软件开发协议英文版Word格式.doc

1、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） a

2、ccording 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 sha

3、ll 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

4、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 rela

5、ted 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 sp

6、ecified 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 Buyers conspicuous notice of copyright. Developer will assist Buyer in obtaining and enforcing patent, copyright and other forms of legal protection f

7、or 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 enj

8、oy 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 Buyers prior approval, Buyer will reimburse Developer for all reasonable out-of-pocket expenses, including, but not limited to

9、, 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 Bu

10、yer. 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 Developers acts or the acts of Developers employees while performing services under this Agreement. Nothing contained in this Agr

11、eement 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. D

12、evelopment 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 contractor

13、s, if any, to execute and deliver any document or instrument reasonably requested by Buyer to reflect Buyers 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 Devel

14、oper 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 Specificati

15、ons.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 Bu

16、yer 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,

17、 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 Developers

18、 possession or knowledge of Developer in connection with its performance hereunder, is to be considered Buyers confidential and proprietary information （the Confidential Information）. By way of illustration, but not as a limitation, Confidential Information includes the Software, trade secrets, proc

19、esses, data, know-how, program codes, documentation, flowcharts, algorithms, marketing plans, forecasts, unpublished financial statements, budgets, licenses, prices, costs, and employee and customer lists. Developers undertakings and obligations under this Section will not apply, however, to any Con

20、fidential Information which: （i） is or becomes generally known to the public through no action on Developers 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

21、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, wheth

22、er 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 i

23、rreparable 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 Developers employees or contractors with a need to know such information

24、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, e

25、xcept 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 a

26、ny time, upon request, the Developer will return any such information within its possession to Buyer.B. Developer acknowledges that Buyers purpose in pursuing the development of the Software is to gain a significant competitive advantage over competitors operating without such Software and that such

27、 advantage will be jeopardized if such competitors learn of Buyers 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

28、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 Developers services to any third party or entity without Buyers prior written permission.8. Training.Developer shall

29、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 users manual to Buyer on or before

30、completion of acceptance that will enable Buyers 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

31、 to by the parties hereto. Upon the expiration of the Training Period and following Buyers request, Developer will provide any support services necessary to insure Buyers continued use of the Software. Such services will be performed on a time and material basis at Developers then current hourlyrates 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