[{"data":1,"prerenderedAt":516},["ShallowReactive",2],{"document-alliance-agreement-software-D5176":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":36,"customDescModule":174,"customdescription":6,"mdFm":175,"mdProseHtml":515},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"ALLIANCE AGREEMENT This Alliance Agreement (the \"Agreement\") is made and effective the [Date] BETWEEN: [YOUR COMPANY NAME] (the \"Corporation\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Alliance Member\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] DEFINITIONS \"COMMENCEMENT DATE\" means the date on which the Programs are delivered by Corporation, or if no delivery is necessary, the Effective Date set forth on the relevant Order Form. \"DESIGNATED SYSTEM\" shall mean the computer hardware and operating system designated on the relevant Order Form or Sublicense report for use in conjunction with a Sublicensed Program, Development License, or Marketing Support License. \"DOCUMENTATION\" means the user guides and manuals for installation and use of the Program software. Documentation is provided in [SPECIFY] form, whichever is generally available. \"ORDER FORM\" shall mean the document in hard copy or electronic form by which the Alliance Member orders Program licenses, Sublicenses, and services, and which is agreed to by the parties. The Order Form shall reference the Effective Date of this Agreement. \"PROGRAM\" shall mean the software in object code form distributed by Corporation for which the Alliance Member is granted a license or grants a Sublicense pursuant to this Agreement; and the media, Documentation, and Updates therefore. \"SUBLICENSE ADDENDA\" shall mean the addenda to this Agreement specifying additional Sublicense terms and Sublicense rates and fees for the various types of Sublicenses which may be granted by the Alliance Member. \"SUBLICENSE\" shall mean a nonexclusive, nontransferable right granted by or through the Alliance Member to an end user to use an object code copy of the Programs with the Value-Added Package under authority of a Sublicense Addendum. \"Sublicensee\" shall mean a third party who is granted a Sublicense of the Programs with the Value-Added Package for such party's own internal data processing purposes and not for purposes of any further distribution. \"TECHNICAL SUPPORT\" means Program support provided under Corporation's policies in effect on the date Technical Support is ordered. \"UPDATE\" shall mean a subsequent release of a Program which Corporation makes generally available for Program Licenses at no additional license fee other than media and handling charges, provided the Alliance Member has ordered Technical Support for such licenses for the relevant time period. Updates shall not include any release, option or future product which Corporation licenses separately. \"VALUE-ADDED PACKAGE\" shall mean the hardware or software products or services having added value which are developed, sold, and/or licensed with the Programs to a Sublicensee by the Alliance Member, as provided under the applicable Sublicense Addenda. RIGHTS GRANTED Development Licenses and Trial Licenses Corporation grants to the Alliance Member a nonexclusive license to use the Development Licenses the Alliance Member obtains under this Agreement and applicable Sublicense Addenda, as follows: to develop or prototype the Value-Added Package on the Designated System or on a backup system if the Designated System is inoperative, up to any applicable maximum number of designated Users or other such limitation as may be applicable; to demonstrate the Programs to potential Sublicensees solely in conjunction with the Value-Added Package; to provide training and technical support to employees and to customers solely in conjunction with the Value-Added Package; to use the Documentation provided with the Programs in support of the Alliance Member's authorized use of the Programs; and to copy the Programs for archival or backup purposes; no other copies shall be made without Corporation's prior written consent. All titles, trademarks, and copyright and restricted rights notices shall be reproduced in such copies. All archival and backup copies of the Programs are subject to the terms of this Agreement. The Alliance Member may order temporary trial licenses (\"Trial Licenses\") for its evaluation purposes only, and not for development or prototype purposes, for use during a period specified in the Order Form. Each Order Form for Trial Licenses shall clearly state the trial period and shall identify that the order is for a Trial License. Marketing Support Licenses Corporation grants to the Alliance Member a nonexclusive license to use the Marketing Support Licenses the Alliance Member obtains under this Agreement and applicable Sublicense Addenda, as follows: to demonstrate the Programs to potential Sublicensees solely in conjunction with the Value-Added Package, up to any applicable maximum number of designated Users or other such limitation as may be applicable; to develop customized prototypes of the Value-Added Package for prospective Sublicensees on the Designated System if the Alliance Member does not receive any fees related to the development of such customized prototypes; to use the Documentation provided with the Programs in support of the Alliance Member's authorized use of the Programs; and to copy the Programs for archival or backup purposes; no other copies shall be made without Corporation's prior written consent. All titles, trademarks, and copyright and restricted rights notices shall be reproduced in such copies. All archival and backup copies of the Programs are subject to the terms of this Agreement. Sublicensing LICENSE TO SUBLICENSE PROGRAMS As further set forth in the applicable Sublicense Addenda, Corporation hereby grants the Alliance Member a nonexclusive, nontransferable license to market and grant Sublicenses as set forth in such Sublicense Addenda and at the rates and fees set forth in such Sublicense Addenda. The Alliance Member shall only have the right to Sublicense Programs pursuant to an effective Sublicense Addendum between the parties hereto. The Alliance Member shall Sublicense the Programs through a Sublicense agreement, which may include an on-line version, as provided under Section 2.3.B. Upon Corporation's request, the Alliance Member shall provide Corporation with a copy of the Alliance Member's standard Sublicense agreement. SUBLICENSE AGREEMENT Every Sublicense agreement shall include, at a minimum, contractual provisions which: Restrict use of the Programs to object code, subject to the restrictions provided under the applicable Sublicense Addenda and consistent with the Sublicense fees payable to Corporation; Prohibit (a) transfer of the Programs except for temporary transfer in the event of computer malfunction; (b) assignment, timesharing and rental of the Programs; and (c) title to the Programs from passing to the Sublicensee or any other party; Prohibit the reverse engineering, disassembly or decompilation of the Programs and prohibit duplication of the Programs except for a single backup or archival copy; Disclaim, to the extent permitted by applicable law, Corporation's liability for any damages, whether direct, indirect, incidental or consequential, arising from the use of the Programs; Require the Sublicensee, at the termination of the Sublicense, to discontinue use and destroy or return to the Alliance Member all copies of the Programs and Documentation; Prohibit publication of any results of benchmark tests run on the Programs; Require the Sublicensee to comply fully with all relevant export laws and regulations of the [COUNTRY] to assure that neither the Programs, nor any direct product thereof, are exported, directly or indirectly, in violation of [COUNTRY] law; and [SPECIFY]. Specify Corporation as a third party beneficiary of the Sublicense agreement to the extent permitted by applicable law.",null,"Alliance Agreement Software","28",216,"doc","https://templates.business-in-a-box.com/imgs/1000px/alliance-agreement_software-D5176.png","https://templates.business-in-a-box.com/imgs/250px/5176.