КОНТРАКТНОЕ ПРАВО ОНЛАЙН-СЕРВИС ЮРИДИЧЕСКАЯ ПОМОЩЬ
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Контракт о системной разработке программного обеспечения
Systems Development Agreement

(на английском языке)




Effective Date: <>

THIS AGREEMENT by and between

_____________ (hereinafter "Developer") having an office at __________ and

_____________ (hereinafter "Client") having an office at _____________

Now therefore, Developer and Client agree as follows:

All equipment, software, documentation, supplies, and services which Client acquires from Developer, directly or indirectly, will be subject to the terms and conditions of this agreement.

This agreement states all of the rights, remedies, and responsibilities between Client and Developer. It takes the place of all other warranties, express and implied, including warranties of merchantability and fitness for a particular purpose. Developer will not be liable for any indirect, incidental or consequential damages.

1.0 Definitions

1.1 "Agreement", means this General Agreement.

1.2 "Services", when used in this Agreement, means the performance of professional services that include but are not limited to system analysis, software development, personnel training, documentation writing and general business consulting.

1.3 "Custom Software", when used in this agreement, means any new or pre-existing software Developer develops, modifies, customizes, amends, enhances or otherwise changes.

1.4 "Primary Phase(s)", when used in this agreement, refers to a milestone in the Phased Implementation, annexed hereto as Exhibit F, prior to and including the completion of the Detailed Design Specification.

1.5 "Subsequent Phase(s)", when used in this agreement, refers to a milestone in the Phased Implementation, annexed hereto as Exhibit F, subsequent to the completion of the Detailed Design Specification.

1.6 "Phase(s)", when used in this agreement, refers to a milestone in the Phased Implementation, annexed hereto as Exhibit F, subsequent to the completion of the Detailed Design Specification.

1.7 "Phase Compliance", when used in this agreement, means that a Phase:

(i) Provides the functionality defined in the Phased Implementation, annexed hereto as Exhibit F, for that Phase, and

(ii) The functionality provided in said Phase complies with the Final Functional Specifications. 1.8 "Configuration", when used in this agreement, refers to the Hardware and Software Environment annexed hereto as Exhibit E.

2.0 Scope & Services

2.1 Developer shall provide and deliver to Purchaser the software and services as outlined in the Preliminary Functional Specifications annexed hereto as Exhibit A, and the Phased Implementation annexed hereto as Exhibit E.

3.0 Developer Responsibilities

3.1 Developer shall design, develop, and implement Custom Software which may modify, customize, amend, enhance or otherwise change pre-existing software packages to fulfill the requirements of Client as outlined in the Preliminary Functional Specifications & Requirements annexed hereto as Exhibit A. This is a preliminary outline of estimates and will not be the basis on which Developer's performance will be measured. It will be superseded by the Final Functional Specifications, which will be incorporated as part of this Agreement and signed by both parties.

3.2 The design, development, and implementation of Custom Software shall occur in Primary Phases and Subsequent Phases, each representing a milestone in the overall effort as annexed hereto as Exhibit E.

3.3 Each Primary Phase shall be designed, delivered, and approved pursuant to the procedures listed below.

3.3.1 Developer shall consult with Client for the purpose of creating the Final Functional Specifications which shall contain those items listed on Exhibit B. Developer shall submit the Final Functional Specifications to Client for written approval. Upon receipt of the Final Functional Specifications, Client will either approve or reject said specifications. Such approval shall not be unreasonably withheld and either approval or rejection will be provided in writing within seven (7) calendar days of receipt of the Final Functional Specifications by Client.

3.3.2 When Client approves said specifications, Developer will invoice Client in the amount specified for this Phase as set forth in the Payment Schedule annexed hereto as Exhibit F. If Client rejects said specifications, Developer and Client will again consult and restart the procedure at Article 3.3.1 above.

3.3.3 Upon receipt of written approval of the Final Functional Specifications by Client, Developer shall consult with Client for the purpose of creating the Detailed Design Specifications which shall contain those items listed on Exhibit C. Developer shall submit the Detailed Design Specifications to Client for written approval. Upon receipt of the Detailed Design Specifications, Client will either approve or reject said specifications. Such approval shall not be unreasonably withheld and either approval or rejection will be provided in writing within seven (7) calendar days of receipt of the Detailed Design Specification by Client.

3.3.4 When Client approves said specifications, Developer will invoice Client in the amount specified for this Phase as set forth in the Payment Schedule annexed hereto as Exhibit F. If Client rejects said specifications, Developer and Client will again consult and restart the procedure at Article 3.3.3 above.

3.3.5 Upon receipt of written approval of the Detailed Design Specifications by Developer, Developer shall commence work on Subsequent Phases pursuant to the Project Plan contained in the Detailed Design Specifications and the Phased Implementation annexed hereto as Exhibit F.

