Agreement_New

1、Agreement_NewAgreementSOFTWARE Development AgreementThis SOFTWARE Development Agreement (“Agreement ”) is made and effective this(Date), by and between (“CUSTOMER ”)and (”COMPANY ”)In consideration of the mutual promises contained in this Agreement through negotiations on the basis of equality, the

2、parties agree as follows:1. Duties and ResponsibilitiesThe Agreement is applied for the SOFTWAREdevelopmentin whichCUSTOMER entrustsCOMPANYto .A. CUSTOMER should provideB. shallCOMPANY2. Ownership of SOFTWARECOMPANY agrees that the ownership of the SOFTWARE is owned by CUSTOMER, including . COMPANY

3、hereby assigns CUSTOMER, without further compensation, all of its right, title and interest in and to the SOFTWARE and any and all related patents, patent applications, copyrights, copyright applications, trademark and trade names in (area) and elsewhere. COMPANY shall keep and maintain adequate and

4、 current written records with respect to the SOFTWARE (in kinds of forms), which records shall be available to and remain the sole property of CUSTOMER at all times. All versions of the SOFTWARE shall contain CUSTOMER s conspicuous notice of copyright. COMPANY will assist CUSTOMER in obtaining and e

5、nforcing patent, copyright and other forms of legal protection for the SOFTWARE in any country.3. Delivery and AcceptanceCOMPANY shall deliverto CUSTOMER,includingon or before .CUSTOMER shall test the SOFTWARE for days. If the SOFTWARE fails to meet the technical requirements, CUSTOMER shall notify

6、COMPANY in written within days. COMPANY shall modify the SOFTWARE according the technical requirements within 5 days, and extend the testing to days.4. PaymentCUSTOMER shall pay COMPANY % of the Agreement sum afterdaysreceiving the invoice from COMPANY. Thefinal payment will be made after CUSTOMER a

7、ccepts the qualifiedSOFTWAREandThe information of COMPANY s Bank Name,Bank Address and account number is asfollowing:BankName:BankAddress:AccountName:5. Independent ContractorCOMPANY is acting as an independentcontract with respect to the services providedto CUSTOMER. Neither COMPANY nor itsemployee

8、s performing services for CUSTOMER will be considered employees oragents of CUSTOMER. CUSTOMER will not be responsible for COMPANY sa cts of the acts of COMPANY s employees while performing services under this Agreement. Nothing contained in this Agreement shall be construed to imply a joint venture

9、, business. Partnership or principal-agent relationship between the parties, and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.6. Development Staff-MonitoringA. COMPANY will utilize

10、 employees and/or contractors capable designing and implementing the SOFTWARE to be developed per the Agreement. All work shall be performed in a professional and workmanlike manner. COMPANY shall arrange for such employees and/or contractors, if any, to execute and deliver any document or instrumen

11、t reasonably requested by CUSTOMER to reflect CUSTOMER s ownership of the SOFTWARE or in connection with any application for patent or copyright.B. CUSTOMER shall have the right to reasonably observe and monitor all aspects of the performance by COMPANY of its obligations hereunder and COMPANY shall

12、 use reasonable efforts to facilitate such observation and monitoring. Information, functions and operations of COMPANY not directly related to its obligations hereunder shall not be subject to observation and monitoring.7. Change in Technical requirementsCUSTOMER may, in its sole discretion, reques

13、t that change be made to the Technical requirements, or other aspects of the Agreement and tasks associated with this Agreement. If CUSTOMER requests such a change, COMPANY will use its best efforts to implement the requested change at no additional expense to CUSTOMER and without delaying delivery

14、of the SOFTWARE. In the event that the proposed change will, in the reasonable opinion of COMPANY, require a delay in delivery of the SOFTWARE or would result in additional expense to CUSTOMER, then parties shall confer and CUSTOMER shall, in its discretion, elect either to withdraw its proposed cha

15、nge or require COMPANY to deliver the SOFTWARE with the proposed change and subject to the delay and/or additional expense.8. ConfidentialityA. COMPANY acknowledges that all material and information supplied by CUSTOMER which has will come into COMPANY s possession or knowledge of COMPANY in connect

16、ion with its performance hereunder, is to be considered CUSTOMER s confidential and proprietary information performance (the“ ConfidentialInformation ”B).y way of illustration, butnot as a limitation, Confidential Information includes the SOFTWARE, trade secrets, processes, data, know-how, program c

17、odes, documentation, flowcharts, algorithms, marketing plans, forecasts, unpublished financial statements, budgets, licenses, prices, costs, and employee and customer lists. COMPANY su ndertakings and obligations under this Section will not apply. However, to any Confidential Information which: (i)