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5176.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":17,"url":18},"alliance agreement software","Alliance Agreement Software Template","https://templates.business-in-a-box.com/imgs/400px/5176.png","https://templates.business-in-a-box.com/imgs/600px/5176.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,33],{"label":26,"url":27},{"label":31,"url":32},"Legal Agreements","/templates/business-legal-agreements/",{"label":34,"url":35},"Partnerships & Joint Ventures","/templates/partnerships-and-joint-ventures/",[37,41,45,49,53,57,61,65,69,73,77,81,85,100,116,131,145,159],{"label":38,"url":39,"thumb":40,"extension":10},"Strategic Alliance and Supply Agreement","/template/strategic-alliance-and-supply-agreement-D5205","https://templates.business-in-a-box.com/imgs/250px/5205.png",{"label":42,"url":43,"thumb":44,"extension":10},"Software Maintenance Agreement","/template/software-maintenance-agreement-D805","https://templates.business-in-a-box.com/imgs/250px/805.png",{"label":46,"url":47,"thumb":48,"extension":10},"Software Distribution Agreement","/template/software-distribution-agreement-D804","https://templates.business-in-a-box.com/imgs/250px/804.png",{"label":50,"url":51,"thumb":52,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"label":54,"url":55,"thumb":56,"extension":10},"Custom Software Development Agreement","/template/custom-software-development-agreement-D787","https://templates.business-in-a-box.com/imgs/250px/787.png",{"label":58,"url":59,"thumb":60,"extension":10},"Distribution Agreement Software and Multimedia","/template/distribution-agreement-software-and-multimedia-D790","https://templates.business-in-a-box.com/imgs/250px/790.png",{"label":62,"url":63,"thumb":64,"extension":10},"Exclusive Software Distribution Agreement","/template/exclusive-software-distribution-agreement-D5179","https://templates.business-in-a-box.com/imgs/250px/5179.png",{"label":66,"url":67,"thumb":68,"extension":10},"Software Development and Publishing Agreement","/template/software-development-and-publishing-agreement-D802","https://templates.business-in-a-box.com/imgs/250px/802.png",{"label":70,"url":71,"thumb":72,"extension":10},"Software Development and License Agreement","/template/software-development-and-license-agreement-D801","https://templates.business-in-a-box.com/imgs/250px/801.png",{"label":74,"url":75,"thumb":76,"extension":10},"Trial Software License Agreement","/template/trial-software-license-agreement-D815","https://templates.business-in-a-box.com/imgs/250px/815.png",{"label":78,"url":79,"thumb":80,"extension":10},"SaaS Software License Agreement","/template/saas-software-license-agreement-D12860","https://templates.business-in-a-box.com/imgs/250px/12860.png",{"label":82,"url":83,"thumb":84,"extension":10},"Software Escrow Agreement","/template/software-escrow-agreement-D14061","https://templates.business-in-a-box.com/imgs/250px/14061.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":94,"keywords":98,"url":99},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[95,97],{"label":31,"url":96},"business-legal-agreements",{"label":31,"url":96},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":115},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":109,"description":6},"non disclosure agreement nda",[111,112],{"label":31,"url":96},{"label":113,"url":114},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":129,"url":130},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[126],{"label":127,"url":128},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":135,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":140,"keywords":143,"url":144},"TECHNOLOGY TRANSFER AGREEMENT This Technology Transfer Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Purchaser\"), an individual with his main address located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS on this date [DATE], [YOUR COMPANY NAME] and the [COMPANY NAME] (the \"Purchaser\") have entered into a Share Purchase Agreement pursuant to which the Purchaser purchased from [YOUR COMPANY NAME] [NUMBER] Common shares of the share capital of [YOUR COMPANY NAME]; WHEREAS the Purchaser, for the price and subject to the terms and conditions contained herein, wishes to purchase from [YOUR COMPANY NAME], all of [YOUR COMPANY NAME]'s rights, titles and interests in the technology related to [DESCRIBE TECHNOLOGY TO BE TRANSFERRED] (collectively, the \"Technology\"); AND WHEREAS [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, wishes to sell to the purchaser name, all of its rights, titles and interests in the Technology; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. SALE OF TECHNOLOGY 1.1 Subject to the terms and conditions herein contained, [YOUR COMPANY NAME] hereby sells and transfers its rights, titles and interests in the Technology to the Purchaser, and the Purchaser hereby purchases such rights, titles and interests from [YOUR COMPANY NAME] for a total purchase price (the \"Purchase Price\") of [AMOUNT] payable as hereinafter set forth. 2. PAYMENT OF PURCHASE PRICE 2.1 The Purchase Price shall be paid by the purchaser to [YOUR COMPANY NAME] by the remittance, concurrently with the execution of this Agreement, of a certified check drafted to the order of the Seller in the amount of [AMOUNT]. 3","Technology Transfer Agreement","2",42,"https://templates.business-in-a-box.com/imgs/1000px/technology-transfer-agreement-D919.png","https://templates.business-in-a-box.com/imgs/250px/919.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#919.xml",{"title":6,"description":6},[141,142],{"label":31,"url":96},{"label":31,"url":96},"technology transfer agreement","/template/technology-transfer-agreement-D919",{"description":146,"descriptionCustom":6,"label":147,"pages":148,"size":149,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":154,"keywords":157,"url":158},"RESELLER AGREEMENT This Reseller Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RESELLER NAME] (the \"Reseller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] APPOINTMENT Appointment Company appoints Reseller and Reseller accepts appointment as an independent non-exclusive Reseller to market, sell, lease and install Company products (\"Products\") within the Territory stated in Exhibit A to consumers purchasing pursuant to [SPECIFY]. Reseller is not appointed as a dealer for Company's [SPECIFY] Schedule. Products Covered Company Products means the products agreed to between the parties from time to time with any exclusions, additions or discounts Company may make. Sub-Resellers Reseller shall not, without Company's prior written approval, appoint sub-resellers, resellers or agents (\"Sub-resellers\") to market, sell, or lease Company Products; provided that Company shall not withhold such consent unreasonably if Reseller provides evidence of Company approved training and certification of such reseller or agent. Reseller shall be liable for the acts and omissions of any such Sub-resellers. Should Reseller resell Products to any Sub-reseller, and Products are further resold, the final end-user may not receive Company warranty or technical