Under these contracts, the developer agrees to create software on behalf of the customer and to assign (ie transfer) to the customer its intellectual property rights in that software. Rights in any third party programs or libraries incorporated into the software will be licensed either directly from the vendor of the third party software or indirectly via the developer. Charges may be fixed or time based. A standard set of software warranties is included with all the documents.
These templates provide a framework within which a customer for software development services may order particular services. After the main agreement has been signed, particular services are ordered using a statement of work. All these agreements assume that the core intellectual property rights in the software created by the developer will be assigned to the customer.
Although software developers may jealously guard their source code, from time to time it may need to be disclosed to others. For example, a developer may be required to disclose source code to another developer who is quoting for the provision of development services; alternatively, source code may need to be disclosed as part of a security review. This source code licence agreement might equally ...
These download terms and conditions templates each follow the same basic pattern, with standard clauses covering the order process, pricing and payments, distance selling rules, warranties, liability limitations and interpretation. However, the licensing clause in each document - which sets out the basis upon which a customer may use the downloaded files is tailored to the particular type of download.
Combining contract clauses concerning the creation and assignment of rights in software with clauses concerning the maintenance of software, these two-in-one agreements help you to limit the number of legal documents you need to sign.
A framework agreement allows the parties to define the structure and terms of particular orders. Typically, an initial order will be entered into at the time of signature of the framework agreement, with subsequent orders being agreed by the parties as and when required. These framework subcontractor agreements are designed primarily to protect the interests of the business engaging the subcontractor, rather than the subcontractor. They include an order procedure, general clauses on the provision of services, non-solicitation clauses and confidentiality clauses.
The development and delivery of software is often followed by ongoing support and maintenance services, and these agreements have been designed for use in exactly those circumstances. The agreements presume that the rights in the software will be assigned (not licensed) to the customer. Support and maintenance are treated separately, with service levels for each set out in schedules to the main agreement.
Even the shortest version of this agreement is relatively complex, as it has to deal with a range of different services with different contractual requirements. All versions assume that the core software development services will be provided at the outset of the contract and that the licence will be granted - and support and maintenance will begin - after the completion of those development services. Optional service level agreements for both support and maintenance are included in all versions.