USA Multimedia Development Agreement by Megadox


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THIS AGREEMENT made effective as of the _____ day of ______________, _______.


                                      [NAME OF DEVELOPER]

                                               - and -

                                        [NAME OF CUSTOMER]
                                          (the “Customer”)


WHEREAS Developer is involved in the business of multimedia development, including website design
and development, programming, digital media, software development, graphics, animation, CD-ROMs,
DVDs, and related services;

AND WHEREAS Customer wishes to retain Developer to develop certain multimedia presentations, and
Developer agrees to develop the presentations, all on the terms and conditions hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants
and agreements contained in this Agreement, the parties hereby agree as follows:

1.     Definitions and Interpretation

1.1.   Wherever used throughout this Agreement, the following terms shall have the following

       Customer shall mean ______________________________ [insert name of customer].

       Developer shall mean ______________________________ [insert name of developer].

       Materials shall mean all of Developer’s and any third party’s materials used in development of
       the Project, as set out in Exhibit B attached hereto.

       Project shall mean the development of Customer’s multimedia presentations by Developer
       according to the terms and specifications set out in this Agreement and the Exhibits attached

       Specifications shall mean the specifications as set out in Exhibit A attached hereto, and any
       amendments thereto as agreed between the parties.

1.2.    All dollar amounts referred to throughout this Agreement shall mean lawful currency of the
United States of America.

1.3.   The following Exhibits are attached to and form a part of this Agreement:

        (a)     Exhibit A – Specifications
        (b)     Exhibit B – Materials
        (c)     Exhibit C – Milestones
        (d)     Exhibit D – Payment Terms

1.4.     The headings used throughout this Agreement are for convenience of reference only and shall
not affect the construction or interpretation of this Agreement.

1.5.   Words importing the singular number include the plural and vice versa and words importing the
masculine gender include the feminine and neuter genders, as the context requires.

1.6.   Any reference to a party to this Agreement includes a reference to such party’s successors in title
and permitted assigns.

2.      Development and Delivery of Project

2.1     Developer agrees to develop the Project according to the terms and conditions set forth herein,
and pursuant to the Specifications set forth in Exhibit A hereto, including without limitation flow charts,
programming and interactive feature requirements, placement of content and Materials to be
incorporated, and/or such other terms and conditions and upon such other specifications as are agreed in
writing between the parties.

2.2     Developer shall use reasonable diligence in the development of the Project and shall obtain all
necessary licenses for use of any third party Materials used in the development of the Project.

2.3     Developer shall use best efforts to deliver to Customer an initial proof of the Project (“Initial
Version”), based on the Specifications, no later than __________ days after all required media materials
and information have been received from Customer. Customer acknowledges, however, that this delivery
deadline, and the other milestones listed in Exhibit C hereto are estimates, and are not required delivery
dates, and any failure by Developer to meet any of such milestones shall not be deemed a breach of this

2.4     Customer shall have ______ days from the date of delivery of the Initial Version to review and
request, in writing, revisions to the Initial Version. Upon receipt of such request, Developer shall use
commercially reasonable efforts to implement such revision requests that are within the scope of, and
consistent with, the Specifications.

2.5     If Customer wishes to implement any revisions to the Project that deviate in any material respect
from the Specifications, Customer shall submit to Developer a written change order (‘Change Order’)
containing (i) details of such revisions and (ii) a request for a price quote for each change. Developer shall
promptly evaluate the Change Order and submit to Customer for its written acceptance a proposal for
undertaking the applicable tasks and a price quote reflecting all associated fees associated with
Customer's Change Order. Customer shall have _____ business days from receipt of such proposal to
accept or reject Developer's proposal in writing. If Customer accepts Developer's proposal to undertake
the work necessitated by the Change Order, then the Change Order, as supplemented and/or modified
by Developer's proposal, shall amend and become a part of the Specifications, and Developer shall
proceed to implement such revisions in accordance with the Specifications, and shall invoice Customer
on a separate invoice for the additional fees.

2.6     If Customer has not made any requests for revisions within ________ days of receipt of the Initial
Version, Customer will be deemed to have accepted the Initial Version as is.

2.7      A final proof will be provided to Customer for Customer’s approval prior to mass production,
replication and release of the Project. Customer assumes full responsibility to make sure that the final
proof is correct in all capacities, including, but not limited to: grammar, spelling, information, content,
artwork, copyright and functionality. Developer shall not be held responsible for errors and omissions
not identified by Customer in the final proof prior to mass duplication of the Project.

3.      Ownership of Materials

3.1      Except for any exclusive rights, titles, interests into any and all trade-marks, logos, intellectual
properties and Confidential Information (as hereinafter defined) which Customer may have at any time
adopted, used, registered or intended to use during the term of this Agreement in the United States,
Canada, or in any other country and provided by Customer, Developer shall hold all right, title, and
interest in and to the Materials, including without limitation:

(a)     all text, graphics, animation, photographs, audio, and digital components incorporated into the
        Project (the “Content”);

(b)     all interfaces, navigational devices, menus, menu structures or arrangements, icons, help and
        other operational instructions, and all other components of any source or object computer code
        that comprises the Project;

(c)     all documentation, operational manuals, instructions, and other printed Materials created for the

(d)     all literal and non-literal expressions of ideas that operate, direct, manipulate, access, or
        otherwise create, control or affect the Content; and

(e)     all copyrights, patents, trade secrets, and other intellectual or industrial property rights in the
        Project or any component or characteristic thereof.