support. Sales Outside Territory Reseller shall in no way market, distribute, export, sell, lease or install Company Products outside the Territory without Company's prior written approval. Company will not ship on any Purchase Orders issued by Reseller outside the Territory. Company Sales Activities Company reserves the right to make direct sales into the Territory, and Reseller shall not be entitled to any compensation on any such sales. Company may appoint additional Resellers in the Territory at any time. OBLIGATIONS OF RESELLER Marketing and Product Support Reseller shall use reasonable efforts to market and sell Company Products in the Territory and shall comply with the policies, programs, and requirements regarding marketing and product support as may be communicated by Company to Reseller from time to time; provided, however, that in order to avoid conflict among Company's distribution channels, all such marketing and sales efforts require the prior written authorization from Company. Reseller shall not, without prior written authorization from Company, resell Company Products in a retail environment that includes any type of store, shop, or other similar physical premises into which customers or potential customers are invited for the purpose of purchasing or potentially purchasing any product from Reseller. Advertising Reseller shall adhere to the reseller advertising policies and programs as may be communicated by Company to Reseller from time to time. Customer Support and Service Reseller Shall: Supply Company with such data as Company requests regarding Reseller's sales to customers for Company's own reporting purposes; Participate fully in Company campaigns to notify customers of any retrofit or recall of Company Products; Use only Company-approved spare parts for any repair, servicing and maintenance of Company Products it provides under warranty; Comply with laws and regulations applicable to \"used\" or returned merchandise and never refurbish, place in inventory, or resell as \"new\" any Company Products returned to Reseller for post-sale repair; and Instruct its customers on how to obtain replacement parts under warranty, including, when Reseller wants its customers to contact Company directly, the use of Company's Return Merchandise Authorization (\"RMA\") procedures. Observance of Company Policies Company will keep Reseller informed of Company's customer support policies and procedures, and Reseller agrees to follow such policies and procedures to resolve any customer support issues. Minimum Order Commitment Concurrent with execution of this Agreement, Reseller agrees to simultaneously purchase from Company the Products set forth on the attached Schedule D at the indicated prices for resale pursuant to the terms of this Agreement (the \"Initial Purchase\"). Reseller's Warehouse All Products shipped to Reseller shall be maintained in Reseller's warehouse facility in [STATE/PROVINCE] and shall be insured against any damage or loss. The Products purchased in the Initial Purchase shall be shipped to such warehouse. Security Interest Reseller agrees that all Products sold to Reseller hereunder shall be secured by a security interest in such Products and any proceeds thereof and in any receivables related thereto including any customer loan paper until Company shall have been paid for such Products. Reseller agrees to execute financing agreements, a security agreement, and such other documentation and take such other actions as Company may require to evidence and perfect such security interest. Exclusive Marketing Arrangement During the term of this Agreement, Company will be the exclusive provider of [SPECIFY] (\"[SPECIFY]\") to Reseller. Reseller will not sell, offer for sale or solicit sales for products of any [SPECIFY] manufacturer other than Company. For the term of this Agreement, Company will be the sole supplier to Reseller for internal [SPECIFY] requirements provided that Company personal computers shall be compatible with Reseller's existing infrastructure, suitable for Reseller's internal needs, and competitively priced. OBLIGATIONS OF COMPANY Supply of Company Products Company shall endeavor to manufacture, assemble and ship Company Products to Reseller in a timely manner. Should shortages occur, Company may allocate its production as it deems appropriate, may delay or stop shipments, and may send partial shipments with prior notice. Company shall not be liable to Reseller for any failure to supply quantities of Company Products agreed upon with Reseller. Marketing Assistance Company will provide marketing support services and training programs to Reseller on a case-by-case basis. ORDERING AND DELIVERY OF COMPANY PRODUCTS Purchasing This Agreement with its terms and conditions, and those provided under the Company Consumer Products Limited Warranty (available upon request) applies to all purchase orders and other documents of purchase (\"Orders\") which Reseller may place with Company for the Products during the term of this Agreement. Media for Orders Reseller may order from Company by telephone, facsimile, mail or electronic mail. Company will also provide Reseller with the capacity to enter Orders directly into Company's system. Acceptance by Company of the Order shall occur (a) when the Order is entered into Company's system, (b) when an Order number is provided to Reseller by facsimile or electronic mail, if requested by Reseller, or (c) when assembly of the Products commences, whichever occurs first. Orders Reseller may deliver a Purchase Order to Company by facsimile or electronic mail provided a signed original is delivered to Company within [NUMBER] days of receipt of the Purchase Order by Company. Company shall accept all Purchase Order's by (a) facsimile or electronic mail, with a signed original notice of acknowledgment or (b) by commencement of performance by Company. Each Purchase Order shall be deemed an offer by Reseller to purchase the Company Products listed therein and when accepted by Company shall constitute a contract in accordance with the terms and conditions of the Purchase Order and this Agreement. If a conflict arises between the two, this Agreement shall take precedence.","Reseller Agreement","18",134,"https://templates.business-in-a-box.com/imgs/1000px/reseller-agreement-D5202.png","https://templates.business-in-a-box.com/imgs/250px/5202.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5202.xml",{"title":6,"description":6},[155,156],{"label":31,"url":96},{"label":31,"url":96},"reseller agreement","/template/reseller-agreement-D5202",{"description":160,"descriptionCustom":6,"label":161,"pages":162,"size":163,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":168,"keywords":172,"url":173},"SERVICE LEVEL AGREEMENT This Service Level Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\"). WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the \"Location and Equipment Summary\"), which is attached hereto and made a part hereof; and WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the \"Parties\" and singularly as the \"Party\") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the \"Statement of Work\"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the \"Non-Recurring and Monthly Recurring Pricing Summary\"), which is attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: UNDERTAKINGS Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work. TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law. The rights and duties in Article D, \"Warranty and Liability\" shall survive the termination of this Agreement. FINANCIAL PROVISIONS Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. This charge is in addition to any other charges specified in the applicable tariff or contract from the entity from which the facility or service is obtained. For equipment moves made pursuant to Client's request, Client shall pay for each unit of Equipment this is moved to a different location within the same Service Provider Network Location after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. Client shall pay directly or reimburse Service Provider, as applicable, for all taxes, duties, and similar liabilities which may result from this Agreement, or any support services specified hereunder, exclusive of taxes based on Service Provider's net income. All invoices shall be due and payable in [CURRENCY] within [NUMBER] calendar days upon receipt as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. WARRANTY AND LIABILITY Service Provider warrants that its undertakings hereunder shall be performed in a professional and workmanlike manner and that it will provide Support Services in accordance with this Agreement. