Software Development and License Agreement

Document Sample
Software Development and License Agreement Powered By Docstoc
					     THIS DOCUMENT IS PROVIDED AS A SAMPLE AND IS NOT INTENDED TO BE
     AND DOES NOT CONSTITUTE LEGAL ADVICE, OR A SUBSTITUTE FOR
     SPECIFIC LEGAL ADVICE OR OPINIONS. THE USER OF THIS SAMPLE
     DOCUMENT SHOULD NOT ACT OR REFRAIN FROM ACTING, OR USE THIS
     DOCUMENT WITHOUT CONSULTING LEGAL COUNSEL. THE USE OF THIS
     DOCUMENT SHOULD BE MODIFIED TO ADDRESS THE SPECIFIC LEGAL NEEDS
     OF THE USER.

 1                Database Software Development Agreement
 2
 3
 4           This Database Software Development Agreement (the "Agreement") is made and entered
 5   into by and between ________________________, a _______________________________
 6   (“MLS”), and ___________________________, a(n) ________________________ [insert entity
 7   type or state that developer is an individual, as applicable] (“Developer”).
 8
 9          In exchange for good and valuable consideration, the sufficiency and receipt of which are
10   hereby acknowledged, Developer and MLS agree as follows:
11
12           1.      Development of Prototype. Developer agrees to develop and create the Prototype
13   in accordance with the Specifications and Budget, and within the times set forth on the
14   Development Schedule, and deliver the completed Prototype to the MLS within the times set
15   forth in the Development Schedule. Developer agrees that the development of the Prototype
16   shall be in accordance with the Budget. Notwithstanding the forgoing sentence, if for any reason
17   the cost of the Prototype exceeds the amount set forth in the Budget, MLS shall have no
18   obligation to pay such excess costs.

19           2.      Testing and Acceptance of Prototype. No later than thirty (30) days after delivery
20   of the Prototype to MLS, MLS shall commence testing of the Prototype. If the Prototype
21   performs in accordance with the Specifications, and without any material errors or other
22   problems, then MLS shall Accept the Prototype. In the event the Prototype fails to perform in
23   accordance with the Specifications, or fails to perform without any material errors or other
24   problems, then MLS shall give notice of such failure to Developer. Developer shall, within
25   fifteen (15) days of such notice, correct the errors and deliver the corrected Prototype to MLS.
26   Within thirty (30) days after delivery of the corrected Prototype to MLS, MLS shall commence
27   testing of the corrected Prototype. If the corrected Prototype performs in accordance with the
28   Specifications, and without any material errors or other problems, then MLS shall Accept the
29   Prototype. In the event the corrected Prototype fails to perform in accordance with the
30   Specifications, or fails to perform without any material errors or other problems, then MLS shall
31   give notice of such failure to Developer. Such procedure shall be repeated until the Prototype is
32   Accepted by MLS, or MLS gives notice of termination of this Agreement.

33           3.    Development of the Software. Upon Acceptance of the Prototype, Developer
34   agrees to complete development of the Software in accordance with the Specifications and
35   Development Schedule, and deliver the Software, including the Source Code for the Software,
 1   within thirty (30) days after Acceptance of the Prototype. The Source Code shall be delivered on
 2   a media acceptable to MLS.

 3            4.     Testing and Acceptance of Software. No later than thirty (30) days after delivery
 4   of the Software to MLS, MLS shall commence testing of the Software. If the Software performs
 5   in accordance with the Specifications and Documentation, and without any material errors or
 6   other problems, then the MLS shall Accept the Software. In the event the Software fails to
 7   perform in accordance with the Specifications and Documentation, or fails to perform without
 8   any material errors or other problems, then MLS shall give notice of such failure to Developer.
 9   Developer shall, within fifteen (15) days of such notice, correct the errors and deliver the
10   corrected Software to MLS. Within thirty (30) days after delivery of the corrected Software to
11   MLS, MLS shall commence testing of the corrected Software. If the corrected Software
12   performs in accordance with the Specifications and Documentation, and without any material
13   errors or other problems, then MLS shall Accept the Software. In the event the corrected
14   Software fails to perform in accordance with the Specifications and Documentation, or fails to
15   perform without any material errors or other problems, then MLS shall give notice of such
16   failure to Developer. Such procedure shall be repeated until the Software is Accepted by MLS,
17   or MLS gives notice of termination of this Agreement.

