_________________, referred to as INVENTOR, and _______________, referred to as LICENSEE, agree:

INVENTOR has the exclusive rights related which is related to _________________________, and the same is a trade secret.

INVENTOR has not disclosed this trade secret to third parties. During the term of this agreement and any renewals or extensions thereof, INVENTOR shall not disclose the process to any party except as authorized herein.

INVENTOR grants to LICENSEE the exclusive right to use the process. INVENTOR shall fully and completely disclose the process to LICENSEE, and shall provide reasonable assistance to LICENSEE in the use of the trade secret. In the event OWNER makes any improvements to the process, the same shall be promptly disclosed to LICENSEE and shall be covered by this agreement.

LICENSEE shall take all precautions, except those which involve gross and impractical economic expense, to keep the process secret. LICENSEE shall render to INVENTOR a periodic report as to the security precautions taken with information related to the secret process and LICENSEE shall implement any requests by the INVENTOR, except for requests which involve gross and impractical economic expense.

LICENSEE shall use its best efforts to exploit the secret process to maximize exploitation of the process.

THE INVENTOR shall not compete with the LICENSEE, and shall not participate in any way in the _______________________________ industry, including ownership, employment and contracting.

LICENSEE shall maintain records under generally accepted accounting principles of all sales made hereunder. OWNER shall have the right to inspect such books and records at any reasonable time.

LICENSEE shall pay a royalty of ____% to INVENTOR of the net selling price of all goods produced under the process. Such payment shall be made on a quarterly basis, with payment and accountings due within 15 days of the end of the quarter.

Such accountings shall be deemed to be final if no objection or request for audit is received by the LICENSEE within 1 year following settlement. In the event of a dispute, the parties shall appoint a disinterested certified public accountant to conduct an audit.  Each party may present argument or materials to the certified public accountant. The decision of the certified public accountant shall be final and may be entered as a judgment in any court with jurisdiction. The cost of the audit shall be paid by the prevailing party. In the event that the parties cannot agree on a disinterested certified public accountant, each party shall appoint a certified public accountant and the two shall appoint a third certified public accountant, and the majority of those persons shall appoint the single disinterested Certified Public Accountant. The expense of the panel of appointment shall be borne by each party equally.

This agreement shall commence on ________________ and terminate on ___________________, unless terminated earlier as is provided herein. Upon termination, LICENSEE shall return to INVENTOR all materials related to any disclosure made by INVENTOR, including copies and materials derived from any disclosure and shall execute an affidavit of compliance. INVENTOR shall be entitled within thirty (30) days of the termination of this agreement to make an inspection of the premises to verify compliance.

The duties herein, other than payment due to INVENTOR, shall not be delegated or assigned without the written consent of the other party.

This is the entire agreement between the parties and the same may only be amended in writing.

Dated: ___________________

__________________________________
_________________ By Inventor

__________________________________
_______________ By Licensee

Trade Secret Agreement
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  Trade secret agreements are best served by being one-time payments.  This format provides for royalties.  To enact the one time payment, remove the royalty payment and include a one-time payment clause.

The reason for this is that trade secrets inevitably “get out” and the burden of royalty payments usually leads to litigation.  A one-time payment puts the matter in the past, out of the realm of litigation, as a rule.

1. Make multiple copies.  Give one to each party.  Keep a copy in the relevant project file.

To: Purchaser

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned (“Assignor”) hereby assigns, transfers and sets over unto _________________ (“Assignee”) of ________________ all of its right, title and interest in and to the Internet domain name ____________ (“Domain Name”).

The undersigned represents and warrants that (i) it has the full power and lawful authority to enter into this Assignment, and (ii) it is the lawful owner of the Domain Name.

Assignee shall make a one time payment of $ __________ to the undersigned for all rights under this Agreement.

The undersigned hereby agrees to execute, do and perform such other documents, acts and things as the Assignee may reasonably request to give effect to the foregoing, including but not limited to execution of documentation required by the agency responsible for administering the Domain Name.

Dated:

_____________        _______________
Assignor        Assignee

Assignment of Web Site Domain Name
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  Domain name sales have become increasingly common and this provides a simple method to effect such a transaction.  This form can also be adapted to other purchases of similar such things such as trademarks, copyrights, and the like.

1. Make multiple copies.  Give one to each signatory.  Keep one with the transaction file.

ATTENTION:    PLEASE READ THIS DOCUMENT CAREFULLY BEFORE OPENING THIS PACKAGE.  THE INDIVIDUAL OR ENTITY OPENING THIS PACKAGE (THE “END USER”) AGREES TO BE BOUND BY THE TERMS OF THIS LICENSE.  IF YOU OPEN THIS PACKAGE AND DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE AND PROMPTLY RETURN THE PACKAGE UNOPENED, AND THE LICENSE PRICE WILL BE REFUNDED.

The enclosed computer program(s) and the accompanying documentation are provided to the End-User by ____________________ (“Licensor”) for use only under the following terms and conditions.  Licensor reserves any right not expressly granted to the End-user.  The End-User owns the disc on which the Software is recorded, but Licensor retains ownership of all copies of the Software itself. The End-User assumes sole responsibility for the installation, use and results obtained from use of the Software.  In other words, licensor provides the tool; its use is your responsibility.  As with any new tool, you may wish to seek instruction from third parties to use the tool, or in this case, the software, most effectively.

1. License.

End-User is granted a limited, non-exclusive license to do only the following:

A. Install and maintain the Software on one computer at any time for use only in the
End-User’s own use.

B. Make one backup copy in machine-readable form solely for archival purposes for the computer, which the Software is installed.  Copyright law protects this Software.  As an express condition of this License, the End-User must reproduce on the copy Licensor’s copyright notice and any other proprietary legends on the original copy supplied by Licensor.