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANYWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client warrants that it has the unrestricted right to place the Equipment at Service Provider's Location(s) listed in the Location and Equipment Summary for the term of this Agreement. Except as otherwise set forth herein, neither Party shall be deemed negligent, at fault or liable in any respect to the other for any delay, interruption or failure in performance hereunder resulting from fire, flood, water, the elements, explosions, acts of God, war, accidents, labor disputes, strikes, shortages of equipment or suppliers, unavailability of transportation or other cause beyond the reasonable control of the Party delayed or prevented from performing.","Service Level Agreement","12",89,"https://templates.business-in-a-box.com/imgs/1000px/service-level-agreement-D778.png","https://templates.business-in-a-box.com/imgs/250px/778.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#778.xml",{"title":6,"description":6},[169,171],{"label":17,"url":170},"software-technology-business",{"label":17,"url":170},"service level agreement","/template/service-level-agreement-D778",false,{"seo":176,"reviewer":189,"quick_facts":193,"at_a_glance":196,"personas":200,"variants":225,"glossary":252,"clauses":286,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":447,"diy_vs_lawyer":460,"jurisdictions":473,"related_template_ids_curated":494,"schema":502,"classification":503},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Alliance Agreement Software Template (Free Word)","Free software alliance agreement template for tech partnerships. Covers IP rights, revenue sharing, exclusivity, and termination. Used in 190+ countries. Free Word and PDF download.","alliance agreement software template",[181,182,183,184,185,186,187,188],"software alliance agreement","technology alliance agreement template","software partnership agreement template","alliance agreement template word","software partner agreement template free","strategic alliance agreement template","software collaboration agreement","technology partnership contract template",{"name":190,"credential":191,"reviewed_date":192},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":194,"legal_review_recommended":195,"signature_required":195},"advanced",true,{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"A Software Alliance Agreement is a legally binding contract between two or more software companies or technology vendors that defines the terms of a strategic partnership — covering joint development, integration, co-marketing, IP ownership, revenue sharing, and mutual obligations. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF for execution by both parties.\n","Use it when two software companies agree to collaborate on a joint product, integrate platforms, co-sell or co-market solutions, or share technology assets — and need enforceable terms governing IP, confidentiality, and revenue allocation before any work or data exchange begins.\n","Parties and recitals, scope of the alliance and each party's obligations, IP ownership and licensing terms, revenue sharing and payment mechanics, confidentiality, exclusivity provisions, representations and warranties, limitation of liability, term and termination, and governing law.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"SaaS founders","Formalizing a co-development or integration partnership with another platform","persona-startup-founder",{"title":206,"use_case":207,"icon_asset_id":208},"Business development executives","Structuring a strategic channel or reseller alliance with a technology partner","persona-bd-executive",{"title":210,"use_case":211,"icon_asset_id":212},"Technology CTOs","Governing joint API development and shared codebase contributions between two companies","persona-cto",{"title":214,"use_case":215,"icon_asset_id":216},"Software ISVs","Entering a platform alliance with a marketplace or ecosystem provider","persona-isv",{"title":218,"use_case":219,"icon_asset_id":220},"Corporate legal counsel","Reviewing and executing technology alliance contracts on behalf of enterprise clients","persona-legal-counsel",{"title":222,"use_case":223,"icon_asset_id":224},"Startup accelerators and incubators","Connecting portfolio companies with technology partners under standardized alliance terms","persona-accelerator",[226,230,234,238,241,245,249],{"situation":227,"recommended_template":228,"slug":229},"Two companies jointly building a new software product together","Joint Development Agreement","joint-development-agreement-standard-D887",{"situation":231,"recommended_template":232,"slug":233},"One company licensing its software to a partner for resale","Software Reseller Agreement","software-distribution-agreement-D804",{"situation":235,"recommended_template":236,"slug":237},"Sharing confidential technical information before formalizing the alliance","Non-Disclosure Agreement (NDA)","non-disclosure-agreement-nda-D12692",{"situation":239,"recommended_template":50,"slug":240},"Granting a partner the right to use software under defined conditions","software-license-agreement-D12928",{"situation":242,"recommended_template":243,"slug":244},"Establishing a co-marketing and co-selling arrangement only, without shared IP","Co-Marketing Agreement","co-habitation-agreement-D12997",{"situation":246,"recommended_template":247,"slug":248},"Broad strategic alliance covering multiple business lines, not limited to software","Strategic Alliance Agreement","strategic-alliance-and-supply-agreement-D5205",{"situation":250,"recommended_template":87,"slug":251},"Forming a separate legal entity to operate the alliance jointly","joint-venture-agreement-D889",[253,256,259,262,265,268,271,274,277,280,283],{"term":254,"definition":255},"Alliance","A contractually defined collaborative relationship between two independent companies that work together toward a shared commercial goal without merging or forming a new entity.",{"term":257,"definition":258},"Intellectual Property (IP)","Legally protected creations including software code, algorithms, trademarks, patents, and trade secrets — the ownership of which must be explicitly allocated in any software alliance.",{"term":260,"definition":261},"Background IP","Intellectual property each party owns independently before the alliance begins, which they may contribute to the collaboration but typically retain ownership of.",{"term":263,"definition":264},"Foreground IP","New intellectual property created during and as a result of the alliance, the ownership of which must be explicitly