Contract for Product Development

					A Contract for Product Development is an agreement between two parties whereby one
party agrees to develop a certain product for the other party on certain terms and
conditions. The developer of the product(s) transfers all of its right, title and interest to
the product(s) developed to the other party. This Contract for Production Development
contains both standard clauses as well as opportunities for customization to ensure that
the understandings of the parties are properly set forth. Use this form if your company
produces products for customers or if a person or entity wants a company to produce a
product for them.
            CONTRACT FOR PRODUCT DEVELOPMENT
          THIS CONTRACT FOR PRODUCT DEVELOPMENT (the “Agreement”) is
entered into this _____ day of ______________, 2______, by and between
_____________________ (“Developer”) and _________________ (“Company”) collectively
referred to herein as the “Parties.”

        WHEREAS, Developer offers the                  following    services    to   Company:
_________________________ (the “Services”);

         AND WHEREAS, Company desires to obtain the Services of Developer and desires to
acquire certain rights in and to certain products to be created, designed and developed by
Developer;

          AND WHEREAS, Developer agrees to perform the Services for Company and grant
certain rights in and to the products.

       NOW, THEREFORE in consideration of the foregoing and of the mutual promises and
covenants contained herein, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the Parties hereto agree as follows:

                                          I
                                PRODUCT DEVELOPMENT

1.1     Company and Developer hereby agree that Developer shall develop on behalf of
Company ____________________________________ (enter description of product to be
developed) (the “Product”).

1.2      Developer hereby agrees that he/she/it shall develop the Product on behalf of Company
in accordance with all specifications and instructions from Company contained on Schedule “A”
attached hereto.

1.3       Company and Developer hereby agree that all any and all development work in respect
of the development of the Product shall be completed by Developer, his/her/its employees or any
independent contractors which have been approved by Company.

1.4      Developer hereby agrees that he/she/it shall deliver the completed Product to Company
within ________________ [Insert the time frame specified for delivery].

1.5       Except as expressly provided for herein, Developer shall bear all costs in association
with the development of the Product.

                                           II
                                     CONSIDERATION




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2.1       Company shall pay to Developer the sum of ____________ ($______) Dollars upon
delivery by Developer of the completed Product to the Company.

or

2.1       Company shall pay to Developer an hourly rate of _________ ($_____) Dollars per
hour in respect of the completion of the Product.

2.2       Company shall pay to Developer, all amounts due and owing within ________ (___)
days of the delivery of the completed Product by way of certified check, money order, bank
draft, wire transfer or direct deposit, or by such other means as the Parties hereto may agree in
writing.

or

2.2      Developer shall invoice Company on a monthly basis for the work performed during
the previous month. Company shall pay Developer all amounts due and owing within
__________ ( ) days of the delivery of each invoice.

                                          III
                                  TESTING OF PRODUCT

3.1       Developer hereby agrees that the Product to be developed by Developer for and on
behalf of Company shall be thoroughly tested by Developer prior to delivering the completed
Product to Company and any and all corrections and/or modifications requested by Company
shall be made by Developer prior to the delivery of the completed Product.

3.2      Company and Developer hereby agree that upon delivery of the completed Product,
should Company discovery any defects with the Product, Company shall notify Developer within
______ (___) days of discovery of such defect and Developer shall take all necessary and
reasonable steps to correct such defect within _____ (__) days of being notified.

                                          IV
                                INTELLECTUAL PROPERTY

4.1       Company and Developer hereby agree that Company shall retain its ownership and
intellectual property rights to all of Company’s existing materials and content and Developer
shall retain his/her/its ownership and intellectual property rights to all of Developer’s existing
materials and content which is used by Developer in the development of the Product.

4.2     Developer hereby agrees to assign all right, title and interest in the Product to Company
which shall include but is not limited to, [Insert all elements of the Product to which the
assignment applies, for example any computer codes, images, scripts, text or logos.]

4.3      Developer shall also grant to Company a royalty-free and worldwide perpetual license
to and in the Product and Company shall have the right to sublicense the Product for the



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purposes of reproducing, distributing and modifying the Product including the right to modify
any intellectual property.

4.4       For the purposes of this Agreement, “intellectual property rights” and “intellectual
property” shall be deemed to include copyrights, trade secrets, patents, trademarks, and other
intellectual property rights.
                                             V
                                   CONFIDENTIALITY

5.1      The Parties agree that any information or material used in the development of the
Product is deemed to be confidential information (“Confidential Information”).