18、is or becomes generally known to the public through no action on COMPANY, (ii) is generally disclosed to third parties by CUSTOMER without restriction on such third parties ,or (iii) is approved for release by written authorization of CUSTOMER. Upon termination of this Agreement or at any other time

19、 upon request, COMPANY will promptly deliver to CUSTOMER all notes. Memoranda, notebooks, drawings, records, reports, files, documented source codes and other documents (and all copies orreproductions of such materials) in its possession or under its control, whetherprepared by COMPANY or others, wh

20、ichcontainConfidentialInformation.COMPANYInformationacknowledges that Confidentialofis the sole propertyCUSTOMER. COMPANY agrees thatdisclosure of such information to, or use by, third parties, either during or after thisAgreement,will cause CUSTOMERirreparableuse bestInformationdamage. COMPANY agre

21、es to efforts to hold Confidential in the strictest confidence, notto make use of it other than for theperformance of its obligations hereunder, to release it only to the COMPANY s employeesor contractors with a need to know suchinformation and not to release or disclose itto any other party. COMPAN

22、Y furtheragrees not to release such information to anyemployee or contractor who has not signed awritten agreement between COMPANY andthe employee expressly binding the employee not to use or disclose the ConfidentialInformation, except as expressly permitted in this Agreement. CUSTOMER shall be lis

23、ted as a third-party beneficiary of any such agreement. COMPANY will notify CUSTOMER in writing of any circumstances within its knowledge relating to any unauthorized possession, use, or knowledge of such Confidential Information. At any time, upon request, COMPANY will return any such information w

24、ithin its possession to CUSTOMER.B. COMPANY acknowledge that CUSTOMER purpose in pursuing the development of the SOFTWARE is to gain a significant competitive advantage over competitors operating without such SOFTWARE and that such advantage will be jeopardized if suchcompetitors learnof CUSTOMER so

25、r thenegotiations with COMPANYperformance by COMPANY of its obligations hereunder. Accordingly, COMPANY agrees to keep such negotiations and performance of itsobligations hereunder strictly confidential and not to disclose any information to any third party or entity without the prior written permis

26、sion of CUSTOMER. In no event, shall COMPANY or any of its employees use CUSTOMER as a reference in marketing COMPANY s ervices to any third or entity without CUSTOMER s prior writtenpermission.9. TrainingDevelopment shall provide CUSTOMER and its employees with training consultations with respect t

27、o the use of the SOFTWARE as may reasonably be requested by CUSTOMER from time to time for after acceptance at no additional costs to CUSTOMER (“Training Period ”). COMPANY shall deliver a detailed users manual to CUSTOMER on or beforecompletion of acceptance that will enable CUSTOMER s employees wh

28、o are otherwise unfamiliar with the SOFTWARE to become adequately informed about using the SOFTWARE. All training that COMPANY is required to provide hereunder shall be performed at such locations and such times as are mutually agreed to by the parties hereto. Upon the expiration of the Training Per

29、iod and following CUSTOMER s request, Development will provide any support services time and material basis at COMPANY s then current hourly rates for such service.10. WarrantiesA. COMPANY warrants that for a period of one year following acceptance, the SOFTWARE will operate substantially according

30、to the Technical requirements. In the event of any breach of the warranty in this Section 9.A., in addition to any other remedy to which CUSTOMER may be entitled. COMPANY shall take all action necessary at its expense to cause theSOFTWARE to operate according to the warranty.nd shallB. COMPANY warra

31、nts that the SOFTWARE will not infringe upon any copyright, patent, trade secret or other intellectual property interest of any third party. COMPANY will indemnify and hold CUSTOMER harmless from and against all such infringement claims, losses, suits and damages including, but not limited to, attor

32、neys fees and costs, apromptly following any bona-fide claim of infringement correct the SOFTWARE so as not to be infringing, or secure at its own expense the right of CUSTOMER to use the SOFTWARE without infringement.11. Term and TerminationThis Agreement shall commence upon (Date) continue until a

33、ll of the obligations of the parties have been performed or untilearlier terminated as provided herein.COMPANY s appointment as consultant pursuant to this Agreement and this Agreement shall terminate upon the occurrence of the event either party defaults in any material obligation owned to the othe

34、r party pursuant to this Agreement. Then this Agreement may be terminated if the default is not cured following at least forty five days written notice to the defaulting party.12. NoticesAny notice require by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or a recognized over right delivery service such as email or FedEx.13. NO WaiverThe waiver or failure of either party to exercise in any respect any right in this Agreement shall not be deemed a waiver of any other right or remedy to which