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Agreement Between Programmer and Publisher

AGREEMENT made [date] by and between [name], whose address is [address] (Developer), and [name], whose address is [address] (Publisher).

WHEREAS, Developer wishes to design and develop certain application computer software, tentatively entitled [title], that will [description of workings of the program] (Program); and

WHEREAS, Developer wishes to license all rights in and to the Program to Publisher, and Publisher wishes to obtain such rights so that Publisher can market and distribute the Program:

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. The Program. The Program will consist of [number of disks]. The Program will be designed to run on all IBM and IBM-compatible microcomputers with hard disk capability (including OS-2). The Program will be housed on both [Compact disk], high-capacity usb drives, and external harrdrives on request. The parties estimate that initially no more than [number] diskettes in either configuration will be needed to accommodate the Program.

2. Development of the Program. The Program, as defined in Paragraph 1, including, but not limited to, a master copy of the Program in both source and object code form that shall be suitable for copying and all system and user documentation pertaining to the Program, including design or development specifications, error reports, and related correspondence and memoranda shall be completed by Developer in accordance with the schedule set out as follows. Developer will deliver parts of the Program to Publisher in [number] installments, each of which shall consist o [number of disks]. The first installment shall be delivered to Publisher on or about [date], and each subsequent installment shall be delivered to Publisher in [number]-month intervals thereafter. Developer, if Developer deems it necessary, may deliver any or all of the installments no later than [number] days following the dates set out above without being in default of Developer's obligations hereunder. Each installment will include the master copy, documentation, and specifications described above. Publisher acknowledges that parts of the source and object codes and the system documentation contain trade secrets that belong to Developer. Publisher will protect the confidentiality of the disclosure to Publisher of this material and will use the material for no purposes other than those set out in this Agreement.

3. Grant of Rights. Developer hereby grants to Publisher an exclusive license to the tangible and intangible property constituting the Program solely for the purposes set out in this Agreement, during the entire term of the U.S. copyright of the Program (the license term), including, but not limited to, the following corporeal and incorporeal incidents to the Program:

a. The media, devices, and documentation that constitute all copies of the Program, its component parts, and all documentation relating thereto, possessed or controlled by Developer

b. The inventions, discoveries, improvements, ideas, trade secrets, trade know-how, confidential property, and all other intellectual property owned or claimed by Developer, pertaining to the Program

c. The right to reproduce, publish, and sell the Program in any form or medium now known or hereafter discovered or invented and to license and authorize others to do so

d. The right to revise or update the Program

e. The right to use Developer's name on the Program and in connection with the advertising and marketing of the Program, and Publisher will so use Developer's name

4. Developer's Representations and Warranties. Developer represents and warrants that:

a. Developer has the complete and exclusive right, title, and interest in and to all tangible and intangible property rights existing in the Program.

b. Developer will develop the Program entirely through Developer's own efforts, and the Program will be free and clear of all liens, claims, encumbrances, rights, or equities of any third party.

c. The Program will be wholly original, will not infringe any patent, copyright, or trade secret of any third party, and will be fully eligible for protection under applicable copyright law.

d. Developer has the right to grant the license contained in Paragraph 3 of this Agreement and has not granted and will not grant any rights in or to the Program to any person or entity other than Publisher.

e. Developer will register Developer's copyright to the Program with the U.S. Copyright Office and will advise Publisher when the Registrar of Copyrights has assigned a registration number to the Program. A copy of the Certificate of Registration of Copyright to the Program will be provided to Publisher when it is received by Developer.

f. Developer will indemnify Publisher against all damages, losses, costs, judgments, or reasonable attorney fees that Publisher may suffer as a result of any suit or claim arising out of a breach by Developer of any of these representations or warranties.

g. These representations and warranties shall survive the termination of this Agreement and shall extend to Publisher's licensees, successors, and assigns.

5. Publisher's Indemnification. Publisher will indemnify Developer against all damages, losses, costs, judgments, or reasonable attorney fees that Developer may suffer as a result of any suit or claim arising out of Publisher's activities pursuant to the license granted herein.

6. Other Programs. During the license term, Developer will not develop or have a financial interest in any software product that could serve as a substitute for the Program or compete with the Program for sales without Publisher's prior written consent.

7. Revisions and Updates. The parties presently intend to update the Program [number] times a year. The updates will consist of the addition of [additional material, e.g., new forms]. Developer and Publisher will agree upon a schedule for the delivery of updated material by Developer to Publisher immediately following the initial marketing of the Program by Publisher. The preparation of the updates by Developer and their publication by Publisher will be subject to all the provisions of this Agreement as if they were the original Program.

8. Publication. Publisher will publish the Program at Publisher's own expense under the title, in the style, and at the price Publisher considers best suited to its sale as long as the Program is delivered in accordance with the provisions of this Agreement and its content is approved by Publisher.

9. Marketing and Advertising. Publisher will use Publisher's best efforts to market and advertise the Program, and at Publisher's sole cost and expense. Publisher may distribute free copies of the Program or portions of the Program for review or promotional purposes.

10. User Support. Developer will provide all customary user support for the Program to all registered users for so long as this Agreement is in force. In connection therewith, Developer will establish a telephone number, at Developer's expense, that will be manned by Developer during the hours of [hour] AM [PM] [time zone] and [hour] AM [PM] [time zone], to respond to user inquiries regarding the performance and use of the Program. This telephone number will be included in the user documentation pertaining to the Program that Publisher will publish. At the beginning of each month following the initial sales of the Program, Developer will provide Publisher will a log of all requests for user support received during the previous month, showing the name and address of the party seeking such support and the nature of the support given.