C. Transfer the Software and all rights under this License to another party together with a copy of this License and all written materials accompanying the Software, provided (i) the End-User gives Licensor written notice of the transfer (including in such notice the identity of the transferee), and (ii) the other party reads and agrees to accept the terms and conditions of this License.  This is similar to what happens when a condominium is sold by an owner to a new owner, who then becomes bound by all the restrictions placed upon the original owner.

2. Restrictions.

The End-User may NOT sublicense, assign, or distribute copies of the Software to others.  The Software contains trade secrets.  The End-User may NOT decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human readable form.  THE END-USER MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, OR OTHERWISE ASSIGN OR TRANSFER THE SOFTWARE, OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF, EXCEPT AS EXPRESSLY PROVIDED IN SECTION l.C. ABOVE.  This is similar to the rights retained by authors and publishers in the book business.  No one can reproduce or plagiarize the materials in the book bought by an End-User.

3. Protection and Security.

The End-User agrees to use its best efforts and to take all reasonable steps to safeguard the Software to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made.  The End-User acknowledges that the Software contains valuable confidential information and trade secrets and that unauthorized use and/or copying are harmful to Licensor.

4. Termination.

This License is effective until terminated.  This License will terminate immediately without notice from Licensor if the End User fails to comply with any of its provisions.  Upon termination the End User must destroy the Software and all copies thereof, and the End-User may terminate this License at any time by doing so.

5. Export Law Assurances.

The End-User agrees that the Software is to be used only in accordance with United States laws and statutes, and will not be transferred or exported, directly or indirectly, outside the US to any country where it is so prohibited by US laws and statutes.

6. No Warranty.

Licensor provides no warranty of any kind with regards to the product.  As a practical matter, however, the Licensor welcomes contact from any End-User that has any problems as to the product but offers no training as to its use.  Training must be sought from experienced third parties who are available widely through references or the Yellow Pages.  As with selling a car, car dealers do not take the responsibility of teaching people to drive.  Similarly, Licensor does not undertake the responsibility to “teach” how to use the software included in this agreement.

No oral or written information or advice given by Licensor or its dealers, distributors, employees or agents shall in any way extend, modify or add to the foregoing warranty statement regarding no warranty be given to End-User.

NO WARRANTY IS PROVIDED, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THE END-USER ASSUMES ALL RISK AS TO THE SUITABILITY, QUALITY, EASE OF USE, AND PERFORMANCE OF THE SOFTWARE.  IN NO EVENT WILL LICENSOR, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, BE LIABLE TO THE END-USER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LICENSOR’S LIABILITY TO THE END-USER (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, THE AMOUNT ORIGINALLY PAID TO LICENSOR FOR THE LICENSE OF THE SOFTWARE.

7. Enhancements.

From time to time Licensor may, in its sole discretion, advise the End-User of updates, upgrades, enhancements or improvements to the Software and/or new releases of the Software (collectively, “Enhancements”), and may license the End-User to use such Enhancements upon payment of prices as may be established by Licensor from time to time.  All such Enhancements to the Software provided to the End-User shall also be governed by the terms of this License.  IN ORDER FOR THE END-USER TO BE ASSURED THAT IT WILL BE ADVISED OF AND LICENSED TO USE ANY ENHANCEMENTS TO THE SOFTWARE, THE END-USER MUST COMPLETE, SIGN AND RETURN TO LICENSOR THE ATTACHED END-USER REGISTRATION CARD OR LEAVE THEIR NAME ON THE LICENSOR’S WEB SITE.

8. General.

This License will be governed by and construed in accordance with the laws of the Licensor’s headquarters’ state, and shall inure to the benefit of Licensor and End-User and their successors, assigns and legal representatives.  If any provision of this License is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this License will remain in full force and effect.  Any notices or other communications to be sent to Licensor must be mailed first class, postage prepaid, to the licensor’s address as listed on the product or accompanying materials.

9. Acknowledgment.

BY OPENING THIS PACKAGE, THE END-USER ACKNOWLEDGES THAT IT HAS READ THIS LICENSE, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.  Should you have any questions concerning this License, contact Licensor at the address set forth in the accompanying software or documentation.

10.  No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

11.  Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

12.  Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

12.  Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

13.  Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

_______________________
Licensor

Software License, End-User
Review List

This review list is provided to help you to complete the Software License, for End-Users, especially to be used with prepackaged shrink-wrapped software.  We have included certain explanations, which are not required in a license agreement but make it more understandable and therefore encourage compliance by the End-User, in our experience as a software company ourselves.

1.    The Prepackaged Software License, also known as a “Shrink-wrap” Software License, is designed for use with software sold through retailers or other mass market retailers such as Best Buy or Wal*Mart.

2.    Whether a license of this sort is enforceable depends on a number of facts and the controlling law.  Among other factors, making the license available for inspection in advance of purchase and ensuring that the terms of the license governing acceptance are consistent with the distribution and sale of the software are important.  However, the primary purpose of the license is to put people on notice about unauthorized use of the software so if enforcement against them is required, they cannot claim to have been ignorant of your warnings.

4.  This form does not call for signature by either party.  But, you will note that we recommend that the Licensor sign the original copy that is duplicated with the software.  It is a small, but personal, touch by the Licensor to show its respect for the End-User.

_____________________, referred to as the INVENTOR, and _____________________, referred to as the LICENSEE, agree:

INVENTOR licenses LICENSEE to practice an invention related to _____________________, bearing the following U.S. Patents:
___________________, in the following territory:
_______________________________________________________________

This license shall be on an exclusive basis. The license shall be for the life of the patent, and any patents constituting an improvement on the original. Licensee shall pay Inventor $__.__ per piece sold 60 days after the end of the month of sale.  In other words, a Sale in October shall be due on the last day of December of that same year.  However, if in any calendar year the royalties paid to INVENTOR shall be less than $____(________________&___/100 dollars) the license may be canceled by the INVENTOR within _______ after the end of the _____________.  Licensee shall have the right to prepay royalties at the end of any calendar year to keep the license in full force and effect, and this agreement in full force and effect.  These prepayments may be applied to future Sales by Licensee.