3.4 Each Subsequent Phase shall be programmed, delivered, tested, and accepted pursuant to the procedures listed below.

3.4.1 After delivery of each Subsequent Phase, Client will immediately Test that Phase for Phase Compliance, for fourteen (14) calendar days ("Acceptance Period"). Client will immediately notify Developer in writing during the Acceptance Period of a Phase if that Phase does not meet Phase Compliance.

3.4.2 If Client does not notify Developer in writing during the Acceptance Period of a Phase that said Phase does not meet Phase Compliance, then that Phase will be deemed accepted and Developer shall invoice Client for the amount specified for that Phase as set forth in the Payment Schedule annexed hereto as Exhibit F.

3.4.3 If Client does notify Developer in writing during the Acceptance Period of a Phase that said Phase does not meet Phase Compliance, Developer will submit to Client an outline of the steps Developer will take to bring that Phase into Phase Compliance ("Plan of Action"). Once that Phase meets Phase Compliance according to Developer, Client will repeat testing as set forth in Article

3.4.1 above. If said Phase does not meet Phase Compliance thirty (30) calendar days after the expiration of the Plan of Action, then the parties will work together in good faith to mutually agree upon a reasonable further action.

3.4.4 If any Phase(s) do not meet Phase Compliance thirty (30) calendar days after the Final Phase pursuant to the Phased Implementation, Developer will issue Client a check in the amount of $XXX per week, for every week the Phase(s) do not meet Phase Compliance, up to a total of $XX,000. If the cap of $10,ted.

(iii) Allow Developer to deinstall the Custom Software and refund to Client those payments deemed refundable in the Phased Implementation annexed hereto as Exhibit F, less the amount of penalty already paid by Developer pursuant to Article 3.3.9 abor the Change Request, to Client, in writing, within fourteen (14) calendar days after receipt of the Change Request. Upon receipt of written approval of the time and cost estimate from Client by Developer, the Change Request and Cost Estimate will be set forth in an amendment to this Agreement.

3.6 Client cannot terminate the development of the Custom Software.

3.7 Developer will, at its sole discretion, provide up to fifteen (15) days of on-site support at the Client site during the Subsequent Phases to assist Client with the installation, trouble shooting, and explanation associated with the Custom Software.

4.0 Clients Responsibilities

4.1 Client shall provide the hardware and software Configuration as specified in Exhibits E; any changes to the Configuration must be acknowledged in writing by Developer and may, in the Developer's sole discretion, affect the schedule provided in the Detail Design Specifications. Client shall furnish information requested by Developer that is reasonably necessary for Developer to fulfill their responsibilities under this Agreement. Client shall provide adequate work space and telephone for Developer personnel when such persons are performing services for Client at any Client site. Client shall computer hardware, software and computer test time if reasonably necessary for Developer to fulfill their responsibilities under this Agreement. Any delays attributable to Client's failure to respond to requests by Developer for action or information will extend any and all deadlines contained in the Phased Implementation for an amount of time equal to Client's delay.

5.0. Restrictions

(опущено)

6.0 Term of the Agreement

6.1 This Agreement is effective as of the date it is signed by both parties. The license grant duration shall be for the maximum period allowable under federal or international statutory laws as it applies to copyrighted or patented works and perpetually as it applies to trade secret works. The confidentiality and indemnification provisions shall run concurrent with the duration of the license. The warranty provisions expire ninety (90) days after the successful completion of the Acceptance Test.

7.0 License Grant (non-transferable)

7.1 Subject to compliance by Client with the terms hereof, Developer hereby grants to Client a personal, non-exclusive, non-transferable license to install, use, and execute the Software or modules of Software on the Configuration owned or leased by Client at the Approved Locations (as specified herein) only on the Configuration for use by no more than the Approved number of individual users (as specified herein), although the user names may change without notice to Developer, in support of the internal business activities of the Client. Additions of workstations to the Configuration will require payment of additional licensee fees to Developer (as specified herein).

7.2 The right and license granted to Client hereunder entitles Client to use the Programs only for its own internal business activities and not for service bureau or time-sharing services of other parties, even if such parties are related entities or departments of Clients.

7.3 Subject only to the right and license expressly granted hereunder, all right, title, and interest in and to the Software or modules of Software, including all associated intellectual property rights, are and shall remain with Developer.

7.4 Developer's grant to Client does not include any right to grant sublicenses or otherwise transfer such rights.

7.5 No exclusive right of any kind is granted to Client by the terms of this Agreement, and all rights not expressly granted are reserved to Developer.

7.6 The Approved Location(s) are specified in Exhibit D hereto. Client may not add the Approved Locations without Developer's consent, and upon payment of the then applicable license fee. Client may change an Approved Location without Developer's approval, but must notify Developer of such change.