18           5.     Documentation. No later than thirty (30) days after delivery of the Prototype to
19   MLS, Developer agrees to deliver to MLS in an electronic format and on a medium reasonably
20   acceptable to MLS, the Documentation for the Software. The Documentation shall include such
21   detail and be written so that it is reasonably acceptable to MLS.

22           6.      Future Development and Enhancements and License. MLS and Developer agree
23   and acknowledge that MLS may from time-to-time after termination of this Agreement request
24   that Developer enhance, update, create new versions, create bug fixes, or otherwise modify the
25   Software or Documentation (“Enhancements”). MLS shall have no obligation to engage
26   Developer in connection with any Enhancements. Developer shall charge MLS for such services
27   at Developer’s current-standard published hourly rate. Developer agrees that such rates will not
28   increase by more than ten percent (10%) during any calendar year and that such rates will not
29   increase by more than one (1) time in any two (2) calendar year period. Developer agrees to
30   assign, and hereby assigns all right, title and interest, including all copyright rights and other
31   intellectual property rights, in and to the Enhancements to MLS. Upon completion, all
32   Enhancements shall be included in the definition of Software and Documentation, as applicable,
33   under this Agreement and shall be governed by the terms and conditions of this Agreement.
34   MLS hereby grants to Developer a revocable, non-exclusive license to use and access the
35   Software and Documentation for the sole purpose of creating Enhancements. This license may
36   be terminated by MLS at any time.

37           7.     Reports. Developer agrees to deliver to MLS from time-to-time written or
38   electronic reports on the status of the development of the Software and Documentation, including
39   actual costs compared to costs included in the Budget. Notwithstanding the forgoing, no later
40   than two (2) days after delivery of a request from the MLS to Developer, Developer agrees to

                                                     2
 1   deliver a status report to MLS in a form with such information as is requested by MLS. Further,
 2   Developer agrees to deliver to the MLS, upon delivery of a request from MLS, a written or
 3   electronic accounting of all funds spent in connection with the creation, development, and
 4   drafting of the Software and Documentation.

 5           8.     Developer Fee. In consideration for the development of the Software and creation
 6   of the Documentation, MLS agrees to pay the fees in accordance with the payment terms set
 7   forth in the Budget. Except as otherwise expressly set forth in this Agreement, MLS and
 8   Developer agree and acknowledge that the consideration paid under this Section 8 of this
 9   Agreement shall be the only consideration paid to Developer, and shall be payment in full for all
10   of Developer’s obligations under this Agreement. Specifically, the MLS shall not be obligated
11   for any expenses of Developer, including expenses related to the design and manufacture of any
12   hardware constituting the Prototype. Notwithstanding anything to the contrary in this
13   Agreement, in the event Developer fails to timely perform any of its obligations under this
14   Agreement, and the delay has not been excused under Section 20 of this Agreement, MLS’s
15   obligation to make any such payment shall terminate.

16          9.      Developer Support. After termination of this Agreement, Developer agrees to
17   continue to provide reasonable support to MLS, and not directly to end users, for the Software at
18   Developer’s current published standard hourly rates. Developer agrees that such rates will not
19   increase by more than ten percent (10%) during any calendar year and that such rates will not
20   increase more than one (1) time in any two (2) calendar year period. Support shall be available
21   during normal business hours by telephone. Support personnel will be available upon request by
22   the MLS during all other hours by telephone after contact by pager, cellular phone, or e-mail.
23   All support shall be provided by the highest level support personnel employed by Developer.