agreed in the contract.",{"term":266,"definition":267},"Revenue Share","A contractual arrangement specifying the percentage of gross or net revenue from alliance-related products or sales that each party receives.",{"term":269,"definition":270},"Exclusivity","A clause restricting one or both parties from entering similar alliances with competitors for a defined period, product category, or geographic territory.",{"term":272,"definition":273},"Representations and Warranties","Statements of fact each party makes to the other — such as confirming they own the IP they are contributing — that become contractually enforceable promises.",{"term":275,"definition":276},"Limitation of Liability","A clause capping the maximum financial exposure of either party in the event of a breach or claim arising from the alliance.",{"term":278,"definition":279},"Termination for Cause","The right to end the agreement immediately when the other party commits a material breach, becomes insolvent, or violates a specific contractual condition.",{"term":281,"definition":282},"Governing Law","The jurisdiction whose laws will be used to interpret the agreement and resolve any disputes arising from it.",{"term":284,"definition":285},"Non-Solicitation","A restriction preventing either party from recruiting or hiring the other's employees or contractors during and for a defined period after the alliance.",[287,292,297,302,307,312,317,321,326,331],{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Parties, Recitals, and Purpose","Identifies both companies by full legal name, describes the commercial context of the alliance, and states the overarching purpose the agreement is designed to achieve.","This Alliance Agreement is entered into as of [DATE] between [PARTY A LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Company A'), and [PARTY B LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Company B'). The parties wish to collaborate on [DESCRIPTION OF ALLIANCE PURPOSE].","Using trade names or product brand names instead of registered legal entity names — if a dispute arises, the wrong entity name can make enforcement against the actual corporate entity significantly harder.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Scope of the Alliance and Each Party's Obligations","Defines exactly what each party will contribute — code, infrastructure, personnel, data, or distribution — and the boundaries of the collaboration so that out-of-scope requests have no contractual basis.","Company A shall provide [SPECIFIC DELIVERABLE OR ACCESS] by [DATE]. Company B shall provide [SPECIFIC DELIVERABLE OR ACCESS] by [DATE]. Activities outside the scope defined in Schedule A require a written amendment signed by both parties.","Defining scope only in a high-level recital rather than a numbered Schedule A. Vague scope leads to escalating informal requests that neither party has budgeted for.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Intellectual Property Ownership","Allocates ownership of background IP each party brings in and foreground IP created during the alliance, and grants any licenses needed for each party to use the other's contributions.","Each party retains sole ownership of its Background IP. Foreground IP developed jointly shall be owned [jointly / by Company A / by Company B] as set out in Schedule B. Each party grants the other a [non-exclusive / exclusive], [royalty-free / royalty-bearing], worldwide license to use its Background IP solely to perform its obligations under this Agreement.","Leaving foreground IP ownership undefined, which defaults to joint ownership in most jurisdictions — meaning either party can independently license or sell the jointly created software without the other's consent.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Revenue Sharing and Payment Terms","States the revenue split formula, whether it applies to gross or net revenue, the payment schedule, and the reporting and audit rights that allow each party to verify calculations.","Company A shall pay Company B [X]% of Net Revenue derived from Alliance Products, calculated quarterly. Payments are due within [30] days of quarter-end. Company A shall maintain accurate records and Company B may audit them no more than once per year on [10] business days' written notice.","Defining revenue share as a percentage without defining whether it applies to gross revenue, net revenue, or net profit — a $1M gross revenue line can produce very different payments depending on which definition applies.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Confidentiality","Prohibits each party from disclosing the other's confidential technical, commercial, or customer information to third parties, and defines what qualifies as confidential and for how long the obligation survives.","Each party agrees to keep confidential all Confidential Information of the other party and not to disclose or use it except as necessary to perform obligations under this Agreement. This obligation survives termination for [3] years. 'Confidential Information' excludes information that is publicly available, independently developed, or lawfully obtained from a third party.","Setting a confidentiality term that expires with the agreement rather than surviving it — technical trade secrets and customer data disclosed during the alliance need protection long after the contract ends.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Exclusivity and Non-Compete","Specifies whether either or both parties are restricted from working with competing platforms or entering similar alliances during the term, and the geographic and product-category scope of any restriction.","During the Term, Company A shall not enter into a similar alliance with any Competing Software Platform (as defined in Schedule C) in [GEOGRAPHIC TERRITORY] without Company B's prior written consent. 'Competing Software Platform' means any platform providing [DESCRIPTION OF COMPETITIVE FUNCTIONALITY].","Using an undefined or overbroad definition of 'competitor' that effectively locks a party out of entire market segments unrelated to the alliance — courts frequently void or sever overly broad exclusivity clauses.",{"name":272,"plain_english":318,"sample_language":319,"common_mistake":320},"Each party confirms it has authority to enter the agreement, owns or has rights to the IP it is contributing, and that its software does not infringe third-party rights — these statements are enforceable promises.","Each party represents and warrants that: (a) it has full authority to enter this Agreement; (b) the Background IP it contributes does not infringe any third-party intellectual property rights; and (c) its software does not contain malicious code, undisclosed backdoors, or security vulnerabilities known to the party at signing.","Omitting an IP non-infringement warranty for contributed software. If a party contributes code that later proves to infringe a patent, the other party has no contractual remedy without this warranty.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Limitation of Liability and Indemnification","Caps each party's maximum financial exposure from claims arising under the alliance, excludes certain categories of loss, and specifies who must defend and compensate the other party if a specific type of claim arises.","Neither party's aggregate liability under this Agreement shall exceed the greater of $[X] or the total revenue share paid in the [12] months preceding the claim. Neither party shall be liable for indirect, consequential, or loss-of-profit damages. Company A shall indemnify Company B against third-party claims arising from Company A's Background IP.","Setting the liability cap at a fixed nominal amount (e.g., $1,000) that bears no relationship to the commercial value of the alliance — a cap this low is often struck down by courts as unconscionable or commercially unreasonable.