties, or any of their respective agents,
        representatives or employees.

    23. Customer agrees not to knowingly hire or solicit Developer's employees during
        performance of this Agreement and for a period of _____ ( ) ________[Instruction:
        Insert time.] after termination of this Agreement without Developer's written consent.

    24. If any legal action is necessary to enforce this Agreement, the prevailing party shall be
        entitled to reasonable attorney fees, costs and expenses.


© Copyright 2013 Docstoc Inc.                                                           11
    25. This Agreement together with all exhibits, appendices or other attachments, which are
        incorporated herein by reference, is the sole and entire Agreement between the parties.
        This Agreement supersedes all prior understandings, agreements and documentation
        relating to such subject matter. In the event of a conflict between the provisions of the
        main body of the Agreement and any attached exhibits, appendices or other materials, the
        Agreement shall take precedence except to the extent otherwise set forth in such attached
        exhibit, appendices or other materials.

    26. Modifications and amendments to this Agreement, including any exhibit or appendix or
        material hereto, shall be enforceable only if they are in writing and are signed by
        authorized representatives of both parties.

    27. This Agreement will be governed by the laws of the State of ______. [Instruction: Insert
        state.]

    28. All notices and other communications given in connection with this Agreement shall be
        in writing and shall be deemed given when delivered personally to the recipient's address
        as appearing in the introductory paragraph to this Agreement; three days after being
        deposited in the United States mails, postage prepaid to the recipient's address as
        appearing in the introductory paragraph to this Agreement, or when sent by fax or telex to
        the last fax or telex number of the recipient known to the party giving notice. Notice is
        effective upon receipt provided that a duplicate copy of the notice is promptly given by
        first-class or certified mail, or the recipient delivers a written confirmation of receipt.
        Any party may change its address appearing in the introductory paragraph to this
        Agreement by giving written notice of the change in accordance with this paragraph.

    29. The rights and obligations under this Agreement are not assignable by either party.

    30. Each party represents and warrants that on this date they are duly authorized to bind their
        respective principals by their signatures below.



[Instruction: Insert parties’ signature blocks.]




© Copyright 2013 Docstoc Inc.                                                           12
                                Exhibit A




© Copyright 2013 Docstoc Inc.               13
                                Exhibit B




© Copyright 2013 Docstoc Inc.               14
                                Exhibit C




© Copyright 2013 Docstoc Inc.               15

				
DOCUMENT INFO
Shared By:
Tags:
Stats:
views:1669
posted:1/10/2012
language:English
pages:16
Description: This iPhone Apps Contract sets forth the terms of an agreement between a developer and a customer to purchase of an iPhone application developed by the developer.  This document in its draft form contains numerous of the standard clauses commonly used in these types of contracts, as well as optional language to allow for customization to ensure the specific terms of the parties’ agreement are addressed.  The agreement contains numerous standard provisions as well as optional clauses regarding intellectual property ownership of the resulting application, among others.
This document is also part of a package Grow Your Business with Mobile Toolkit 10 Documents Included