If either party becomes aware of a potential infringement of the licensed patents, they shall immediately notify the other party of the same.

The parties shall meet and then consider means for remedying the potential infringement. If the parties cannot agree as to a common strategy for the same, then the parties shall be free to bring litigation in accordance with the applicable laws for a resolution of the potential infringement.

If the patent shall be found invalid in the jurisdiction of this agreement, this agreement is instantly cancelable and all royalties that may then be due are also immediately cancelable and voidable.

The parties may from time to time exchange confidential information. All such information if written shall be marked “Confidential” or “Trade Secret” or other clear indication of its status. If such information is not in written form then the party claiming that the same is a confidential, or a trade secret shall send a written notice to the other party specifying which information is claimed to be confidential.

The parties shall use reasonable efforts not to disclose the same for a period of _________ after the termination of this agreement or:
when the information becomes known to the public without the fault of the parties hereto;
when the information is released by the disclosing party, whichever is earlier.

If any of the information disclosed was known to the other party prior to the disclosure, then that party shall not be bound to keep the same confidential.

In the event that the patents licensed hereunder are found to be invalid in an order for which no further appeal is taken, or from which no further appeal is possible, the license shall then terminate. The INVENTOR warrants that the issuance of this patent license does not conflict with any agreements to which INVENTOR is a party.

INVENTOR and his legal or accounting representatives shall have the right to inspect business records of LICENSEE to verify the payment of royalties on a quarterly basis.  In no case may Inventor review records more than 12 months prior to the inspection date.  Licensee shall not be obligated to pay any additional royalties for Sales 12 months prior to an inspection date.  If this dispute goes into litigation, the parties agree that the Licensee shall not be liable for any royalties more than 12 months old as of the date of service of the law suit upon Licensee.  In addition, Licensee shall not be responsible for the production of any documents to Inventor for events more than 12 months prior to the serving of any law suit upon Licensee.

1. Notices.

Any notice required 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 night delivery service such as FedEx.

If to Inventor: _____________________________________________________.

If to Licensee: ___________________________________________________.

2.  No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

3.  Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

4.  Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

5.  Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

6.  Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________                _______________________
Inventor                                Licensee

___________________
Date

__________________________
Witness

Patent Assignment
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  This Patent Assignment can be used and revised for an assignment of any intellectual property rights.  This agreement provides for an outright purchase.  This is much less subject to dispute than royalty or installment purchases, which often wind up in dispute and litigation.  This is a clean-cut agreement subject to virtually no dispute.  We strongly recommend you use it on both sides of the transaction.

1.  Make multiple copies.  Keep copies in the appropriate related files.

Dated: __________________________________

____________________________________________________________
Inventor

____________________________________________________________
Licensee

___________, referred to as DEVELOPER, and ______________, referred to as CUSTOMER, agree:

CUSTOMER is a licensed user of ______________, version ____ for   _________________, referred to as the “licensed program.”

DEVELOPER shall offer such service as may be reasonably required to cause the licensed program to operate in accordance with the stated specifications of the system and in conformance with any specific contractual undertakings contained in the licensing agreement.

The total contract price shall be $ _______ (________________ ___________________ &___/100 dollars) which shall be due, in installment as follows: $ ______ (________________________ &___/100 dollars) on ______ 199__, with the same amount due every ____________ thereafter, until paid in full.  Any past due installments will bear interest at the highest legal rate.

In addition to the maintenance obligation undertaken above, DEVELOPER shall provide at no additional charge to CUSTOMER no more than ___ hours of initial training in use of the program, and refresher training for employees that have already received initial training. This training shall take place at __________ ________.  DEVELOPER shall not be required to provide additional training; however, CUSTOMER may order additional training at a cost of $ ______ (___________ &___/100 dollars) per instructor/hour.

Nothing in this agree implies that DEVELOPER is required to make enhancements or improvements to the program or to provide support for any particular length, other than, if the CUSTOMER’s original agreement requires maintenance for a particular period of time, such contract shall control.

This agreement may be terminated under two conditions:
1)    a breach of the contract,
2)    termination without a breach of the contract

If a breach of the contract is committed by the CUSTOMER, the DEVELOPER shall give a written notice specifying the alleged breach and permit the CUSTOMER to cure the breach within 10 days.  However if the DEVELOPER has previously complained of a substantially similar breach, the DEVELOPER may either:
a)    allow a period of three days to cure the breach; or,
b)    issue a notice of immediate termination.

If a breach of contract is committed by the DEVELOPER, the CUSTOMER shall give written notice specifying the alleged breach and permit the DEVELOPER to cure the breach within 3 business days. However, if the CUSTOMER has previously complained of a substantially similar breach, the CUSTOMER may alternately issue a notice of immediate termination or allow a period of two business days to cure the breach. All notices of alleged breaches shall be sent by the most expeditious means, such as fax or over night delivery.

In the event that a claimed breach by DEVELOPER is the failure of the CUSTOMER to pay as agreed, 2-business days notice of intention to terminate may be given, although DEVELOPER shall not be required to do so.

No failure or delay in exercising in right or failure to issue a notice of any breach shall not constitute a waiver of any rights herein.

Breach by the CUSTOMER shall include, but not be limited to:
a)    the CUSTOMER making or permitting any alteration of the software or hardware without the prior agreement of the DEVELOPER; the DEVELOPER shall not be required to agree to any changes by third parties;
b)    refusal of the CUSTOMER to reasonably cooperate with the DEVELOPER;
c)    refusal of the CUSTOMER to permit installation of software, including updates;
d)    persistent failure of provision of a proper electrical supply, persistent failure to properly maintain hardware and a proper environment for computers.