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Term, Renewal, and Termination","States how long the alliance runs, whether it auto-renews, the notice required for either party to terminate without cause, and the specific conditions that allow immediate termination for cause.","This Agreement commences on [DATE] and continues for [2] years, renewing automatically for successive [1]-year terms unless either party provides [90] days' written notice of non-renewal. Either party may terminate for cause immediately if the other party materially breaches this Agreement and fails to cure the breach within [30] days of written notice.","Auto-renewal clauses with notice periods shorter than the internal procurement cycle — a 30-day non-renewal notice window is often missed by large organizations, binding them to another full term unintentionally.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Governing Law, Dispute Resolution, and Entire Agreement","Specifies the jurisdiction whose laws govern the contract, the mechanism for resolving disputes (arbitration, mediation, or litigation), the chosen courts, and confirms the written agreement supersedes all prior discussions.","This Agreement is governed by the laws of [STATE/PROVINCE/COUNTRY], without regard to conflict-of-law principles. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS / ICC] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction. This Agreement constitutes the entire agreement between the parties and supersedes all prior representations and understandings.","Selecting a governing law with no connection to either party's place of business — some jurisdictions invalidate choice-of-law clauses that lack a reasonable relationship to the parties or the transaction.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Insert full legal entity names and registered addresses","Use each company's registered corporate name exactly as it appears in the relevant corporate registry, along with the jurisdiction of incorporation and principal business address.","Cross-reference each party's corporate registry filing before execution — a mismatch between the contract name and the actual registered entity can complicate enforcement.",{"step":343,"title":344,"description":345,"tip":346},2,"Define the scope in Schedule A before anything else","List every specific deliverable, platform, API, dataset, or resource each party is committing to provide, along with delivery dates or milestones. If it is not in Schedule A, it is not in scope.","Use version numbers and API endpoint names rather than product names — software product names change; version numbers create an unambiguous record.",{"step":348,"title":349,"description":350,"tip":351},3,"Allocate background and foreground IP in Schedule B","List the specific IP assets each party is contributing to the alliance (background IP) and state explicitly whether jointly created foreground IP is owned 50/50, assigned to one party, or held in a separate licensing structure.","If one party is contributing significantly more IP, consider a royalty-bearing license back to the contributing party rather than equal co-ownership — equal ownership means either party can sublicense without consent.",{"step":353,"title":354,"description":355,"tip":356},4,"Negotiate and enter the revenue share formula","Agree on whether the share applies to gross revenue, net revenue, or gross profit, define each term precisely, and set the payment schedule and quarterly reporting format.","Add a right-to-audit clause with a 10-business-day notice window — without it, you have no mechanism to verify the revenue calculations you rely on.",{"step":358,"title":359,"description":360,"tip":361},5,"Draft the exclusivity clause with a specific competitor definition","If exclusivity is agreed, attach a Schedule C defining 'Competing Software Platform' by functionality, product category, or named competitors. Review it annually as the market evolves.","Narrow exclusivity to the specific product category or geographic market of the alliance — broad exclusivity clauses invite disputes and are more likely to be voided by courts.",{"step":363,"title":364,"description":365,"tip":366},6,"Set the liability cap to a commercially realistic amount","Use the higher of a fixed dollar amount or the trailing 12-month revenue share as the cap. Confirm both parties' insurance coverage aligns with the cap before signing.","Ensure the cap for IP indemnification claims is higher than the general liability cap — IP infringement claims in software routinely exceed standard liability ceilings.",{"step":368,"title":369,"description":370,"tip":371},7,"Choose arbitration or litigation and name the seat","Select binding arbitration (AAA, JAMS, or ICC) for privacy and speed, or litigation in a specific court if precedent and injunctive relief are priorities. Name the city as the seat regardless of which you choose.","For cross-border alliances between a US and EU company, ICC arbitration in a neutral city (e.g., New York or London) is the most commonly accepted compromise.",{"step":373,"title":374,"description":375,"tip":376},8,"Execute before any data exchange or development work begins","Both authorized signatories must sign before any confidential information is shared or any joint development activity starts. Post-commencement signatures create gaps in confidentiality and IP protection.","Use a timestamped e-signature platform so the execution date is independently verifiable — this is especially important if an IP dispute arises later about when contributions were made.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"Leaving foreground IP ownership undefined","Without an explicit allocation, jointly created software defaults to joint ownership under most IP laws — giving either party the independent right to license or assign the code without the other's consent, potentially to a competitor.","Include a Schedule B that names each piece of foreground IP and assigns ownership clearly to one party or specifies the exact terms of any co-ownership arrangement.",{"mistake":383,"why_it_matters":384,"fix":385},"Using a nominal liability cap unrelated to deal value","A $1,000 or $10,000 cap on a multi-million-dollar software alliance leaves the injured party effectively without a remedy and is frequently challenged as commercially unreasonable.","Set the cap at the greater of a meaningful fixed amount or the trailing 12 months of revenue share paid, and negotiate a separate, higher cap for IP indemnification claims.",{"mistake":387,"why_it_matters":388,"fix":389},"Omitting an audit right for revenue share calculations","Without a contractual right to inspect revenue records, the receiving party has no mechanism to verify reported figures — disputes over underpayment become credibility contests with no documentary resolution.","Add a clause granting the receiving party the right to audit revenue records once per year on reasonable notice, with costs borne by the auditing party unless a discrepancy of more than 5% is found.",{"mistake":391,"why_it_matters":392,"fix":393},"Auto-renewal notice periods shorter than internal approval cycles","A 30-day non-renewal notice window is routinely missed by enterprise procurement and legal teams, binding the company to another full term it did not intend to enter.","Set the non-renewal notice period to at least 90 days and