5.2       The Parties agree that neither Party shall disclose any Confidential Information to any
third party, unless mutually agreed to by the Parties in writing.

5.3        During the term of this Agreement and thereafter, Developer and/or his/her/its
representatives, contractors and/or employees shall maintain in confidence and use only for
purposes of this Agreement any information or documentation which Company designates as
"Confidential". To the extent it is reasonably necessary or appropriate to fulfill his/her/its
obligations or exercise his/her/its rights under this Agreement, Developer may disclose
Confidential Information which he/she/it is otherwise obligated not to disclose to his/her/its
affiliates, on a need-to-know basis, on the condition that such entities or persons agree to keep
the Confidential Information confidential for the same time periods and to the same extent as
Developer is required to keep the Confidential Information confidential.

5.4      All Confidential Information (including all copies thereof) shall remain the property of
Company and shall be returned to Company after Developer’s need for it has expired, or upon
request of Company, and in any event, upon completion or termination of this Agreement.
Developer further agrees to destroy all notes and copies thereof made by its officers and
employees containing or based on any Confidential Information and to cause its agents and
representatives to whom or which Confidential Information has been disclosed to destroy all
notes and copies in their possession that contain Confidential Information upon the request of the
disclosing party.

5.5      Each party hereby acknowledges and agrees that in the event of any breach of this
provision by Developer, or the actual or threatened disclosure of Company’s Confidential
Information without the prior express written consent of Company, Company will suffer an
irreparable injury such that no remedy at law will afford it adequate protection against or
appropriate compensation for, such injury. Accordingly, each party hereby agrees that in
addition to any other damages, Company shall be entitled to such further injunctive relief as may
be deemed warranted.

5.6      The confidentiality provisions of this Agreement shall remain in full force and effect for
a period of ___________ (___) years after the termination of this Agreement.




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                                      VI
                        REPRESENTATIONS AND WARRANTIES

6.1      Developer hereby represents and warrants to Company as follows:

               A.       Developer has the full power to enter into this Agreement without
               restriction;
               B.       the performance, distribution, or use of the Product will not violate the
               rights of any third parties;
               C.       Developer agrees to defend, hold harmless, and indemnify Company and
               its representatives from and against all claims, defense costs, judgments, and other
               expenses arising out of the breach of the foregoing representations and warranties.

6.2      Company hereby represents and warrants to Developer as follows:

               A.       Company has the full power to enter into this Agreement without
               restriction;
               B.       the performance of this Agreement will not violate the rights of any third
               parties;
               C.       Company agrees to defend, hold harmless, and indemnify Developer and
               his/her/its representatives from and against all claims, defense costs, judgments,
               and other expenses arising out of the breach of the foregoing representations and
               warranties.

                                         VII
                                TERM AND TERMINATION

7.1        Company and Developer hereby agree that the term of this Agreement shall be for a
period of ___________ (___) months/years.

7.2        The Parties may terminate this Agreement at any time, by giving thirty (30) days
written notice to the other party. If notice of termination is given by Company, Company will be
responsible for all invoices and payments due Developer up to the date of termination of this
Agreement, or as agreed upon by the Parties in writing.

                                           VIII
                                      GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of
___________________. Each of the Parties in any suit, action or proceeding arising out of or
relating to this Agreement, irrevocably (i) submits to the jurisdiction of the State Courts of the
State of _______ and the United States District Court for the district of ______________over
any suit, action or proceeding arising out of or relating to this Agreement, (ii) waives to the
fullest extent enforceable under applicable law any objection which it may now or hereafter have
to the above venue of any such suit, action or proceeding and any claim that any such suit, action
or proceeding brought in such Court has been brought in an inconvenient forum, (iii) waives to



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the fullest extent enforceable under applicable law any objection which it may now or hereafter
have to the above mentioned Court having jurisdiction of the Parties hereto and to the subject
matter of this Agreement, and (iv) acknowledges that a final judgment in any such suit, action or
proceeding brought in such Court, after all appropriate appeals, shall be conclusive and binding
upon it. In any suit or arbitration regarding the Agreement, the prevailing party shall be entitled
to reasonable attorneys’ fees and costs. In any suit or arbitration regarding the Agreement, the
prevailing party shall be entitled to reasonable attorneys’ fees and costs.