The contract may be terminated by either party without reference to a breach and without cause on ________ notice.

This is the entire agreement between the parties, and the same may only be altered by a writing executed by all parties hereto.

Dated: ______________________

_________________________________________________
______________ By Customer

__________________________________________________
______________ By Developer

Software Maintenance Agreement
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  Make multiple copies and keep them in the appropriate related files.

This Sale of Technology Agreement (“Agreement”) is made and effective this _____________ (Date), by and between ________________________________ (“Seller”) and ___________________________________________________(“Buyer”).

Whereas, Seller has developed and owns all rights, including the copyright, to certain technology described as follows or attached by in Exhibit form: _________________________________________________________ (“Technology”).

And further, as Buyer wishes to purchase, and Seller wishes to sell, such Technology, the related goodwill and all other associated property rights, including all copyrights and all rights to enhanced, modified and updated versions and derivative works related thereto.

Therefore, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows:

1. Transfer.
A. Technology.  Seller hereby sells, assigns, conveys and transfers to Buyer all of Seller’s right, title and interest in and to the following described technology on a nonexclusive basis:
_______________________________________________________________.
The Technology shall include, but is not limited to:
(i) The Technology in all versions and all forms of expression thereof, including but not limited to source code, object code, flow charts, and block diagrams, and documentation, previous versions, notes, other information relating to the Technology; and all copyrights, trade secrets, patentable inventions, proprietary rights and intellectual property contained therein or connected therewith, including without limitation Seller’s copyright in the Technology;
(ii)    All existing copies of the Technology in Seller’s possession or control, whether in source or object code form, and whether on magnetic storage media, paper or any other media; and

B. Delivery. The Technology shall be delivered to Buyer promptly following execution of this Agreement.  Seller shall from time to time, but without further consideration, execute and deliver such instruments or documents and take such other action as is reasonably necessary which Buyer may request in order to more effectively carry out this Agreement and to vest in Buyer the Technology and title thereto.

2. Purchase Price.

In consideration for the transfer of this nonexclusive Technology and the promises of Seller herein, Buyer shall pay to Seller,  $ _________________ upon delivery of the Technology.

3. Representations and Warranties of Seller.

Seller represents, warrants and covenants as follows:

A. Title, Infringement.  Seller has good and marketable title to the Technology, including the copyright to the Technology, and has all necessary rights to enter into this Agreement without violating any other agreement or commitment of any sort.  Seller does not have any outstanding agreements or understandings, written or oral, concerning the Technology, except as identified in Section l.A.(iii) above.  The Technology does not infringe or constitute a misappropriation of any trademark, patent, copyright, trade secret, proprietary right or similar property right.  Seller agrees to defend, indemnify and hold Buyer, its subsidiaries, affiliates and licensees harmless against any action, suit, expense, claim, loss, or liability based on a claim that the Technology infringes or constitutes a misappropriation of any trademark, patent, copyright, trade secret, proprietary right or similar property right.  Buyer shall give Seller prompt written notice of any such claim.  Seller shall assume responsibility for defending any suit or proceeding brought against Buyer based on any claim that the Technology infringes or constitutes a misappropriation of any trademark, patent, copyright, trade secret, proprietary right or similar property right; provided, however, that Buyer shall give Seller prompt notice in writing of the assertion of any such claim and of the threat or institution of any such suit or proceeding, and all authority, information and assistance required for the defense of the same.  Seller shall pay all damages and costs awarded against Buyer, but shall not be responsible for any cost, expense or compromise incurred without Seller’s consent.

B. No Liens.  The Technology is not subject to any lien, encumbrance, mortgage or security interest of any kind.  Seller’s conveyance of the nonexclusive Technology shall be free of any such interest, excepting only the interests of the third party licenses identified in Section
1.A. (iii) above, if any.

C. Authority Make this Agreement.  This Agreement is a legal, valid and binding obligation of Seller.  The execution and delivery of this Agreement by Seller and the performance of and compliance by Seller with the terms and conditions of this Agreement will not result in the imposition of any lien or other encumbrance on any of the Assets, and will not conflict with or result in a breach by Seller of any of the terms, conditions or provisions of any order, injunction, judgment, decree, statute, rule or regulation applicable to Seller, the Technology, or any note, indenture or other agreement, contract, license or instrument by which any of the Technology may be bound or affected.  No consent or approval by any person or public authority is required to authorize or is required in connection with, the execution, delivery or performance of this Agreement by Seller.

D. No Default.  There is no outstanding default by Seller or any third party license of the Technology of any material obligation in the licenses identified in Section I.A. (iii) above, if any.

4. No Brokers.

All negotiations relative to this Agreement have been carried on by Buyer directly with Seller, without the intervention of any person as the result of any act of Buyer or Seller, so far as known to either party, without the intervention of any such person, in such manner as to give rise to any valid claim against the parties hereto for brokerage commissions, finder’s fees, or other such payment.

5. Consents, Further Instruments and Cooperation.

Buyer and Seller shall each use their respective best efforts to obtain the consent or approval of each person or entity, if any, whose consent or approval shall be required in order to permit it to consummate the transactions contemplated hereby, and to execute and deliver such instruments and to take such other action as may be required to carry out the transaction contemplated by this Agreement.  Seller shall execute, or cause its employees and agents to execute, any patent or copyright application or other similar document or instrument, following Buyer’s reasonable request.

6. Limitation of Liability.

OTHER THAN AS SET FORTH IN SECTION 3.A. OR UPON THE BREACH OF ANY WARRANTY, NEITHER BUYER NOR SELLER SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY PERFORMANCE HEREUNDER, EVEN IF SUCH PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON A THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

7. Buyer’s Use of the Nonexclusive Technology.

Buyer may not market, license and sell the Technology under names and trade names of its own choosing, but may develop updated and modified versions and derivative works of the Technology while still attributing authorship to Seller.  Buyer shall own all nonexclusive rights and title, including copyrights, in and to updated and modified versions and derivative works of the Technology without requiring permission from Seller and without incurring payment obligations in addition to those provided herein.