3.2     Developer hereby grants Customer a non-exclusive right to use the Materials only in connection
with the Project. Customer’s right to use of the Materials will be revoked if Customer is in default under
this Agreement.

3.3     Customer shall not do anything that may infringe upon or in any way undermine or challenge
any of Developer’s right, title, and interest in and to the Materials as set out in paragraph 3.1.

3.4      Notwithstanding the foregoing, Customer shall retain all of its intellectual property rights in any
text, images or other components it owns and provides to Developer for use in the Project.

4.      Compensation

Customer shall compensate Developer for its services hereunder in accordance with the payment terms
set out in Exhibit D attached hereto.

5.      Confidentiality

Customer and Developer acknowledge and agree during the course of this Agreement, information that
is confidential or proprietary to one party may be disclosed to the other party, including, without
limitation, proprietary software, technical processes and formulas, source codes, product designs, sales,
cost and other unpublished financial information, product and business plans, advertising revenues,
usage rates, advertising relationships, projections, and marketing data (“Confidential Information”).
Confidential Information shall not include information that the receiving party can demonstrate:

(a)     is, as of the time of its disclosure, or thereafter becomes part of the public domain through a
        source other than the receiving party,

(b)     was known to the receiving party as of the time of its disclosure,

(c)     is independently developed by the receiving party, or

(d)     is subsequently learned from a third party not under a confidentiality obligation to the providing

Except as provided for in this Agreement, each party covenants to the other that they shall not make any
disclosure of the Confidential Information, in whole or in part, to anyone other than its employees who
have a need to know in connection with this Agreement. Each party shall notify its employees of their
confidentiality obligations with respect to the Confidential Information and shall require its employees to
comply with these obligations. The confidentiality obligations of each party and its employees shall
survive the expiration or termination of this Agreement.

6.      Limited Warranty; Liability of Developer

6.1     Developer warrants that the Project will conform to the Specifications for a period of ________
days from the date of completion by Developer.

6.2    If the Project does not materially conform to the Specifications, Developer agrees to remedy the
nonconformities without unreasonable delay, at Developer’s sole expense and at no further charge to
Customer, to bring the Project into material conformance with the Specifications.

6.3     This warranty shall be the exclusive warranty available to Customer. Except as expressly set out
herein, Customer waives any other warranty, condition or representation, express or implied. Customer
acknowledges that Developer does not warrant that the Project will operate on all computer platforms.

6.4     Customer acknowledges that Developer is not responsible for the results obtained by Customer
on the Project. Customer acknowledges that Developer is not responsible for fixing problems on mass-
produced multimedia after Customer has tested, approved and accepted the Project. Under no
circumstances will Developer be liable to Customer for any claim for damages, direct, indirect, incidental,
consequential or special howsoever caused or arising, even if such damages are reasonably foreseeable.
Customer agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of
the funds paid to Developer as compensation in accordance with Exhibit D.

6.5       Developer shall have no liability for any copying, reverse engineering or improper use of any or
all of the Project by third parties.

6.6     Developer makes no representations or warranties whatsoever, express or implied, statutory or
otherwise, including without limitation fitness of purpose, custom or usage, or merchantability regarding
hardware or software compatibility, operating system compatibility and/or any and all improper use of
the Project by an end user.

7.      Independent Contractor

It is understood that Developer is retained as an independent contractor hereunder, and not as
employees, associates, joint-venture partners or legal representatives of Customer. Developer shall be
fully responsible for payment of its own income taxes on compensation earned under this Agreement.
Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on
Developer’s behalf. Developer understand that its personnel will not be entitled to any employee benefits

provided by Customer for its employees generally or to any statutory employment benefits, including
without limitation, worker’s compensation or unemployment insurance.

8.      Equipment

Customer agrees to make available to Developer, for Developer’s use in performing the services required
by this Agreement, such computer hardware and software and other equipment as Customer and
Developer may agree are reasonably necessary for such purpose.

9.      Default

9.1     If either party shall be in default hereunder, the non-defaulting party shall serve the defaulting
party with written notice of such default. If such default remains uncured for a period of ________ days
following such written notice, the non-defaulting party shall have the right to terminate this Agreement
without further notice.

9.2     In the event Customer fails to make any of the payments by the date(s) set forth in Exhibit D,
Developer shall have the right to pursue any or all of its remedies at law or in equity or otherwise,
including but not limited to terminating this Agreement, removing all websites and hosting
arrangements for the Project, bringing legal action against Customer, and retaining all deposits paid by
Customer and applying the same against Developer’s time and costs incurred for the Project.

9.3     If Developer shall be in default hereunder, Customer shall have the right to exercise any one or
more of the following remedies:

(a)     immediately terminate this Agreement, in which case Developer shall deliver to Customer all
        copies of all Customer documentation then in its possession and which are applicable to the
        development of the Project or to this Agreement, and return to Customer all files and other
        materials belonging to Customer together with all copies thereof, wherever located, without
        demand or notice;

(b)     demand the immediate repayment of any or all of the amounts paid by Customer under this
        Agreement to the date of termination; and

(c)     pursue any other remedy existing at law or in equity.

9.4     The rights and remedies set out
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