Software Development Agreement
This Agreement is executed on ____________ at ____________ by:
- ____________, ____________, of ____________ ("PARTY A");
- ____________, ____________, of ____________ ("PARTY B").
Each signatory is a "Party" and together they are the "Parties".
1. Background
1.1 A. ____________.
1.2 B. The Parties wish to record the terms governing ____________.
2. Definitions and Interpretation
2.1 "Applicable Law" means all statutes, rules, regulations, binding orders, permits and governmental requirements applicable to a Party, the subject matter or performance in India.
2.2 "Business Day" means a day other than Saturday, Sunday or public holiday at Place ____________.
2.3 "Confidential Information" means information protected under Clause ____________.
2.4 "Effective Date" means Date ____________.
2.5 "Force Majeure Event" means an event beyond reasonable control that could not reasonably be prevented and materially delays performance.
2.6 "Intellectual Property Rights" means copyright, patents, designs, trade marks, domain names, database rights, know-how and analogous rights worldwide.
2.7 "Losses" means documented losses, damages, liabilities, penalties, interest and reasonable external professional costs.
2.8 "Representatives" means directors, officers, employees, professional advisers and approved contractors who need to know.
2.9 "Schedule" means a schedule forming part of this document.
2.10 "Term" means the period specified in Clause ____________.
2.11 "Deliverables" means the outputs and acceptance criteria described in Schedule 1.
2.12 "Services" means the services described in Schedule 1.
2.13 Headings do not affect interpretation. The singular includes the plural; a person includes an entity; writing includes legally valid electronic communication; "including" is without limitation; and references to law include amendments and subordinate legislation. If a due date is not a Business Day, it moves to the next Business Day.
3. Licence Grant and Use Restrictions
3.1 Subject to payment and compliance, the Licensor grants the Licensee a ____________ ____________, ____________ ____________ licence during Term ____________, in Territory ____________, through Media/Channels ____________, solely for Permitted Purpose ____________. Sublicensing is prohibited except to Approved Sublicensees listed in Schedule 1.
3.2 The Licensee shall not exceed licensed users, copies, devices, audience, fields of use or revenue channels; remove notices; claim ownership; distribute source materials; or reverse engineer except to the limited extent mandatory law permits. Usage records shall be retained for ____________ years and audited no more than once annually on reasonable notice.
3.3 All rights not expressly granted are reserved. Improvements and derivative works are owned by ____________; moral rights consents, performer consents, collecting-society licences and third-party clearances are allocated in Schedule 4.
4. Services Deliverables and Acceptance
4.1 The Provider shall perform Services and deliver Deliverables in Schedule 1 with reasonable skill and care, suitably qualified personnel, required permits, agreed security controls and the Milestone Dates. Time is of the essence only for milestones expressly marked Critical.
4.2 The Customer shall provide Dependencies and access listed in Schedule 1. Within Acceptance Period ____________ Business Days after delivery, the Customer shall accept or issue a detailed rejection against the Acceptance Criteria. The Provider shall correct a valid rejection within Cure Period ____________ at no additional charge.
4.3 Service Levels, measurement method, exclusions, service credits and reporting appear in Schedule 3. Service credits are ____________ ____________ remedies for the specified failure and do not excuse persistent material breach.
5. Scope and Order of Precedence
5.1 The Parties shall perform the transaction and obligations described in Schedule 1. The order