8. Seller’s Use of the Assets & Buyer’s Responsibilities Thereto.

Seller retains all rights in the Technology and retains the right to use the Technology or any material relating to the Technology for any purpose, personal, commercial, or otherwise.  Buyer furthermore shall maintain all information relating to the Technology or use of the Technology in confidence and shall not disclose any aspect of the Technology to any third party without the prior written consent of Seller.  Buyer agrees not to participate in any activities relating to development, marketing or sale of Technology or other materials that would compete, directly or indirectly, with Buyer’s marketing or distribution of the Technology, to other potential customers.

9. Assignment.

Seller may not assign this Agreement or any obligation herein without the prior written consent of Buyer.  Buyer shall not unreasonably withhold its consent to an assignment, however.  This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective heirs, executors, personal representatives, successors and assigns.

10. Relationship of the Parties.

The relationship between Buyer and Seller under this Agreement is intended to be that of buyer and seller, and nothing in this Agreement is intended to be construed so as to suggest that the parties hereto are partners or joint venturers, or either party or its employees are the employee or agent of the other.  Except as expressly set forth herein, neither Buyer nor Seller has any express nor implied right or authority under this Agreement to assume or create any obligations on behalf of or in the name of the other or to bind the other to any contract, agreement or undertaking with any third party.

11. Notices.

Any notice required 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 night delivery service such as FedEx.

If to the Seller: _____________________________________________________.

If to the Buyer: ___________________________________________________.

12.  No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

13.  Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

14.  Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

15.  Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

16.  Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________                _______________________
Buyer                                                Seller
___________________
Date

Technology Sale Agreement, Non-Exclusive
Review List

This review list is provided to help you to complete the Non-Exclusive Technology Sale Agreement and ensure that the necessary steps are taken to make it effective.

1. The Sale of Technology Agreement is used to transfer nonexclusive ownership of a Technology program from the owner to a buyer for a sum of money.  This is similar to an Asset Sale or Bulk Transfer Sale, except that the Seller can make the sale as often as they can do so and want to do so.  You are encouraged to read the review list for that document, under the “Business Agreements” section for more information on the subject.  After completing this transaction, the party selling the program retains all rights in the Technology.  Make sure these terms are acceptable to you.  If not, you can modify this agreement to an exclusive one and probably get more money for it from a single buyer.  A nonexclusive agreement, however, often results in only slightly less money than an exclusive one, since most Buyers are not in the business of reselling technology but merely wish to have it under their possession and control for further development.

Examples of such transactions would be a retail point of sale and inventory program that a large retailer such as Home Depot would want to own outright, and get the benefit of not having to pay additional license fees as new stores roll out.  The Seller would benefit by being able to resell the same program to other large customers.  An exclusive license is generally sought when the buyer wants absolute control over the technology so as to include it in a proprietary program or programs it is using.  An example of that is when a company such as ours, Simply Media, wishes to have the exclusive rights to certain materials we use in our CDs.  This is a business decision for you to make, not a legal one.

2.  This Agreement is an important sales document for you and/or your corporation.  You are well advised to seek legal review to be sure the legal and business aspects of the agreement work for your particular situation and venue.

3. Print multiple copies of this agreement so both have at least one signed original copy each.  An extra copy should be kept at your home or office with your other corporate papers, as well.

______________________, referred to as PROGRAMMER, and
______________________, referred to as WRITER, agree:

PROGRAMMER has authored a program entitled ______________________, and WRITER shall prepare manuals and other documentation for the same under the terms and conditions stated herein.

On or before ________________________, PROGRAMMER shall provide a copy of ______________________ to PROGRAMMER. Said program shall be substantially complete, that is, that the program shall perform all its major functions intended to be and shall be free from major defects. Some of the functions may be linked to stub
files. However, PROGRAMMER shall provide at the earliest opportunity functional code for such stubbed versions.

In the event that the program is not timely delivered or there are major defects in the same, the time for the completion of the manual shall be extended accordingly.

In the event of a substantial redesign, including the addition of major new functions, or any re-design of the end user interface, WRITER shall be entitled to reasonable additional compensation to be negotiated by the parties in good faith. Substantial re-design shall include but be limited to:
a.  change in operating system of the program, such as from MS-DOS to Windows;
b.  addition of major functions which comprise an addition of 20% or more of the total original components;
c.  re-coding which comprises 25% of more of the source code modules.

In the event that the WRITER discovers any programming inconsistencies (bugs) WRITER shall immediately inform PROGRAMMER of the same.

WRITER shall prepare a manual suitable for use by ___________________________, of approximately
______________________________ words.

WRITER shall provide ______________________ charts and __________________________ illustrations. The illustrations shall be ________________________.

WRITER shall provide a quick reference card detailing the basic program functions suitable for use by users needing command sequences or other information for the elementary use of the major functions of the program.

WRITER shall receive credit in the final distributed version of the manuals and other materials as the author.

WRITER shall deliver the manual and other materials provided for herein on or before _____________________, unless extended as is provided herein. Time is of the essence in this contract.

WRITER shall provide in addition to printed copies, a diskette of the manual and other contents in ASCII or any other mutually agreeable file format.

WRITER shall assist the PROGRAMMER during beta testing programs, if such are held, in the evaluation of the materials delivered by the WRITER to beta testers. Such assistance shall be limited, unless expressly contracted for herein to telephone or mail consultants of an intermittent, as needed basis. Based upon the results of the beta program, WRITER shall in good faith use WRITER’s best efforts to improve the manual based upon the test.