24           10.    Trademarks. No right, title, interest, or license in or to any trademark is granted
25   to Developer under this Agreement. Developer agrees to assign, and hereby assigns to MLS, all
26   trademarks created or conceived in connection with the Software at any time prior to acceptance
27   of the Prototype by MLS.

28          11.     Confidential Information.

29                   a.      Developer acknowledges that Developer may have access to information
30   of MLS that is considered by MLS to be confidential or proprietary including, without limitation,
31   real property listing content, including all intellectual property rights, trade secrets, copyrights,
32   customer lists, and customer information (“Confidential Information”). Confidential Information
33   does not include information that (a) has been made public by an act or omission by a third party;
34   (b) Developer receives from an unrelated third party without restriction on disclosure and
35   without breach of a nondisclosure obligation; (c) Developer knew prior to receiving such
36   information; or (d) Developer develops independently without use of Confidential Information.
37   Developer agrees to maintain as confidential and not disclose the Confidential Information to
38   any third party and will not use any Confidential Information for any purpose other than for the
39   performance of its obligations under this Agreement. Developer agrees to use all reasonable

                                                      3
 1   efforts to prevent any unauthorized disclosure of Confidential Information disclosed by MLS
 2   under this Agreement.

 3                  b.     Developer acknowledges and agrees that MLS does not wish to receive
 4   from Developer any confidential information of Developer or of any third party. Developer
 5   represents and warrants that any information provided to MLS in connection with this
 6   Agreement shall not be confidential or proprietary to Developer or any third party.

 7                  c.     Developer shall immediately notify MLS upon discovery of any
 8   unauthorized use or disclosure of Confidential Information, or any other breach of this
 9   Agreement, and will cooperate with MLS in every reasonable way to regain possession of the
10   Confidential Information and prevent its unauthorized use.

11          12.     Ownership of Software and Compilation.

12                    a.     MLS and Developer intend that, except as set forth below, and regardless
13   of whether the Prototype, Software, or Documentation is completed, all elements of the Software
14   and Documentation shall be exclusively owned by MLS, and MLS shall exclusively own all
15   copyrights and all other intellectual property rights in the Software and Documentation. In
16   addition, Developer acknowledges that the Software may be used by MLS, or others, in
17   connection with the development and use of a compilation of real estate listings, including each
18   of the individual elements of each listing included in the compilation (collectively the
19   “Compilation”), and Developer agrees and acknowledges that MLS and not Developer selected,
20   coordinated, and arranged the Compilation, and MLS owns all copyrights and other intellectual
21   property rights in the Compilation. Accordingly, Developer agrees to assign and transfer and
22   does hereby irrevocably assign and transfer to MLS any and all right, title, and interest, including
23   all copyright rights and other intellectual property rights, and all actions and causes of action
24   related to the foregoing, and all damages, profits, and other recoveries related thereto, which
25   Developer may have or acquire in and to the Prototype, Software, Documentation, and
26   Compilation. Such rights, title, and interest shall be deemed assigned as of the moment of
27   creation without the necessity of any further action on the part of either party. Developer agrees
28   to take all action and execute and deliver to MLS all documents requested by MLS in connection
29   with the transfer and assignment of rights in and to the Prototype, Software, Documentation, and
30   Compilation to MLS, and any copyright application for and registration of the Prototype,
31   Software, Documentation, or Compilation. If the foregoing assignment is determined to be
32   unenforceable for any reason, Developer hereby grants to MLS an exclusive, non-revocable,
33   worldwide, fully paid license to sublicense through multiple tiers, perform, publish, display,
34   reproduce, create derivative works of, and distribute the Prototype, Software, Documentation,
35   and Compilation, or any derivative works thereof.

