Letter of Intent for Software Development Partnership

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									This document is a non-binding letter of intent outlining the mutual discussion between
two parties to form a partnership for the development of software. The letter sets forth
the proposed terms and conditions of the agreement including the parties' obligations,
revenue and cost splitting, and ownership of intellectual property. Once the parties
agree to the proposed terms, a final agreement will be drafted and executed. This
document provides a template for a letter of intent and may be customized to fit the
specific needs of the parties. This should be used by parties interested in forming a
software development partnership.
                                  NON-BINDING LETTER OF INTENT

                                    _________ [Instruction: Insert Date]

____________ [Instruction: Insert Name of Partner 1]
____________ [Instruction: Insert Address 1]
____________ [Instruction: Insert Address 2]


Dear ____________ [Instruction: Insert Name of Partner 1]:

This Letter of Intent (“Letter”) is intended to summarize the principal terms of a software
development partnership (“Partnership”) between ____________ [Instruction: Insert Name of
Partner 1] (“Partner 1”) and ____________ [Instruction: Insert Name of Partner 2] (“Partner
2”) under which the Partner 1 and Partner 2 (“the Parties”) will develop and maintain
____________ [Instruction: Insert Description of the software], to be named “___________”
(the “Software”). The terms of the Partnership are as follows:


    A. Both Parties in consultation with each other will develop the Software in accordance with
the milestones set forth in Exhibit “A” attached hereto and incorporated herein, and will perform
according to the specifications set forth in Exhibit “B” attached hereto and incorporated herein.

    B. Partner 1 shall have the following specific obligations, roles and responsibilities:

        i.    ____________ [Instruction: Insert Specific obligation of Partner 1]

      ii.     ____________ [Instruction: Insert Specific obligation of Partner 1]

      iii.    ____________ [Instruction: Insert Specific obligation of Partner 1]

    C. Partner 2 shall have the following specific obligations, roles and responsibilities:

        i.    ____________ [Instruction: Insert Specific obligation of Partner 2]

      ii.     ____________ [Instruction: Insert Specific obligation of Partner 2]

      iii.    ____________ [Instruction: Insert Specific obligation of Partner 2]


    A. All right, title and interest in and to the Software, shall be jointly owned by the Parties.

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    B. All right, title and interest in and to all intellectual property or copyrights owned by each
Party developed before this Letter, or not specifically relating to the Software, shall remain with
the respective Party. Notwithstanding the foregoing, each Party shall grant the other Party a
royalty-free, non-exclusive and non-assignable license to make use of any such intellectual
property, materials, and data and/or other information and devices or processes which is
reasonably relevant in the context of the Partnership and the creation of the Software. Said
licenses do not grant to the Parties the right to reproduce, copy, alter, or reverse engineer the
intellectual property.


    A. The Parties shall share Partnership revenue and shall bear Partnership cost as follows:

NAME                                            PERCENTAGE OF PROFITS AND LOSSES

Partner 1                                       _______% [Instruction: Insert Percentage]

Partner 2                                       _______% [Instruction: Insert Percentage]

    B. In addition, ___________________ [Instruction: Insert additional provisions].


    A. “Confidential Information” of a Party in this Letter and in any resulting definitive
agreement (“Final Agreement”) based on this Letter, shall mean any and all technical and non-
technical information, including patent, copyright, trade secret and proprietary information,
techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment,
algorithms, software programs, source code, object code, formulas and documentation related to
the current, future and proposed products and services of such Party, and includes without
limitation such Party’s information concerning its respective research, experimental work,
development, design details and specifications, engineering, financial information, procurement
requirements, purchasing, manufacturing, customer lists, advertiser lists, business forecasts,
sales, merchandising, marketing plans and other business information and any other proprietary
and trade secret information of either Party and/or any affiliate, whether in oral, graphic, written,
electronic or machine-readable form. “Confidential Information” also includes proprietary or
confidential information of any third party that may disclose such information to a Party in the
course of such Party’s business.

