Letter of Intent for Software Development Partnership

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Letter of Intent for Software Development Partnership Powered By Docstoc
					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]

          RE: PROPOSED SOFTWARE DEVELOPMENT PARTNERSHIP

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:

1. PARTY OBLIGATIONS

    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]


2. OWNERSHIP OF INTELLECTUAL PROPERTY

    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.

3. REVENUE AND COST SPLITTING

    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].

4. CONFIDENTIALITY

    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 s
				
DOCUMENT INFO
Description: 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.
This document is also part of a package Technology Services and Agreements 38 Documents Included