36                 b.      In the event that any portion of the Prototype, Software, Documentation,
37   or Compilation, including the entirety thereof, constitutes a preexisting work for which
38   Developer cannot grant to MLS the rights set forth in this Section 12 (a “Preexisting Work”),
39   Developer shall specify in writing (1) the nature of such Preexisting Work; (2) the Owner; (3)

                                                      4
 1   any restrictions or royalty terms applicable to Developer’s or MLS’s use of such Preexisting
 2   Work or MLS’s exploitation of the Prototype, Software, Documentation, or Compilation as
 3   derivative works thereof; and (4) the source of Developer’s authority to employ the Preexisting
 4   Work in the preparation of the Prototype, Software, Documentation, or Compilation, and
 5   Developer shall grant to MLS a non-exclusive, non-revocable, worldwide, fully paid license to
 6   use the Preexisting Work in any manner consistent with this Agreement. The only preexisting
 7   works that may be used in the development of the Prototype, Software, Documentation, or
 8   Compilation are the Preexisting Works that are approved in writing by MLS prior to their use.

 9                   c.     In the event that for any reason, after reasonable effort, Developer fails to
10   execute and deliver to MLS any document requested by MLS under Section 12.b of this
11   Agreement, Developer hereby irrevocably designates and appoints MLS, and its officers and
12   agents, as Developer’s attorney in fact, which appointment is coupled with an interest, to act for
13   and in behalf of Developer to execute, verify, and file any such documents and to do all other
14   lawfully permitted acts to further the purposes of this Agreement with the same legal force and
15   effect as if executed by Developer. Developer hereby waives any and all claims, of any nature
16   whatsoever, which Developer now or may hereafter have for infringement of the Prototype,
17   Software, Documentation, or Compilation assigned to MLS under this Agreement.

18           13.     Work Only by Developer. Excepting any co-developer who is engaged by MLS
19   to co-develop the Software with Developer, no individuals or entities other than Developer and
20   Developer’s employees shall undertake any work in connection with this Agreement. Developer
21   shall obtain and maintain in effect written agreements with each of its employees who participate
22   in any of Developer’s work under this Agreement, which agreements shall contain terms
23   sufficient for Developer to comply with all provisions of this Agreement and to support all grants
24   and assignments of rights and ownership under this Agreement. Such agreements also shall
25   impose an obligation of confidentiality on such employees with respect to MLS’s Confidential
26   Information.

27          14.     Warranties of Developer. Developer represents and warrants to MLS the
28   following:

29                  a.      The Software will run substantially in accordance with the Specifications.

30                  b.     The media on which the Software is or will be contained shall not contain
31   any computer instructions which purpose is to disrupt, damage or interfere with the use of any
32   other computer programs or computer or telecommunications facilities for their commercial
33   purposes, or perform functions which are not an appropriate part of the functionality of the
34   computer programs, Documentation or other Software and which result is to disrupt the use or
35   operation of such computer programs, Documentation or other Software.

36                  c.       The Software shall not contain any virus, worm, trojan horse, or other
37   similar code, or any mechanism which electronically notifies the user of any fact or event, nor
38   any key, node lock, time-out, logic bomb or other function, implemented by any means, which
39   may restrict use of or access to any programs, data or equipment.
                                                      5
 1                   d.      (1) Developer is and will be the sole author of all works employed by
 2   Developer in preparing any and all Software other than Preexisting Works; (2) Developer has
 3   and will have full and sufficient right to assign or grant the rights and/or licenses granted in the
 4   Software pursuant to this Agreement; (3) the Software and Documentation, other than
 5   Preexisting Works, have not been and will not be published under circumstances that would
 6   cause a loss of copyright therein; and (4) the Software and Documentation, including all
 7   Preexisting Works, do not and will not infringe any patents, copyrights, trademarks or other
 8   intellectual property rights, including trade secrets, privacy, or similar rights of any person or
 9   entity, nor has any claim, whether or not embodied in an action, past or present, of such
10   infringement been threatened or asserted, nor is such a claim pending against Developer or,
11   insofar as Developer is aware, against any entity from which Developer has obtained such rights.