    B. Each Party agrees to hold all Confidential Information of the other Party in strict
confidence and shall not, without the express prior written permission of a member of the
disclosing Party authorized by the disclosing Party to make such decisions, (i) disclose such
Confidential Information to third parties; or (ii) use such Confidential Information for any
purposes whatsoever, other than the exercise of its rights or performance of its obligations
hereunder. Each Party shall disclose the other Party’s Confidential Information only to those of
its employees and agents who have a need to know such Confidential Information in order to

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exercise such receiving Party’s rights or perform such receiving Party’s obligations pursuant to
this Agreement. Each Party shall use reasonable efforts to assist the other Party in identifying
and preventing any unauthorized use or disclosure of any Confidential Information. Without
limiting the foregoing, each Party shall immediately advise the other Party in the event that it
learns or has reason to believe that any person who has had access to the Confidential
Information of such Party has violated or intends to violate the terms of this Agreement, and
shall cooperate in seeking injunctive relief against any such person.

    C. Nothing contained in this Clause shall be construed as obligating either Party to disclose
its Confidential Information to the other Party, or as granting to or conferring on either Party,
whether expressly or by implication, any ownership interest in or any right or license to any
Confidential Information of the other Party.

   D. This Clause shall survive termination or expiration of this Letter of Intent or any resulting
Final Agreement for any reason for a period of three (3) years.


    A. This Letter shall be construed in accordance with and governed for all purposes by the
laws of the State of __________ [Instruction: Insert State], applicable to contracts executed
and wholly performed therein. The Parties herein agree to submit to the personal jurisdiction and
venue of Federal and State courts located in ________ County [Instruction: Insert County],
State of ______________ [Instruction: Insert State].

    B. This Letter and the Exhibits annexed hereto constitutes the entire understanding between
the Parties and supersedes any and all other agreements, either oral or in writing, between the
parties hereto. If any provision of this Letter is held by a Court of competent jurisdiction to be
invalid, void or unenforceable, it will be severed from it and the remaining provisions shall
nevertheless continue in full force and effect without being impaired or invalidated in any way.

    C. No promise, inducement, representation or agreement, other than as expressly set forth
herein, has been made to or by the parties hereto.

    D. This Letter may be amended only by written agreement, signed by all Parties hereto.
Any waiver by any Partner of a breach of any provision of this Agreement shall not operate
or be construed as a waiver of any subsequent breach of the same or any other provision


It is understood that this Letter is not an offer by either Party to enter into an agreement with
the other, but is only a NON-BINDING LETTER OF INTENT. This Letter does not
constitute or create, and shall not be deemed to constitute or create, any legally binding or
enforceable obligation on the part of either Party to this Letter. No such obligation shall be
created, except by the execution and delivery of the Final Agreement containing such terms

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and conditions of the proposed Partnership as shall be agreed upon by the parties, and then
only in accordance with the terms and conditions of such a Final Agreement.

       If the foregoing terms and conditions accurately set forth your understanding of the
proposed Partnership, and the basis upon which the Parties hereto shall proceed forward with
the negotiation of the Final Agreement, please so indicate by signing the enclosed copy of
this NON-BINDING LETTER OF INTENT and returning it to the attention of the
undersigned no later than ___________ [Instruction: Insert Date] at 5:00 p.m. If we have
not received an executed counterpart of this Letter on or before ___________ [Instruction:
Insert Date] at 5:00 p.m., then without any action of either Party this Letter shall terminate
automatically and will be considered null and void.

                                              Very Truly Yours,

                                              PARTNER 2

                                              ________________________________ [Instruction: sign]
                                              By: __________ [Instruction: Insert Name of Signatory]
                                              Title: _________ [Instruction: Insert Title of Signatory]



________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]

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                                                     Exhibit “A”

                                                Software Milestones

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                                                     Exhibit “B”

                                           Performance Specifications

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