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Agreement To Secure Writer For Computer Technical Manual

[Name and Address of Programmer], hereinafter referred to as Programmer, and [Name and Address of Technical Writer], hereinafter referred to as Writer, on this ___________ day of _________ 20 __, do hereby agree that:

Programmer has authored a technical program entitled (title of program), and Writer shall prepare required manuals and other documentation for the same under the terms and conditions stated herein.

On or before (date), Programmer shall provide a copy of (name of program) to Programmer. Said program shall be substantially complete, that is, that the program shall perform all its intended major functions, and shall be free from major defects. Some of the functions may be linked to certain stub files. However, Programmer shall provide at the earliest opportunity functional understandable 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 by Writer 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 Unix to DOS/Apple Macintosh/Windows;

(b) addition of major functions which comprise an extra (-%) or more of the total original components;

(c) re-coding which will comprise (-%)of more of the source code modules.

In the event that the Writer discovers any programming inconsistencies (program bugs) Writer shall immediately inform Programmer of the same.

Writer shall prepare a manual suitable for use by end users, of approximately (--) words.

Writer shall provide required specific charts, and accompaning illustrations. The illustrations shall be (mono/four colur) camera ready copy.

Writer shall provide a ready reference sheet detailing the basic program functions suitable for use by end users needing command sequences or other information for the primary use of the major functions of the program.

Writer shall deliver the manual and other materials provided for herein on or before (date), unless extended as is provided herein. Time is of the essence in this agreement.

Writer shall provide in addition to printed copies, a CD/DVD disc of the manual and other information in standard ASCII text or any other mutually agreeable word processing 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 phone or facsimile consultation. Based upon the results of the beta program, Writer shall in good faith employ Writer'S best efforts to improve the manual where necessary based upon the test results. 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 American Copyright law, Programmer will be considered to be the statutory author of the manual/ materials delivered herein. Writer agrees to execute any and all documents requested by Programmer to establish the full ownership of Programmer in the manuals and/or other related materials prepared herein. Payment terms and compensation to Writer shall be paid as follows:

[Amount of Compensation in USD]

Amendment. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

Arbitration. Any disputes pertaining to the the said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association or like organization in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.

Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.

Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.

Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.

Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.

Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.

Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

Applicable Law. This Agreement shall be governed by the laws of the State of _____.

IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at _________ (City), ________ (State).

Signature: ______________________

[Writer]

Signature: ______________________

[Programmer]

*** If Required By State Law ***

This Section for Notary:

ACKNOWLEDGMENT

State of _________

County of ________ [COUNTY]

On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

Signature ________
Notary

My commission expires: _____

(Seal)