12                  e.      Developer agrees to immediately notify MLS of any illicit code. Upon
13   notice to Developer of the discovery of any illicit code in the Software, whether such discovery
14   is made by Developer or by MLS, Developer shall promptly correct or replace the Software to
15   eliminate any such illicit code.

16           15.      Additional Representations and Warranties of Developer. Developer represents
17   and warrants to MLS the following: (a) this Agreement when executed by Developer, will be
18   valid, binding and enforceable with respect to Developer in accordance with their respective
19   terms; (b) the fulfillment of Developer’s obligations as contemplated under this Agreement are
20   proper and lawful under all applicable laws; (c) Developer is not and shall not be under any
21   disability, restriction or prohibition related to the execution of this Agreement and the
22   performance of its obligations under this Agreement.

23           16.    Developer Expenses. Developer shall be responsible for its own expenses and
24   costs under this Agreement, and MLS shall have no obligation to reimburse Developer for any
25   expenses or costs incurred by Developer in the performance of Developer’s duties under this
26   Agreement.

27          17.     Term and Termination.

28                   a.     Unless earlier terminated in accordance with this Section 17, this
29   Agreement shall continue in effect until the Software and Documentation have been Accepted.
30   MLS may, at its sole option, terminate this Agreement without cause upon thirty (30) days
31   written notice to Developer. Upon receipt of notice of such termination, Developer shall inform
32   MLS of the extent to which performance has been completed through the date of termination and
33   collect and deliver to MLS whatever work product and Prototype, Software or Documentation
34   then exist in a manner prescribed by MLS. Developer may not terminate this Agreement except
35   upon the occurrence of a material default by MLS which has not been cured within thirty (30)
36   days after written notice to MLS. Sections 6, 9, 10, 11, 12, 17.c, 17.d, 18, 21, 22, and 23 of this
37   Agreement shall survive any termination of this Agreement.

38               b.    In addition to MLS’s termination rights under Section 17.a of this
39   Agreement, MLS may terminate this Agreement immediately upon written notice to Developer
                                                6
 1   upon the occurrence of any of the following: (a) after delivery of the Prototype, Software, or
 2   Documentation to the MLS for testing or review at least two (2) times, and the MLS has not
 3   Accepted the Prototype, Software, or Documentation because the Prototype, Software, or
 4   Documentation has failed to perform in accordance with the terms of this Agreement, or in the
 5   case of the Documentation, is not acceptable to the MLS; (b) Developer fails to deliver the
 6   Prototype, Software, or Documentation to the MLS on or before the applicable dates set forth
 7   and in accordance with the terms of the Development Schedule; (c) any material representation
 8   or warranty made by Developer in this Agreement, or in connection with this Agreement, is
 9   determined to have been false or materially misleading when made; or (d) Developer fails to
10   perform any of its obligations or otherwise defaults under this Agreement, and such failure to
11   perform or default is not cured by Developer within thirty (30) days after notice from MLS of
12   such breach.

13                  c.      In the event MLS terminates this Agreement without cause, as set forth in
14   Section 17.a of this Agreement, Developer shall not be obligated to pay to MLS any amounts
15   paid to Developer under this Agreement. In the event this Agreement is terminated for any
16   reason under Section 17.b of this Agreement, then in addition to all other amounts owing and
17   other damages and remedies available to MLS, Developer agrees to refund to MLS all amounts
18   paid to Developer under this Agreement.

19                   d.      Within five (5) days of the date of termination of this Agreement,
20   Developer agrees to deliver to MLS the Software as it exists as of the date of termination, all
21   Source Code for the Software, the Documentation as it exists as of the date of termination, and
22   all documents, graphs, charts, schedules, technical materials, specifications, memoranda,
23   electronic files, and other documents and files, whether in electronic or other formats, including
24   all media on which any of the forgoing is embedded, relating to the development, creation, and
25   draft of the Software and Documentation. In addition immediately upon terminate, Developer
26   agrees to terminate all development, creation, and drafting relating to the Software and
27   Documentation.

