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Form #747

Software Development and Usage Agreement

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Software Development and Usage Agreement - Free Legal Form

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Software development and usage agreement.

This AGREEMENT is made and entered into as of _________[date], by and between XYZXYZ INCORPORATED (hereinafter, "Xyzxyz"), a _________[State] corporation, maintaining its principal place of business at _________[address], and _________ COMPUTER SERVICES, INC. (hereinafter, "_________"), a _________[State] corporation maintaining its principal place of business at [address].

1. TERM: This agreement shall be in effect for a period of 5 years from the date of its acceptance by _________. Thereafter, should either party hereto desire to terminate or modify any provision herein as of the termination date, said party shall notify the other of its desire for such termination or modification in writing at least 60 days prior to such termination date. Failing such notice, this Agreement shall automatically renew itself for one year terms and continue in full force and effect from term to term thereafter unless either party hereto shall notify the other of its desire for such changes not later than 60 days prior to the anniversary of any renewal date. Either party may terminate this agreement for cause at any time by giving 30 days written notice and opportunity to cure.

2. COMPUTER OPERATIONS: _________ will provide computer usage services to Xyzxyz. A fee for Services in the amount of $_________ will be paid to _________ each month. The computer will be available 7 days a week, 24 hours a day except time for scheduled backup. _________ will not be responsible to Xyzxyz for delays or failure in performance caused by events beyond _________'s control including but not limited to fire, strikes, floods, utility failure, war and other disasters. _________ agrees:

(a). To back up the Xyzxyz database and all programs and secure off site to prevent any loss of data due to any catastrophe.

(b). To maintain a security system within the database so that each user can access only those records in the common databases that pertain to that specific user's business requirements and needs.

3. PROGRAMMING: _________ will provide programming services as needed to meet the requirements of Xyzxyz in accordance with the specifications and schedule set forth on Exhibit "A". _________ will bill for these services monthly on a time and expenses basis as work is performed. _________'s total fee for developing the vision, dental and hearing claims, eligibility, and reporting systems and providing complete documentation for all software as mutually agreed, will not exceed $_____ without the written approval from Xyzxyz Board of Directors. _________ will be free to use all ideas, concepts, know-how and techniques related to data processing and computer programs in its own behalf during the course of this agreement, subject to the provisions of Sections 11 and 12 of this agreement.

4. IT IS EXPRESSLY AGREED AND UNDERSTOOD THAT: The fee payable to _________ hereunder includes and shall cover all of the services set forth in this agreement and there will be no additional charges whatsoever to Xyzxyz for changes to the case system required by programming errors. _________ agrees to provide reasonable documentation for its fees and expenses to Xyzxyz upon request.

5. WARRANTY: In the event of an error or omission by _________ in connection with the services to be performed hereunder by _________ which is the proximate cause of damages or loss to Xyzxyz, _________ will either (a) rerun the work correctly at no extra cost to Xyzxyz, or (b) credit Xyzxyz' account for the improper work. This election shall be determined jointly by Xyzxyz and _________. _________ warrants that all software developed for Xyzxyz will be _________'s original work and will not incorporate any material created by or belonging to others.

6. MAINTENANCE: _________ agrees to pay for maintenance of all computer equipment, workstations, PC's and printers located in _________'s office. Likewise, Xyzxyz agrees to pay for maintenance on all computer equipment, workstations, PC's and printers located at Xyzxyz' office.

7. COMPUTER SUPPLIES AND EQUIPMENT: _________ agrees to pay for all data processing equipment, workstations, PC's, software products, etc. and any necessary computer supplies such as green bar stock paper,

computer tapes and printer ribbons used in _________'s operations. Likewise, Xyzxyz agrees to pay for all data processing equipment, workstations, PC's, software products, etc. and any necessary computer supplies such as green bar stock paper, computer tapes and printer ribbons used in Xyzxyz' operations.

8. OUT-OF-POCKET EXPENSES: Any out-of-pocket expenses such as long distance telephone calls, travel or any other out-of-pocket expenses made by _________ in conjunction with services provided to Xyzxyz shall be billed back to Xyzxyz each month.

9. INSURANCE: Xyzxyz will be responsible for maintaining all insurance on equipment located in its office. _________ will be responsible for maintaining all insurance for equipment located in its office.

10. WAIVER OF AGREEMENT: A term of condition of this Agreement can be waived as modified only by written consent by both parties.

11. CONFIDENTIALITY: _________ agrees that it will not disclose any proprietary information, knowledge or data of Xyzxyz obtained in connection with this Agreement except as authorized by Xyzxyz in writing.

12. OWNERSHIP AND LICENSE: All of the information, data and contents of data bases and reports developed and compiled by _________ for Xyzxyz pursuant to this agreement shall be the property of Xyzxyz, and shall be delivered to Xyzxyz promptly whenever requested by Xyzxyz and upon the termination or expiration of this agreement. The software, programs and related documentation developed by _________ for Xyzxyz pursuant to this agreement shall be owned by _________. _________ hereby grants to Xyzxyz and its successors and assigns, without further compensation, an irrevocable, perpetual license to use all such software, programs and related documentation in any manner and at any place and time. Copies of the software, programs and related documentation, including without limitation the source code, shall be delivered to Xyzxyz promptly whenever requested by Xyzxyz and upon the termination or expiration of this agreement. _________ further agrees that while this agreement is in effect, the license granted to Xyzxyz shall be exclusive, and _________ will not market, sell, license or provide any of the software, programs or documentation developed for Xyzxyz pursuant to this agreement to any other person or entity.

This Agreement will be governed by the laws of [State]:

_________ ACKNOWLEDGES THAT THIS AGREEMENT HAS BEEN READ AND UNDERSTOOD, AND AGREES TO BE BOUND BY ITS TERMS AND FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN PARTIES, WHICH SUPERSEDES ALL PROPOSALS ORAL OR WRITTEN AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT OF THIS AGREEMENT.

XYZXYZ INC.

_________ COMPUTER SERVICES, INC.

By: /s/ _________

By: /s/ _________

_________

_________

Title: CFO

Title: CEO

Date: _________

Date: _________

 

Contributed by
Regal International Capital
 
Name of Firm Regal International Capital
Total Forms Contributed 48
 

See All Regal International Capital's Forms
 

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Terms Of Use

Submissions to this site, including any legal or business forms, posts, responses to questions or other communications by contributors are not intended as and should not be construed as legal advice. You are strongly encouraged to consult competent legal council before engaging in any action based upon content contained on this site.

These downloadable forms are only for personal use. Retransmission, redistribution, or any other commercial use is prohibited. This includes reposting forms from this site to another site offering free legal or other document forms for download.

Please note that the donator may have included different usage terms regarding this form, and you agree to abide by these terms. It is highly recommended that you have a licensed attorney review any legal documents for which you are searching in order to make sure that your needs are being properly and completely satisfied.

Your use of this site constitutes your acceptance of our terms of use and your agreement to hold this site, its officers, employees and any contributors to this site harmless for any damage you might incur from your use of any submissions contained on this site. If you do not agree to the above terms, please do not proceed.

These forms are provided to assist business owners and others in understanding important points to consider in different transactions. They are offered with the understanding that no legal advice, accounting, or other professional service is being offered by these documents or on this website. Laws vary in the different states. Agreements acceptable in one state may not be enforced the same way under the laws of another state. Also, agreements should relate specifically to the particular facts of each situation. Therefore, it is important to consult legal counsel whenever utilizing these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com is not engaged in recommending or referring members on the site or making claims about the competence, character or qualifications of its participating members.
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