calendar the deadline in your contract management system immediately after execution.",{"mistake":395,"why_it_matters":396,"fix":397},"No explicit exclusion for independently developed software","Without a carve-out, one party could argue that software developed entirely outside the alliance using similar technology is covered by the IP assignment clause — a common source of post-termination disputes.","Include language explicitly confirming that each party retains full ownership of technology developed independently of the alliance, with no connection to the other party's confidential information.",{"mistake":399,"why_it_matters":400,"fix":401},"Signing after joint development or data sharing has already started","IP created before the contract is signed may not be covered by the foreground IP clause, and confidential information shared before the confidentiality clause is in effect has no contractual protection.","Execute the agreement before any data exchange, code contribution, or collaborative development begins. If work has already started, include a retroactive effective date clause and document what was shared with a written inventory.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is a software alliance agreement?","A software alliance agreement is a legally binding contract between two technology companies that defines the terms of a strategic collaboration — covering scope, IP ownership, revenue sharing, confidentiality, exclusivity, and termination. It governs how the parties work together on joint development, platform integration, or co-marketing without forming a new legal entity. Unlike a simple NDA or a reseller agreement, it addresses the full commercial and legal relationship between the allied companies.\n",{"question":407,"answer":408},"What is the difference between a software alliance agreement and a joint venture agreement?","A software alliance agreement governs collaboration between two independent companies that remain legally separate throughout the relationship. A joint venture agreement creates a new, separate legal entity — typically a new LLC or corporation — that the parties jointly own and operate. Alliances are faster to establish and easier to unwind; joint ventures make sense when the collaboration is large enough to require a dedicated balance sheet, workforce, and governance structure.\n",{"question":410,"answer":411},"Who owns the software built during an alliance?","Ownership of jointly developed software — called foreground IP — must be explicitly allocated in the agreement. Without a written allocation, most jurisdictions default to joint ownership, which means either party can independently license or transfer the code without the other's consent. Common structures include assigning all foreground IP to one party with a license back to the other, splitting ownership by module or functionality, or establishing a royalty-sharing arrangement tied to commercial use.\n",{"question":413,"answer":414},"Does a software alliance agreement need to include an exclusivity clause?","Exclusivity is optional and depends on the commercial objectives of both parties. Exclusive alliances can be valuable when one party needs market protection to justify a significant investment in the partnership. Non-exclusive arrangements preserve each party's flexibility to work with multiple partners. If exclusivity is included, it should be narrowly defined by product category, geography, and duration — broad exclusivity clauses are frequently challenged in court and can damage the business by blocking legitimate opportunities.\n",{"question":416,"answer":417},"How should revenue sharing be structured in a software alliance?","Revenue share is typically expressed as a percentage of net revenue — gross revenue minus returns, taxes, and transaction fees — from alliance-related products or sales. Payments are commonly made quarterly with a 30-day settlement period after quarter-end. The contract should define net revenue precisely, require quarterly financial reports from the paying party, and grant the receiving party an annual audit right to verify calculations. Underdefined revenue terms are among the most common sources of alliance disputes.\n",{"question":419,"answer":420},"Is a software alliance agreement enforceable across different countries?","Yes, with careful drafting. The agreement should specify a governing law and a dispute resolution mechanism — typically international arbitration under ICC or JAMS rules — that both parties accept as neutral. Each jurisdiction imposes its own requirements on IP ownership, confidentiality duration, and non-compete enforceability, so cross-border alliances benefit from a legal review in each party's home jurisdiction before execution. A choice-of-law clause alone does not override mandatory local employment or IP laws.\n",{"question":422,"answer":423},"What happens to jointly developed software if the alliance terminates?","The agreement should include a wind-down schedule specifying which party retains rights to use, modify, and commercialize the jointly developed software after termination. Common outcomes include a perpetual license to each party for their own use only, a buyout option at a pre-agreed formula, or a transition period during which both parties can continue using the software while migrating to independent solutions. Without these provisions, post-termination use of the shared codebase is legally ambiguous and frequently litigated.\n",{"question":425,"answer":426},"Do I need a lawyer to draft a software alliance agreement?","For straightforward platform integration or co-marketing alliances between companies of similar size, a well-structured template reviewed by counsel is usually sufficient. Engage a technology lawyer when the alliance involves significant IP contribution or transfer, material revenue share obligations, exclusivity in a competitive market, or cross-border parties with different IP regimes. A 2–4 hour template review typically costs $600–$1,500 and is worthwhile for any alliance where joint IP or exclusivity is on the table.\n",{"question":428,"answer":429},"What is background IP and why does it matter in a software alliance?","Background IP is the intellectual property each party owns independently before the alliance begins — existing code, proprietary algorithms, patents, and trade secrets they contribute to the collaboration. The alliance agreement should list each party's background IP contributions and grant only the licenses needed to perform alliance obligations, not blanket access rights. Failing to define background IP boundaries is one of the most common causes of post-alliance IP disputes, particularly when employees move between the allied companies.