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.
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 © Copyright 2013 Docstoc Inc. 2 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 © Copyright 2013 Docstoc Inc. 3 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. © Copyright 2013 Docstoc Inc. 4 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 © Copyright 2013 Docstoc Inc. 5 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: (___) __________________ © Copyright 2013 Docstoc Inc. 6 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. © Copyright 2013 Docstoc Inc. 7 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: © Copyright 2013 Docstoc Inc. 8 SCHEDULE “A” SPECIFICATIONS/INSTRUCTIONS © Copyright 2013 Docstoc Inc. 9
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