The service which the Contractor will provide to the Client is to design
software
.
This Contract becomes effective on
.
This Contract will remain in effect until
.
The Contractor will receive compensation for work performed on behalf of the
Client, at a rate of 25% of the balance which is to be paid upon the signing
of the Contract. The balance owing is to be paid upon delivery of the
finished Software Product.
TERMS OF CONTRACT
If the finished product is received after the completion date agreed upon above, a penalty of 5% per week up to a maximum of 25% will be applied. If the finished product is received before the completion date agreed upon above, a bonus of 5% per week up to a maximum of 25% will be applied.
The Client shall provide access to all necessary staff, hardware, and company documentation needed for completion of the Software Product. The Contractor will use confidential information only for the purpose of completing the Contract and shall protect the confidential information from disclosure to others. If confidential information is disclosed to others, the Contractor will be dismissed immediately without payment for services rendered. Confidential information shall remain the property of the Client. All such information in tangible form shall be returned to the Client promptly upon dismissal, or completion of the Contract.
The Contractor will remain sole owner of the rights to the actual Software Product, granting licensing rights to the Client. The Client may install and use one copy of the Software Product on a single computer. The Client may also store or install a copy of the Software Product on a storage device, such as a network server used only to install or run the Software Product over an internal network. However if the Software Product is installed on a network server each computer on which the Software Product runs will require a separate license.
The Client may not reverse engineer, decompile, or disassemble the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
The Software Product is licensed as a single product. Its component parts may not be separated for use on more than one computer.
The client may not rent or lease the Software Product.
All titles and copyrights in and to the Software Product (including but not limited to any images, photographs, animation’s, video, audio, music, and text incorporated into the Software Product), the accompanying printed materials, and any copies of the Software Product are owned by the Contractor. The Software Product is protected by copyright laws. Therefore, you must treat the Software Product like any other copyrighted material except that you may make one copy of the Software Product solely for backup or archival purposes. You may not copy the printed materials accompanying the Software Product.
The Contractor warrants that the Software Product will perform substantially
in accordance with the accompanying written materials for a period of ninety
(90) days from the date the Client receives the Software Product.
Upon delivery of the Software Product all staff, that will engage in the use of the Software Product will be trained in accordance with the training manual. This training period will be for a total of four (4) consecutive days. All managers will be trained on the Software Product to enable them to train any new employees hired after the Contract is completed, or the training period is completed.
If the Contract is terminated by the Client, (i) the Contractor will be compensated for his work up to and including the day of termination by the Client, and (ii) the Client gives up all rights to use the Software Product, therefore the Contractor retains the rights to the Software Product.
If the Agreement is terminated by the Contractor, the Contractor will
reimburse the Client all payments made to the Contractor within thirty
(30) days.
If a conflict arises that cannot be resolved by the Client and the
Contractor, a third party will intervene to settle the conflict.
This Contract: (i) is the complete contract of the parties concerning the subject matter above and supersedes any prior contracts with respect to further disclosures on such subject matter, (ii) may not be amended or in any manner modified except in writing signed by both parties, and (iii) shall be governed and constructed in accordance with the laws of the Province of Ontario with regard to its conflict and law provisions. If any provision of this Contract is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed above.
PLACE OF SIGNING
This Contract is executed in the City of , in the Province
of , in the Country of , on
the Date .
In Witness Whereof, the said parties have caused this Contract to be duly executed below.