\n",[431,435,439,443],{"industry":432,"icon_asset_id":433,"specifics":434},"SaaS / Cloud Software","industry-saas","API integration terms, shared infrastructure cost allocation, co-branded product naming rights, and data processing responsibilities under GDPR and CCPA.",{"industry":436,"icon_asset_id":437,"specifics":438},"Fintech","industry-fintech","Regulatory licensing conditions precedent to launch, PCI-DSS compliance obligations, transaction revenue share structures, and enhanced data security warranties.",{"industry":440,"icon_asset_id":441,"specifics":442},"Healthcare Technology","industry-healthtech","HIPAA business associate agreement requirements, FDA software classification considerations, patient data handling obligations, and clinical validation milestone gates.",{"industry":444,"icon_asset_id":445,"specifics":446},"Enterprise Software","industry-professional-services","OEM embedding rights for background IP, customer-level SLA pass-through obligations, enterprise support tier coordination, and change-of-control protections for large acquiree scenarios.",[448,451,454,457],{"vs":87,"vs_template_id":449,"summary":450},"joint-venture-agreement-D1053","A joint venture agreement creates a new, jointly owned legal entity with its own governance, finances, and liability structure. A software alliance agreement keeps both companies legally independent while governing their collaboration. Alliances are faster to form and easier to exit; joint ventures are appropriate when the scale of the collaboration warrants a dedicated corporate structure.",{"vs":50,"vs_template_id":452,"summary":453},"software-license-agreement-D1052","A software license agreement grants one party defined rights to use another party's existing software under specific conditions. A software alliance agreement governs a bilateral collaboration — both parties contribute, both parties have obligations, and the relationship involves joint development or co-commercialization rather than a one-way grant of usage rights.",{"vs":247,"vs_template_id":455,"summary":456},"strategic-alliance-agreement-D1054","A strategic alliance agreement covers broad business collaboration across multiple functions — sales, distribution, marketing, and operations. A software alliance agreement is specific to technology partnerships involving IP contribution, software development, or platform integration, with clauses tailored to source code ownership, API access, and technical warranties.",{"vs":458,"vs_template_id":237,"summary":459},"Non-Disclosure Agreement","An NDA covers only the obligation not to disclose confidential information shared between parties. A software alliance agreement includes confidentiality provisions but adds IP allocation, revenue sharing, scope of work, exclusivity, liability, and termination — making it the governing document for the full commercial relationship. An NDA is typically signed first, before the alliance is negotiated.",{"use_template":461,"template_plus_review":465,"custom_drafted":469},{"best_for":462,"cost":463,"time":464},"Early-stage SaaS companies entering a straightforward platform integration or co-marketing alliance with no significant IP transfer","Free","1–2 hours",{"best_for":466,"cost":467,"time":468},"Any alliance involving IP contribution, revenue share, or exclusivity between companies with materially different leverage","$600–$1,500","3–5 business days",{"best_for":470,"cost":471,"time":472},"High-value alliances with complex IP structures, regulated industries, cross-border parties, or exclusivity in a competitive market","$3,000–$10,000+","2–4 weeks",[474,479,484,489],{"code":475,"name":476,"flag_asset_id":477,"note":478},"us","United States","flag-us","US software alliances are primarily governed by state contract law. IP assignment clauses must be explicit — joint ownership under US copyright law gives each co-owner independent licensing rights without accounting to the other. Non-compete and exclusivity clauses are unenforceable in California and increasingly scrutinized in other states. Export control laws (EAR, ITAR) may restrict the technology that can be shared with foreign alliance partners.",{"code":480,"name":481,"flag_asset_id":482,"note":483},"ca","Canada","flag-ca","Canadian IP law generally mirrors US treatment of joint ownership, making explicit foreground IP allocation equally important. Quebec contracts must be made available in French for provincially regulated entities. PIPEDA and provincial privacy laws (notably Quebec Law 25) impose consent and data transfer obligations relevant to any alliance involving shared customer data. Non-compete clauses are enforced more narrowly in Canada than in most US jurisdictions.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"uk","United Kingdom","flag-uk","Post-Brexit, the UK operates its own IP and data protection regime. Under UK copyright law, software created by employees in the course of employment is owned by the employer, but contributions from contractors default to the individual — alliances involving contractor-built components should include explicit assignment clauses. UK GDPR applies to any alliance processing personal data of UK residents and may require a Data Processing Agreement as an addendum. Non-compete clauses are enforceable if reasonable in scope and duration.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"eu","European Union","flag-eu","The EU Software Directive and individual member state IP laws govern software ownership; joint development agreements are recognized but foreground IP ownership must be explicit to avoid co-ownership complications that vary by member state. GDPR is directly applicable and any alliance involving transfer or processing of EU personal data requires a Data Processing Agreement and, for third-country transfers, Standard Contractual Clauses. Exclusivity and non-compete clauses in technology alliances may fall within EU competition law (Article 101 TFEU) and require assessment against block exemption thresholds.",[248,251,240,237,495,496,497,498,499,244,500,501],"independent-contractor-agreement-D160","technology-transfer-agreement-D919","reseller-agreement-D5202","service-level-agreement-D778","memorandum-of-understanding-D12548","custom-software-development-agreement-D787","intellectual-property-assignment-D5229",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":96,"secondary_folder":504,"document_type":505,"industry":506,"business_stage":507,"tags":508,"confidence":514},"partnerships-and-joint-ventures","agreement","software-and-technology","growth",[509,510,511,512,513],"partnership","alliance-agreement","software","joint-venture","strategic-partnership",0.92,"\u003Ch2>What is a Software Alliance Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Software Alliance Agreement\u003C/strong> is a legally binding contract between two or more independent technology companies that defines the terms of a strategic collaboration — covering joint development, platform integration, IP ownership, revenue sharing, exclusivity, confidentiality, and termination. Unlike a simple licensing arrangement or an NDA, it governs the entire bilateral relationship: both parties contribute assets or capabilities, both parties have ongoing obligations, and the agreement must precisely allocate the legal consequences if the collaboration produces valuable new software, generates revenue, or breaks down. It functions as the constitutional document of the alliance, preventing informal understandings from creating ambiguous claims over code, data, or customers.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written software alliance agreement, every valuable output of the collaboration is legally contested by default. Software developed jointly defaults to co-ownership under most copyright regimes — giving each party the independent right to license or transfer the code to a competitor without notice or compensation. Revenue generated through the partnership has no contractual split, leaving resolution to goodwill. Confidential technical architecture shared to enable the integration has no post-termination protection. When the partnership ends — or when one party is acquired — these gaps become disputes that cost significantly more to litigate than a well-drafted agreement would have cost to prepare. This template gives you an attorney-reviewed structure that closes all four gaps, adapted for software-specific concerns including API access rights, data processing obligations, and version-level IP boundaries.\u003C/p>\n",1781186021961]