SOFTWARE DEVELOPMENT AGREEMENT
THIS AGREEMENT is made the day of 200
BETWEEN :
(1) of (“the Company”)
(2) of ("the Client").
WHEREAS :
A. The Company provides development, integration, installation,
maintenance and other software-related services.
B. The Client wishes the Company to provide to it certain services.
C. The services are to be provided on the terms and conditions set out in
this Agreement.
WHEREBY IT IS AGREED as follows :-
1. Definitions
In this Agreement, the following terms shall have the following meanings:-
"Assignment" the services to be provided by the Company
to the Client, details of which are set out in
Schedule 1.
"Assignment Price" the cost of the Assignment as stated in
Schedule 2.
"Billing Rates" The Company’s personnel charges from
time to time and which form the basis for
the time element of time and materials
charges levied by The Company.
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"Intellectual Property Rights" all copyrights, patents, registered and
unregistered design rights, database rights,
topography rights, trademarks and service
marks and applications for any of the
foregoing, together with all trade secrets,
know-how, rights to confidence and other
intellectual and industrial property rights in
all parts of the world.
2. Price and Payment
2.6 For the purposes of this Agreement, time of payment shall be of
the essence.
2.7 The Company shall be entitled to suspend the Assignment or
any part thereof until arrangements as to credit or payment to
the satisfaction of the Company have been made and treat the
Agreement as having been repudiated by the Client if any of the
following scenarios arise:
a. payment of any element of the Assignment Price is not
received by the due date;
i. the Client breaches a term of an agreement between the
parties and such breach is irremediable, or, if remediable,
is not remedied to the Company’s satisfaction within 7
days of notice to remedy such breach.
2.8 Any temporary reduction of or interruption to the Company's
ability to carry out the Assignment or part thereof shall not entitle
the Client to suspend even temporarily any payment already due
or for services already rendered.
3. Hardware and Third Party Software
4. Intellectual Property and Indemnities
5. Change Control
6. Limitation of Liability
7. Acceptance of Customised Software and Licence
8. Warranty
9. Time
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10. Personnel
11. General
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