28           18.     Indemnification. Developer hereby agrees to indemnify MLS, and its managers,
29   members, officers, directors, employees, and agents, from and against any and all claims,
30   demands, liabilities, and actions, including the payment of all legal expenses, including
31   reasonable attorney's fees and costs, arising out of or connected with any material breach by
32   Developer of any of the terms of this Agreement, and for any claim that the Prototype, Software,
33   or Documentation infringes, whether allegedly or actually, on the copyright, patent, trademark,
34   trade secret, or other intellectual property or proprietary rights of any third party. If Developer
35   becomes aware of any such possible infringement, Developer shall immediately notify MLS in
36   writing. MLS shall have the right, at its option, to control its own defense and engage counsel
37   acceptable to MLS.

38           19.     Compliance With All Laws and Regulations. Developer agrees to comply with
39   all country, federal, state, and local laws, statutes, ordinances, and any other governing and
40   applicable provisions during the term of this Agreement.

                                                      7
 1           20.     Force Majeure. Neither party shall be liable for failure to perform, or for any
 2   delay in performing, its obligations under this Agreement when such failure or delay is due to
 3   force majeure, provided the party claiming the existence of force majeure gives notice to the
 4   other party within fourteen (14) days of the commencement or continuance of the circumstances
 5   which constitutes such force majeure. The term "force majeure" means events beyond the
 6   control of the applicable party, namely strikes, lockouts, fires, floods, delays in transportation or
 7   delivery, acts of God or the public enemy, embargoes, wars, declared or undeclared, riots, civil
 8   commotion, interference by civil or military authorities, terrorist acts, or governmental actions.
 9   Neither party shall be relieved from performing any pending obligations under the Agreement
10   when the existence of force majeure has been eliminated or terminated.

11          21.      Independent Contractor. Developer, in rendering performance under this
12   Agreement, shall be deemed an independent contractor and nothing contained herein shall be
13   construed as constituting an employment, joint venture, or partnership relationship between
14   Developer and MLS. Developer shall be solely responsible for and shall hold MLS harmless for
15   any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax,
16   FICA, and workmen’s compensation.

17           22.     Injunctive Relief. MLS and Developer agree that any default under or breach of
18   Sections 11, 12, 13, 19, and 23.c of this Agreement will result in immediate and irreparable
19   injury and harm to MLS, which shall have, in addition to any and all remedies of law and other
20   consequences under this Agreement, the right to an injunction, specific performance or other
21   equitable relief to prevent the default under or breach of this Agreement. The forgoing remedies
22   shall in no way limit any other remedies which MLS may have, including, without limitation, the
23   right to seek monetary damages.

24          23.     General.

25                   a.      Costs of Litigation. If any action is brought by either party to this
26   Agreement against the other party regarding the subject matter of this Agreement, the prevailing
27   party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees,
28   costs, and expenses of litigation.

29                   b.      Governing Law; Submission to Jurisdiction. This Agreement shall be
30   governed by and construed in accordance with the laws of the state of __________. Developer
31   acknowledges that by entering into this Agreement and providing services to MLS, Developer
32   has transacted business in the state of ________. By transacting business in the state of
33   ___________ by agreement, Developer voluntarily submits and consents to, and waives any
34   defense to the jurisdiction of courts located in ___________ County, state of __________, as to
35   all matters relating to or arising from this Agreement.

36                  c.      No Assignment. Developer may not assign or delegate, sublicense or
37   otherwise transfer this Agreement, or its services to be performed or obligations under this
38   Agreement.

                                                       8
 1                  d.      Waiver. No waiver by either party of any default shall be deemed as a
 2   waiver of prior or subsequent default of the same of other provisions of this Agreement.

