Software Production Agreement

(Under this agreement, the parties provide that the computer program and source code to the program will be absolutely owned by the party who commissions the work.)


[Name] Inc., referred to as SPONSOR, and [Name], referred to as DEVELOPER, agree:

SPONSOR desires to contract with DEVELOPER as an independent contractor to create certain computer programming code. The compensation set forth hereunder is the sole and exclusive compensation to be paid to the DEVELOPER.

SPONSOR shall be supervised by DEVELOPER solely as the result to be accomplished, by not as to the means of achieving the result. The relationship between the DEVELOPER and the SPONSOR shall be that of an independent contractor.

DEVELOPER shall prepare computer source code in the C computer language, in a form suitable for compilation by the Microsoft Quick C compiler system, version 1.1, which will perform the following functions for the M.S. Dos, Windows, Linux, and DR DOS operating system, version [--]:

DEVELOPER shall also provide "object" files and executable files, together with example input and output of the program. The program shall be accompanied by a complete manual, which manual shall be sufficient to enable a user who is untrained in the program to operate the program in its intended fashion.

DEVELOPER warrants that it has the right to convey the programming code, manuals and other items which the DEVELOPER delivers to the SPONSOR and will defend the SPONSOR against any adverse claims related thereto. DEVELOPER warrants that the program does not infringe on any copyright, patent or other agreement to which DEVELOPER is a party.

SPONSOR provide such reasonable consultation with the DEVELOPER as may be required herein. DEVELOPER shall provide its own facilities

DEVELOPER warrants that the code is workmanlike and has been properly tested in keeping with good software design practice.

DEVELOPER herewith assigns to SPONSOR all world rights related to the software, including the right to publish the same. For purposes of the copyright code, the DEVELOPER shall be considered the author; however, upon request of the SPONSOR the DEVELOPER will execute any and all documents requested by SPONSOR to effect total transfer of the rights to the program.

In the event that SPONSOR alters the program and re-distributes the same, SPONSOR waives indemnity as to the re-distribution of the code.

Delivery of the final program shall be on or about [Date]. DEVELOPER shall notify SPONSOR at the earliest possible time that the delivery schedule may not be met. The parties shall meet and discuss in good faith arrangements to be made including possible revision of the delivery date.

DEVELOPER may during the performance of this agreement obtain access to confidential and proprietary information of SPONSOR. SPONSOR shall generally mark such information as to which it claims that is proprietary as "confidential" or by other clearly recognizable legend. As to such information the DEVELOPER shall take all reasonable precautions to keep the same in strict confidence. Upon termination of this agreement, all of such information which is embodied in written form shall be returned to SPONSOR. DEVELOPER shall reveal such information to its employees only a strict need to know basis, and shall require that such employees execute written non-disclosure agreements.

During the time that this project is being completed, the DEVELOPER shall not contract with or perform services for any competitor to SPONSOR. Competitor is defined as any utilities publishers.

The total contract price shall be $------ (& no/100 dollars), to be paid as follows:

payment to be made within 10 days after product passes beta test

This is the entire agreement between the parties, and this agreement may only be changed by a writing executed by the parties.

Dated: __________





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