In consideration of the payments made herein, WRITER herewith unconditionally sells and assigns the copyright to the manual to PROGRAMMER. In applications or other filings related to the copyright, PROGRAMMER may be named as the author. For purposes of the United States Copyright Code, PROGRAMMER will be considered
to be the statutory author of the materials delivered herein.

WRITER agrees to execute any and all documents requested by WRITER to establish the full ownership of PROGRAMMER in the manuals and other materials prepared herein.

WRITER shall be paid as follows:

A total fee of $______________________
(_______________________________________________ & ______/100 dollars), due as follows:
___________________________________________________________

This is the entire agreement between the parties and the same may only be varied in writing.

Dated: ___________________

________________________________
______________________ By Programmer/Owner

_______________________________
______________________ By Technical Writer

Technical Manual Writing Agreement
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  Technical manual writing is tricky because the writer has to be intimately familiar with the program to make the project work well.  This is rarely the case in fact.  As a result, most technical manuals are not as effective as they should be for the end user’s purposes.

1. Make multiple copies.  Give each signer an original copy.
2. Be sure the technical writer has enough documentation, information, and skill, as a practical matter, for them to succeed in the project.  Otherwise, both parties will be unhappy with the outcome—and no legal document will cure that unhappiness, no matter how well crafted.

This Confidentiality Agreement (“Agreement”) is made and effective the ___________ (Date), by and between ____________________ (“Recipient”) and _______________ (“Owner”).

Whereas the Recipient wishes to review certain materials and products of the Owner and the owner wishes to retain confidentiality about the same, the Recipient and Owner agree as follows:

1. Confidential Information.

Owner proposes to disclose certain of its confidential and proprietary information (“Confidential Information”) to Recipient.  Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure.  Nothing herein shall require Owner to disclose any of its information.

2.    Recipient’s Obli2ations.

A.    Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know.  Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner.

B. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement.  Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within fifteen (15) days of such request.  At Recipient’s option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient.  Recipient shall provide a written certificate to Owner regarding destruction within fifteen (15) days thereafter.

3. Term.

The obligations of Recipient herein shall be effective today and from the date the Owner last discloses any Confidential Information to Recipient pursuant to this Agreement.  Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement between Owner and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law.

4. Other Information.

Recipient shall have no obligation under this Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Agreement by Recipient; is rightfully received by Recipient without obligations of confidentiality; or is developed by Recipient without breach of this Agreement; provided, however, such Confidential Information shall not be disclosed until sixty (60) days after written notice of intent to disclose is given to Owner along with the asserted grounds for disclosure.

5. No License.

Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information.  It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an encouragement to expend funds in development or research efforts.  Confidential Information may pertain to prospective or unannounced products.  Recipient agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar product.

6. No Publicity.

Recipient agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with Owner, unless otherwise agreed in writing and signed by both parties.

7. Notices.

Any notice required 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 night delivery service such as FedEx.

If to the Recipient: _____________________________________________________.

If to the Owner: ___________________________________________________.

8.  No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

9.  Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

10.  Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

11.  Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

12.  Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________                _______________________
Recipient                                Owner

_________________________
Date

Confidentiality Agreement
Review List

This review list is provided to help you to complete the Confidentiality Agreement and to ensure that the necessary steps are taken to make it effective, yet presentable to get most interested parties to sign it for your corporation’s protection.

1.    The Confidentiality Agreement is used when one party (the “Owner”) will disclose its valuable confidential information to someone else (the “Recipient”).  This disclosure is “one way”, not reciprocal.  Make sure these terms are appropriate for your situation.  As a practical matter, you should have several copies available and prepared in advance for meetings with potential recipients.  It is far easier to get these signed in person than by mail when they have time to reflect upon it and may have various other parties in their organization possibly undermining your efforts to get it signed.

2.    Make sure that your information is marked to show the name of the owner and keep a record of the information that is disclosed.  It may also be appropriate to label the information “Confidential”.  At the conclusion of the evaluation by the Recipient, the Owner should demand the return of disclosed information as provided in the agreement.  Doing this in person makes all of this much easier from a practical point of view.  In fact, you should make this an integral and important part of any Sales presentation and be sure your sales people have copies ready for signature.

3.    Laws vary from state to state and change over time, especially with regards to these kind of commercial and intellectual property restrictions.  Before using this well care document, consider having a lawyer review it to make sure it complies with current regulations as they apply to your corporation in your state.

4.    Have the Recipient sign two copies.  They keep one for their files; you keep the other for yours.  If it should come to litigation at a later date, it will help your cause if they produce the signed document in discovery.  We strongly recommend you keep a separate binder for Confidentiality Agreements and periodically review it to be sure all appropriate parties have signed it.  Often, new parties will review your materials at the company of the original Recipient.  You should make it an ongoing obligation of your sales people and your management to try to obtain these signatures when you visit or meet with the other parties.  Do this in person for the best results.  Mailing these documents both cuts down on the rate of obtaining signatures and tends to “put off” the potential signatory.

_______________, referred to as INVENTOR, and ________________, referred to as PURCHASER, in consideration of $_______________ (_____________________ &___/100 dollars) agree:

INVENTOR assigns to PURCHASER, and their heirs and assigns, all rights related to U.S. Patent Serial No._____________________, for an invention described as ________________________________, including rights to apply for a patent or to practice the invention worldwide.

INVENTOR warrants that the title to the patent is free and clear and that INVENTOR is not aware of any adverse claims thereto and shall defend the patent at its expense.

1. Notices.

Any notice required 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 night delivery service such as FedEx.

If to Purchaser: _____________________________________________________.

If to Inventor: ___________________________________________________.

2.  No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

3.  Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

4.  Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

5.  Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

6.  Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________                _______________________
Inventor                                Purchaser

___________________
Date

__________________________
Witness

Patent Assignment
Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  This Patent Assignment can be used and revised for an assignment of any intellectual property rights.  This agreement provides for an outright purchase.  This is much less subject to dispute than royalty or installment purchases, which often wind up in dispute and litigation.  This is a clean-cut agreement subject to virtually no dispute.  We strongly recommend you use it on both sides of the transaction.