 3                  e.      Severability. If any term, clause or provision hereof is held invalid or
 4   unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or
 5   operation of any other term, clause or provision, and such invalid term, clause or provision shall
 6   be deemed to be severed from the Agreement.

 7                   f.     Integration. This Agreement constitutes the entire understanding of the
 8   parties, and revokes and supersedes all prior agreements between the parties and is intended as a
 9   final expression of their Agreement. All schedules referenced in this Agreement shall be
10   incorporated into this Agreement by this reference. This Agreement shall not be modified or
11   amended except in writing signed by the parties hereto and specifically referring to this
12   Agreement. This Agreement shall take precedence over any other documents, which may
13   conflict with this Agreement.

14                   g.      Notices. All notices, demands, or consents required or permitted under
15   this Agreement shall be in writing and shall be delivered personally or sent by registered mail,
16   certified mail, return receipt requested, or by a reputable overnight courier service, to the
17   appropriate party at the following addresses:

18                  If to Developer:
19
20                  ______________________
21                  ______________________
22                  ______________________
23                  ______________________
24
25                  If to MLS:
26
27                  ______________________
28                  ______________________
29                  ______________________
30                  ______________________
31
32   The foregoing addresses may be changed from time-to-time by delivering notice of such change
33   to the parties to this Agreement.
34
35                  h.      Verification of Compliance. Developer agrees that, upon at least twelve
36   (12) hours notice, no more often than two (2) time during any month, the MLS may, at any
37   reasonable time and during normal business hours, enter the premises of Developer, or any other
38   location where any materials relating to the development, creation, and drafting of the Software
39   and Documentation are located, for the purpose of verifying Developer’s compliance with the
40   terms and conditions of this Agreement.

                                                      9
 1          24.     Definitions.

 2                   a.     Accept or Acceptance means delivery of notice to Developer that MLS
 3   has tested, reviewed, and accepted the Prototype or Software, as applicable.

 4                 b.      Budget means the projected costs and expenses for performance of all of
 5   Developer’s obligations under this Agreement, as set forth on the attached Schedule A to this
 6   Agreement.

 7                  c.     Compilation has the meaning set forth in Section 12 of this Agreement.

 8                  d.     Confidential Information has the meaning set forth in Section 11 of this
 9   Agreement.

10                 e.     Development Schedule means the schedule for development of the
11   Prototype and Software as set forth in the development schedule, which is attached to this
12   Agreement as Schedule B to this Agreement.

13                  f.     Documentation means all manuals and other printed or electronic
14   materials created by Developer relating to the development, operation and use of the Software.

15                  g.     Preexisting Works means of the components of the Software described on
16   the attached Schedule C to this Agreement.

17                  h.      Prototype means a beta test version of the Software which has been
18   created by Developer for testing in accordance with this Agreement, and which has all of the
19   features described in the Specifications.

20                 i.     Software means the computer software to be developed by Developer in
21   accordance with the Specifications.

22                  j.     Source Code means computer software code, which is written in a
23   language so that it may be read and modified by humans and which is capable of being compiled
24   into machine-readable object code.

25                    k.    Specifications means the description, specifications, technical
26   documentation, manuals, reports, and similar documents relating to the Software which are set
27   forth in the attached Schedule D to this Agreement.

28
29
30
31
32
33

                                                    10
 1   Dated effective _______________________, ______.
 2
 3                             MLS
 4
 5                             ___________________________________
 6
 7
 8
 9                             By__________________________________
10                                   ___________________________
11                                   Its _________________________
12
13
14
15                             DEVELOPER
16
17                             Printed Name of Developer:
18
19                             ____________________________________
20
21
22                             Signature:
23
24                             ________________________________________
25
26                             Printed Name and Title of Signatory (if Developer
27                             is a business entity):
28                             ________________________________________
29                             _______________________________________




                                        11
SCHEDULE A

  Budget




    12
   SCHEDULE B

Development Schedule




        13
 SCHEDULE C

Preexisting Works




       14
SCHEDULE D

Specifications




     15