                                           IX
                                   GENERAL PROVISIONS

9.1         In the event of non-performance by either Party of any of its obligations contained
herein, the non-defaulting Party shall serve the defaulting Party with written notice of the alleged
breach. The defaulting Party shall have _____ (___) days from the date of such notice to cure
and rectify any non-performance or non-compliance. Upon the correction of any non-
performance or non-compliance by the defaulting Party, the Agreement shall continue. In the
event that the defaulting Party fails to correct any non-performance or non-compliance issue
within the time frame set out above, the non-defaulting Party may terminate this Agreement
immediately and without further notice.

9.2        Any notice or other communication required or permitted to be given under this
Agreement shall be in writing and shall be sufficiently given or made by delivery or by regular
post or by electronic means or facsimile transaction (with confirmation of accurate or complete
transmission obtained by sender). Any notice so given shall be deemed conclusively to have
been given and received when so personally delivered or, transmitted, except that any notice
delivered after 5:00 p.m. on the date prior to a non-business day shall be deemed to have been
received at 9:00 a.m. on the first business day following delivery. Any Party may change its
address, facsimile transmission number by notice to the other of them in the manner set out
above.

Notices to the Company shall be sent to:

               PERSONAL AND CONFIDENTIAL

               Address:

               Fax: (___) _________________

               Email: ____________________

               with a copy to:


                Attorney:

               Fax: (___) __________________



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               Email: _____________________

Notices to the Developer shall be sent to:

               PERSONAL AND CONFIDENTIAL

               Address:

               Fax: (____) ________________

               Email: ____________________

               with a copy to:

               Attorney:

               Fax: (____) ________________

               Email: ______________________

9.3        This Agreement shall inure to the benefit of the Parties hereto and shall be binding
upon the Parties hereto and their respective heirs, executors, representatives, successors, and
assigns. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is
intended to confer on any person other than the Parties hereto or their respective heirs, executors,
representatives, successors, and assigns any rights, remedies, obligations, or other liabilities
under or by reason of this Agreement.

9.4        This Agreement shall constitute the entire agreement between the Parties and any
prior understanding or representation of any kind preceding the date of this Agreement shall not
be binding on either Party to this Agreement except to the extent incorporated in this Agreement.

9.5         Any party which is entitled to the benefits of this Agreement may, and has the right to,
waive any term or condition hereof at any time on or prior to the time when such term or condition is
required to be fulfilled under this Agreement; provided, however, that such waiver shall be evidenced
by written instrument duly executed on behalf of such party. The waiver by a party of any term or
condition hereof shall not operate as a waiver of that party's rights under this Agreement in respect of
any other term and condition (whether of the same or any other nature).

9.6        This Agreement may be executed in several counterparts, each of which when so
executed shall be deemed to be an original and such counterparts together shall constitute one
and the same instrument and shall be effective as of the formal date hereof. This Agreement may
be executed and transmitted via e-mail and/or facsimile transmission and in such event shall be
effective and binding on the Parties hereto and their successors and assigns as if originally
executed.




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9.7          If any provision of this Agreement is found by a court of competent jurisdiction to be
unenforceable, such provision shall not affect the other provisions, but such unenforceable
provision shall be deemed modified to the extent necessary to render it enforceable, preserving to
the fullest extent permissible the intent by the Parties set forth therein.

9.8       Neither Party may assign, transfer or delegate any of its rights or obligations
hereunder without the prior written consent of the other Party.

9.9        Any modification to this Agreement must be in writing, signed by the Parties or it
shall have no effect and be void.


        IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of
the date first above written,


DATED this _________day of ____________, 20___.



(COMPANY)



Name:
Title:

(DEVELOPER)



Name:
Title:




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                                SCHEDULE “A”

                         SPECIFICATIONS/INSTRUCTIONS




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DOCUMENT INFO
Description: A Contract for Product Development is an agreement between two parties whereby one party agrees to develop a certain product for the other party on certain terms and conditions. The developer of the product(s) transfers all of its right, title and interest to the product(s) developed to the other party.  This Contract for Production Development contains both standard clauses as well as opportunities for customization to ensure that the understandings of the parties are properly set forth.  Use this form if your company produces products for customers or if a person or entity wants a company to produce a product for them.
This document is also part of a package Product Development Starter Kit 9 Documents Included