1.  Make multiple copies.  Keep copies in the appropriate related files.

This Software Development Agreement (“Agreement”) is made and effective this __________ (Date), by and between ______________________________________________ (“Developer”) and _______________________________________________________________(“Buyer”).

In consideration of the mutual promises contained in this Agreement, the parties agree as follows:

1. Duties and Responsibilities.

Developer shall serve as a contractor of Buyer, defined by the IRS as a 1099 Contractor, and shall design, develop, and implement applications software (“Software”) according to the functional specifications and related information, if any, attached hereto as Exhibit A and incorporated herein by this reference (“Specifications”) and as more fully set forth in this Agreement.  Developer acknowledges that it has been contracted for this specific task, and that it shall report all findings and make all recommendations directly to the management of Buyer.  The Software, including all versions in either source code or object code form, shall be delivered to Buyer not later than ___________ (Date).

2. Ownership of Software.

Developer agrees that the development of the Software is “work for hire” within the meaning of the Copyright Act of 1976, as amended from time to time, and that the Software shall be the sole property of Buyer.  Developer hereby assigns to Buyer, 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, trademarks and trade names in the United States and elsewhere.  Developer will keep and maintain adequate and current written records with respect to the Software (in the form of notes, sketches, drawings and as may otherwise be specified by Buyer), which records shall be available to and remain the sole property of Buyer at all times.  All versions of the Software shall contain Buyer’s conspicuous notice of copyright.  Developer will assist Buyer in obtaining and enforcing patent, copyright and other forms of legal protection for the Software in any country.  Upon request, Developer will sign all applications, assignments, instruments and papers and perform all acts necessary or desired by Buyer to assign the Software fully and completely to Buyer and to enable Buyer, its successors, assigns and nominees, to secure and enjoy the full and exclusive benefits and advantages of this work.

3.  Compensation.

A. Buyer shall pay Developer as follows: $ ______________ downpayment and $ ____________ upon completion.

B. Subject to Buyer’s prior approval, Buyer will reimburse Developer for all reasonable out-of-pocket expenses, including, but not limited to, air fare, lodging, meals and rental of automobiles incurred by Developer during the development of the Software on behalf of Buyer, if any of these activities are deemed necessary.

4. Independent Contractor.

Developer is acting as an independent contractor with respect to the services provided to Buyer.  Neither Developer nor the employees of the Developer performing services for Buyer will be considered employees or agents of Buyer.  Buyer will not be responsible for Developer’s acts or the acts of Developer’s employees while performing services under this Agreement.  Nothing contained in this Agreement shall be construed to imply a joint venture, 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.

5.  Development Staff-Monitoring.

A. Developer will utilize employees and/or contractors capable of designing and implementing the Software to be developed per this Agreement.  All work shall be performed in a professional and workmanlike manner.  Developer shall arrange for such employees and/or contractors, if any, to execute and deliver any document or instrument reasonably requested by Buyer to reflect Buyer’s ownership of the Software or in connection with any application for patent or copyright.

B. Buyer shall have the right to reasonably observe and monitor all aspects of the performance by Developer of its obligations hereunder and Developer shall use reasonable efforts to facilitate such observation and monitoring.  Information, functions and operations of Developer not directly related to its obligations hereunder shall not be subject to observation and monitoring.

6. Change in Specifications.

Buyer may, in its sole discretion, request that changes be made to the Specifications, or other aspects of the Agreement and tasks associated with this Agreement.  If Buyer requests such a change, Developer will use its best efforts to implement the requested change at no additional expense to Buyer and without delaying delivery of the Software.  In the event that the proposed change will, in the reasonable opinion of Developer, require a delay in delivery of the Software or would result in additional expense to Buyer, then Buyer and Developer shall confer and Buyer shall, in its discretion, elect either to withdraw its proposed change or require Developer to deliver the Software with the proposed change and subject to the delay and/or additional expense.

7.    Confidentiality.

A.    Developer acknowledges that all material and information supplied by Buyer which has or will come into Developer’s possession or knowledge of Developer in connection with its performance hereunder, is to be considered Buyer’s confidential and proprietary information (the “Confidential Information”).  By way of illustration, but not as a limitation, Confidential Information includes the Software, trade secrets, processes, data, know-how, program codes, documentation, flowcharts, algorithms, marketing plans, forecasts, unpublished financial statements, budgets, licenses, prices, costs, and employee and customer lists.  Developer’s undertakings and obligations under this Section will not apply, however, to any Confidential Information which: (i) is or becomes generally known to the public through no action on Developer’s part, (ii) is generally disclosed to third parties by Buyer without restriction on such third parties, or (iii) is approved for release by written authorization of Buyer.  Upon termination of this Agreement or at any other time upon request, Developer will promptly deliver to Buyer all notes, memoranda, notebooks, drawings, records, reports, files, documented source codes and other documents (and all copies or reproductions of such materials) in its possession or under its control, whether prepared by Developer or others, which contain Confidential Information.  Developer acknowledges that Confidential Information is the sole property of Buyer.  Developer agrees that disclosure of such information to, or use by, third parties, either during or after this Agreement, will cause Buyer irreparable damage.  Developer agrees to use best efforts to hold Confidential Information in the strictest confidence, not to make use of it other than for the performance of its obligations hereunder, to release it only to the Developer’s employees or contractors with a need to know such information and not to release or disclose it to any other party.  Developer further agrees not to release such information to any employee or contractor who has not signed a written agreement between Developer and the employee expressly binding the employee not to use or disclose the Confidential Information, except as expressly permitted in this Agreement. Buyer shall be listed as a third-party beneficiary of any such agreement.  Developer will notify Buyer 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, the Developer will return any such information within its possession to Buyer.