11. Royalties. Publisher will pay Developer or Developer's heirs, representatives, or assigns, the following royalties:

a. ---------- percent (----------%) of the first ---------- dollars ($----------) of net cash

proceeds received by Publisher from sales of copies of the Program and revisions, updates, and renewals of the Program and any products derived directly from the Program in any form or medium.

b. ---------- percent (----------%) of the next ---------- dollars ($----------) of net cash proceeds

received by Publisher from sales of copies of the Program and revisions, updates, and renewals of the Program and any products derived directly from the Program in any form or medium.

c. ---------- percent (----------%) of all net cash proceeds received by Publisher in excess of ---------- dollars ($----------) from sales of copies of the Program and revisions, updates, and renewals of the Program and any products derived directly from the Program in any form or medium.

d. The term "net cash proceeds" means actual cash receipts from sales of the Program and revisions, updates, and renewals of the Program and any products derived directly from the Program in any form or medium less shipping costs and sales or similar taxes remitted to Publisher by the purchaser.

e. No royalties will be paid on copies of the Program that are returned to Publisher, lost in transit, retained without payment, furnished to Developer, or distributed free for review, promotion, or similar purposes.

12. Royalty Statements. Publisher will deliver regular annual statements of account to Developer or Developer's representatives or assigns on or before April 1 of each year covering the preceding calendar year ended December 31. Payment of all royalties due in accordance with the statement of account will accompany the statement.

13. Testing of Submissions. Publisher intends to test each installment by delivering copies thereof to designated [type, e.g., tax, real estate] practitioners and soliciting their evaluations of that portion of the Program. Publisher's decision as to whether the form and content of any installment is satisfactory shall mainly be based on these evaluations. Publisher will make these evaluations available to Developer. If Publisher rejects any installment, Developer, at Developer's option, shall either (a) revise the installment in accordance with Publisher's reasonable request or (b) if previous installments have been accepted and paid for by Publisher, return to Publisher all advances theretofore received by Developer, in which event, this Agreement and the license granted by Developer to Publisher will terminate forthwith.

14. Failure of Developer to Prepare Updates of the Program. If Developer fails or refuses to prepare any semiannual update of the Program or fails to prepare such update in the form and with the content described in Paragraph 2 of this Agreement, Publisher may have that update prepared by any person or persons that Publisher deems qualified. Developer shall receive no royalties based upon sales of such supplement. For the purpose of determining the step-up in royalties described in Paragraph 11 of this Agreement, the total net cash receipts derived from the sales of such update shall be deemed to be zero. If Developer fails or refuses to prepare two consecutive updates of the Program or three of five consecutive updates of the Program, or fails to prepare them in the form and with the content described in Paragraph 2 of this Agreement, Developer's right to prepare subsequent updates and to receive royalties based upon such subsequent updates shall terminate forthwith.

15. Failure of Developer to Provide User Support. If Developer, at any time, fails or refuses to provide user support for the Program in accordance with the provisions of Paragraph 1 0 of this Agreement, or fails to provide such support in the manner described in Paragraph 10 of this Agreement, Publisher shall provide such support at Publisher's own expense. In that event, the manner in which Developer's royalties are computed as provided in Paragraph 11 of this Agreement shall be changed by [means of adjustment].

16. Failure of Publisher to Keep Program in Print. If Publisher fails to maintain stock and offer the Program for sale, Developer may make written demand that Publisher do so. If Publisher does not reoffer the Program for sale within [number] days after receipt of Developer's written demand, this Agreement and the license granted by Developer to Publisher will terminate forthwith. In such event, Publisher will not publish any software product that could serve as a substitute for the Program or compete with the Program for sales for a period of [number] year(s) from the date of termination.

17. Developer's Copies of the Program. Developer may retain one or more copies of the Program in both object code and source code form, together with all system and user documentation relating to the Program, solely for Developer's own personal use and not for resale or for the purpose of fulfilling Developer's obligations pursuant to the provisions of Paragraphs 7 and 10 of this Agreement. Publisher will provide Developer with [number] copies of the Program and documentation that is offered to end users.

18. Notices. All notices required by this Agreement or otherwise deemed necessary with respect to this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally, or [number] days after being mailed by first class, registered or certified mail, return receipt requested, in each case to the applicable addresses set forth in this Agreement, or to such other address as any party may designate by notice so given to each other party.

19. Entire Agreement. This Agreement contains the entire understanding between the parties and supersedes all previous agreements regarding the Program, whether oral or in writing. This Agreement may not be modified or terminated except in accordance with its terms or by a writing signed by both parties.

20. Governing Law. This Agreement shall be governed and construed in accordance with the laws of [state] applicable to agreements made and to be performed entirely within that State.

21. Captions. The captions in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

22. Agreement Binding. This Agreement is binding on and inures to the benefit of Developer's lawful representatives, assigns, executors, and administrators and Publisher's lawful representatives, successors, and assigns. Developer cannot assign the obligation to develop the Program or revisions or updates of the Program to other persons or entities, and no such assignment shall be valid against Publisher unless Publisher has consented thereto in a writing signed by an authorized officer of Publisher.

IN WITNESS WHEREOF, the parties have signed this Agreement, the day and year first above written.

[signature]

Developer

[signature]

Publisher

*** 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)