7.7 Developer and Client hereby acknowledge that the Approved Location(s) have been selected and proposed by Client based upon Client's own independent judgment of its needs and objectives. Developer gives no assurance with respect to the suitability or profitability of the use of the Software in Client's business or the selection of the Approved Location(s).

7.0 License Grant (transferable)

7.1 Subject to compliance by Client with the terms hereof, Developer hereby grants to Client a personal, non-exclusive, non-transferable license to install, use, and execute the Software or modules of Software on the Configuration owned or leased by Client at the Approved Locations (as specified herein) only on the Configuration for use by no more than the Approved number of individual users (as specified herein), although the user names may change without notice to Developer, in support of the internal business activities of the Client. Additions of workstations to the Configuration will require payment of additional licensee fees to Developer (as specified herein).

7.2 The right and license granted to Client hereunder entitles Client to use the Programs only for its own internal business activities and not for service bureau or time-sharing services of other parties, even if such parties are related entities or departments of Clients.

7.3 Subject only to the right and license expressly granted hereunder, all right, title, and interest in and to the Software or modules of Software, including all associated intellectual property rights, are and shall remain with Developer.

7.4 Developer's grant to Client does not include any right to grant sublicenses or otherwise transfer such rights.

7.5 No exclusive right of any kind is granted to Client by the terms of this Agreement, and all rights not expressly granted are reserved to Developer.

7.6 The Approved Location(s) are specified in Exhibit D hereto. Client may not add the Approved Locations without Developer's consent, and upon payment of the then applicable license fee. Client may change an Approved Location without Developer's approval, but must notify Developer of such change.

7.7 Developer and Client hereby acknowledge that the Approved Location(s) have been selected and proposed by Client based upon Client's own independent judgment of its needs and objectives. Developer gives no assurance with respect to the suitability or profitability of the use of the Software in Client's business or the selection of the Approved Location(s).

8.0 Source Code

8.1 Upon final payment to Developer, Client shall have the right, upon written request, to receive a copy of the source code for all Software provided by Developer, subject to the license grant provided above in Article 7. Client shall be granted the additional license to create derivative works from such source code, but such derivative works are subject to the license restrictions provided in Article 7. In the event that Client obtains the source code, the warranty provisions herein terminate.

9.0 Confidentiality and Security of the Systems

9.1 Each party acknowledges that all material and information which has or will come into the possession and knowledge of each in connection with this Agreement or the performance hereof, consists of confidential and proprietary data, whose disclosure to or use by third parties will be damaging, Both parties, therefore, agree to hold such material and information in strictest confidence, not to make use thereof other than for the performance of this Agreement, to release it only to employees requiring such information, and not to release or disclose it to any other party.

10.0 Indemnity

Developer will indemnify and hold Client harmless from an d against any loss, cost, liability or expense (including reasonable counsel fees) arise reasonable compensation as an employment fee. This fee shall represent Developer's sole and exclusive remedy against Client. Client shall not be liable for any other damages caused to Developer by the result of such hiring. The above fee shall be waived in the event that Developer had terminated the employee's employment with Developer prior to the employee's hiring by Client.

11.0 ENTIRE AGREEMENT

11.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter; all prior agreements, representations, statements, negotiations and undertakings are superseded hereby.

IN WITNESS WHEREOF, each of the parties hereto has causes this Agreement to be duly executed as of the date below.

Developer Client

BY:

BY:

Authorized Signature

Authorized Signature

Date:

Date:

Exhibit A Preliminary Functional Specification & Requirements

Requirements

Exhibit B Description of the Final Functional Specification

The Final Functional Specification will expand and confirm information in the Preliminary Functional Specification. This will be the functionality which Developer commits to provide to Client.

Exhibit C Description of the Detailed Design Specification



The Detailed Design Specification shall include the project plan, database design, screen layouts, and a detailed explanation of all functionality in the Final Functional Specification.

Exhibit E Expected Hardware & Software Environment

Servers DMS Fax Rec Optical Drives Clients Scanners Network Work Areas

Exhibit F Phased Implementation

The Software functionality described in the Final Functional Specification will be implemented in the following functional Phases. Phase 1 Delivery and acceptance of the Final Functional Specifications as outlined in the Final Functional . Phase 2 Delivery and acceptance of the Detailed Design Specifications. Phase 3 Phase 4 Phase 5 Phase 6 Phase 7 Phase 8 ("Final Phase") Completion and testing of any functionality which appears in the functional specification but is not yet completed. Documentation Phase 9 Supply Client with Source code

Exhibit G Payment Schedule

All invoices will be paid Net 30 days.

Developer will invoice Client for any and all shipping charges.

At the completion and Acceptance of each Phase Client will be invoiced as follows: Phase

Amount

Cumulative Total

(non-refundable)

(non-refundable)

Exhibit H Other Services <>

_____________________________________

_____________________________________

_____________________________________








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