B.   Developer acknowledges that Buyer’s 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 such competitors learn of Buyer’s negotiations with Developer or the performance by Developer of its obligations hereunder.  Accordingly, Developer agrees to keep such negotiations and performance of its obligations hereunder strictly confidential and not to disclose any information to any third party or entity without the prior written permission of Buyer.  In no event, shall Developer or any of its employees use Buyer as a reference in marketing Developer’s services to any third party or entity without Buyer’s prior written permission.

8. Training.

Developer shall provide Buyer and its employees with training consultations with respect to the use of the Software as may reasonably be requested by Buyer from time to time for after acceptance at no additional costs to Buyer (“Training Period”).  Developer shall deliver a detailed user’s manual to Buyer on or before completion of acceptance that will enable Buyer’s employees who are otherwise unfamiliar with the Software to become adequately informed about using the software.  All training that Developer is required to provide hereunder shall be performed at such locations and at such times as are mutually agreed to by the parties hereto.  Upon the expiration of the Training Period and following Buyer’s request, Developer will provide any support services necessary to insure Buyer’s continued use of the Software.  Such services will be performed on a time and material basis at Developer’s then current hourly
rates for such services.

9.  Warranties.

A. Developer warrants that for a period of _______________ following acceptance, the Software will operate substantially according to the Specifications.  In the event of any breach of the warranty in this Section 9. A., in addition to any other remedy to which Buyer may be entitled, Developer shall take all action necessary at its expense to cause the Software to operate according to the warranty.

B. Developer warrants that the Software will not infringe upon any copyright, patent, trade secret or other intellectual property interest of any third party.  Developer will indemnify and hold Buyer harmless from and against all such infringement claims, losses, suits and damages including, but not limited to, attorney’s fees and costs, and shall promptly 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 Buyer to use the Software without infringement.

10. Term and Termination.

A.  This Agreement shall commence upon today’s date and continue until all of the obligations of the parties have been performed or until earlier terminated as provided herein.

B.  Developer’s appointment as consultant pursuant to this Agreement and this Agreement
shall terminate upon the occurrence of any of the following events:

(i)    In the event either party defaults in any material obligation owed to the other party pursuant to this Agreement, then this Agreement may be terminated if the default is not cured following at least forty five (45) days written notice to the defaulting party.

(ii) Either party is bankrupt or insolvent, or bankruptcy or insolvency proceedings are instituted against a party and the proceeding is not dismissed within forty five (45) days after commencement.

(iii) Developer dies or becomes disabled.

C.  Section 2, Ownership of Software, and Section 7, Confidentiality, shall survive the expiration or termination of this Agreement.  In the event of early termination due to Developer’s default or the death or disability of the individual(s) identified in subsection (iii), above, Developer agrees to deliver the Software then completed.  Developer, in that instance, shall be paid a pro rata share for the work; if the amount cannot be agreed upon, the Buyer can return the work and the other terms of this contract go into effect, as outlined in this section and others.

11. Notices.

Any notice required 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 night delivery service such as FedEx.

If to the Developer: _____________________________________________________.

If to the Buyer: ___________________________________________________.

12.  No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

13.  Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

14.  Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

15.  Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

16.  Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________                _______________________
Developer                                Buyer

___________________
Date

EXHIBIT A:  Specifications for the Software (if any)

Software Development Agreement
Review List

This review list is provided to help you complete this Software Development Agreement.  Software development is still a largely immature market full of pitfalls and perils for both the publisher, the Buyer in this case, and the End-User, not applicable in this Agreement.  No other industry to our knowledge, for example, willfully has able bodied and competent experts issuing bugs and viruses just for the pure pleasure of it.  Therefore, the Buyer of software and software development must be especially careful when entering into contracts with Developers.  Developers, on the other side of the equation, often are deeply suspicious of publishers so, in a similar manner, are wary in their dealings with them.  As with all of our legal forms and business advice, our role is to guide you with regard to the practical business matters and not give legal advice per se.  Therefore, our business advice is, that no matter which side of this equation you are on, beware of these activities and be scrupulous about your conduct in order to have the relationship go smoothly in an industry that runs anything but smoothly.

1. Be sure both parties sign the Agreement prior to commencing work.  Be sure all monies are clear.  We advise that Buyers provide some deposit as a good faith gesture since most developers need the funds to operate and live.  We also suggest that Buyers be aware that any repair work, whether on a house or a software program, can discover unanticipated problems.  It is important for the long-term survival of the software that the Buyer permit the Developer to reveal candidly any flaws uncovered in the software so it may be addressed.  Punishing the bearer of bad tidings is a distinctly self-destructive act by many publishers.

2. Time pressure placed upon Developers, plus ill-defined missions, has led to much bad and buggy software being sold and released to make artificial deadlines.  Further compounding this problem, most Developers refuse to outline, blue print, and otherwise prepare their activities prior to commencing actual coding.  Both of these tendencies, very uncommon in most established consumer product industries, lead to misunderstandings, financial problems for the participants, end-user unhappiness, and so on and so on.  Whether you are the Developer or the Buyer, you can help improve this situation in this Agreement by not putting undue time pressures on projects, defining in outlines and blue prints what the product should do, and provide sufficient time for Q & A to resolve problems.  As they say in carpentry, “Measure twice; cut once.”

3. Print at least two copies of this Agreement because, especially for the Buyer, this document relates to your ownership rights to the software in question.  You should keep a copy in your corporate records as well as with the software worked upon.  Well-documented ownership trails almost always become a major issue at some point in the software business.  Keeping a good audit trail will save your corporation time and money in the long term.  The Developer is advised to keep copies for marketing purposes in the future; while you may not be able or want to disclose the exact document, you can get a letter of commendation, if possible, from the Buyer at the end of the project.  This can be a very helpful sales tool with potential buyers in a turbulent market (and we say that as a buyer ourselves)!