[{"data":1,"prerenderedAt":519},["ShallowReactive",2],{"document-software-development-and-publishing-agreement-D802":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":35,"customDescModule":173,"customdescription":6,"mdFm":174,"mdProseHtml":518},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"SOFTWARE DEVELOPMENT AND PUBLISHING AGREEMENT This Software Development and Publishing 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: [COMPANY NAME] (the \"Developer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS Company is in the business of developing and publishing multimedia software programs and desires to have Developer develop a multimedia software program for Company to publish; Developer is skilled in the development of multimedia software programs and desires to develop a multimedia software program for Company and to have Company publish such program; THEREFORE, Company and Developer agree as follows: AGREEMENT Definitions As used in this Agreement, the following terms shall have the following meanings: \"Work\" shall mean the multimedia software program known as [SPECIFY], and its documentation and related items as more fully described in Exhibit [SPECIFY] hereto. \"Specifications\" shall mean the description of the Work as set forth in Exhibit [SPECIFY] hereto. \"Derivative Work\" shall mean any computer software program, board game or electronic game which either (i) constitutes a derivative work of the Work within the meaning of that term under the [COUNTRY] copyright law or (ii) produces audiovisual effects which would infringe the copyright in the audiovisual effects contained in the Work. \"Derivative Products\" shall mean any product or medium other than a computer program, board game or electronic game which is based on or derived from the Work or any audiovisual effects produced by the Work or any characters or themes therein. Derivative Products include, without limitation, [SPECIFY]. \"Net Receipts\" shall mean Company's gross receipts (exclusive of sales, use, excise and other taxes reimbursed by customers, interest, finance charges, insurance and shipping costs) from all sales, licenses or other transactions described in Section 8.1 below, less (a) sales commissions paid to independent sales representatives; (b) the amount of any credits or refunds for returns; (c) any credits, discounts, rebates and promotional allowances to customers; and (d) the amount of any sales or use taxes required to be paid or withheld by Company with respect to the payments due Developer hereunder. The amounts deducted under items (a) through (d) above shall be reasonable and consistent with the amounts customarily paid in the industry for such items. \"Errors\" shall mean any deviations from the Specifications and any deviations from commonly accepted standards for normal and correct operation of computer programs, even if not explicitly mentioned in the Specifications, such as any cases where the Work or a Derivative Work abnormally ceases functioning, produces incorrect or misleading information or erroneously interprets information given to it, and similar deviations. \"Subsidiary\" shall mean any company, which is controlled, directly or indirectly, by Company. \"Affiliate\" shall mean any company, which controls, is controlled by or is under common control with Company. \"Control\" shall mean possession of more than [PERCENTAGE %] of the equity interest or voting power of Company. DEVELOPMENT OF WORK FOR [COMPANY NAME] Developer shall develop the Work for Company as a custom program. The operation, capabilities and performance of the Work shall be as described in the Specifications. LICENSE OF WORK Upon acceptance of the Work, Company shall have and Developer hereby grants to Company the exclusive, worldwide rights and license to (a) prepare Derivative Works and Derivative Products based on the Work and license others to do so, and (b) copy, edit, publish, sell, license and distribute, with full rights to sublicense others to copy, edit, publish, sell, license and distribute, the Work and all Derivative Works and Derivative Products. DEVELOPER'S WARRANTIES AND INDEMNITIES Representations Developer represents and warrants to Company that (i) the Work, and all Derivative Works developed by Developer, will be original and will not infringe upon any patent, copyright, trade secret or other proprietary rights of others; (ii) Developer is the sole and exclusive owner of all rights in the Work subject only to the rights herein granted to Company; (iii) Developer has not previously granted and will not grant any rights in the Work to any third party which are inconsistent with the rights granted to Company herein; and (iv) Developer has full power to enter into this Agreement, to carry out its obligations herein contained and to grant the rights herein granted to Company. Indemnification 4.2.1. Developer shall indemnify Company and its customers and sublicensees for, and hold them harmless from, any loss, expense (including reasonable attorneys' fees), damage or liability arising out of any claim, demand or suit resulting from a breach of any of the foregoing warranties, but Developer shall have no liability under this indemnity where it is determined that Developer has not breached any of such warranties. Company shall promptly inform Developer in writing of any such claim, demand or suit and Developer shall fully cooperate in the defense thereof. 4.2.2. From the date of such written notice, Company shall have the right to withhold from any payments due Developer under the terms of this Agreement, and deposit in an interest-bearing escrow account with a commercial bank, reasonable amounts as security for Developer's obligations under this paragraph, unless Developer posts other security reasonably acceptable to Company. Upon resolution of the claim, the amounts in escrow including accrued interest thereon shall be distributed to Developer after deductions of the amounts required to be paid to Company or its customers or licensees under this indemnity. 4.2.3. Company shall not agree to the settlement of any such claim, demand or suit prior to a final judgment thereon without the consent of Developer, whose consent shall not be unreasonably withheld. Company and Developer shall bear equally the costs of any such settlement. Scope and Survival Company shall have the right to extend Developer's representations, warranties and indemnities contained herein to Company's customers and sublicenses and Developer shall be liable to the same extent as if such representations and warranties were made by Developer directly to such customers and sublicenses. The representations, warranties and indemnities stated in this paragraph shall survive the expiration or termination of this Agreement. DELIVERY AND ADVANCE PAYMENTS Deliverable Items Developer shall deliver the Work to Company in accordance with the Specifications, and Developer shall test the Work and all deliverable items thoroughly as set forth in the Specifications prior to delivery to Company. The Work shall include the following items: Complete source code listing of the program(s) comprising the Work with explanatory comments and a description of the operation of the program(s) all in the English language and in machine-readable form. Such user instructions, development aids, materials, know-how and instructions as set forth in the Specifications. Any other deliverable items set forth in Exhibit [SPECIFY]. Manner of Delivery All deliverable items shall be transmitted by Developer or Developer's agent to Company electronically via telephone at Developer's expense or such other means as Company shall designate at Company's expense. DEVELOPER SHALL NOT DELIVER ANY OF THE DELIVERABLE ITEMS IN ANY TANGIBLE MEDIUM UNLESS SPECIFICALLY AGREED BY PUBLISHER. 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WHEREAS, Licensee wishes to use the Software under the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows: Definitions When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: \"Acceptance\" of Software means completion of the acceptance testing process set forth in Section 3 of this Agreement. \"Agreement\" includes this agreement and its Schedules and Riders. \"Delivery Date\" is the date on which Licensor ships the Software to Licensee. \"Designated Environment\" means the computer equipment and software operating system described on Schedule C. \"Documentation\" means the user, system and installation documentation for the Software. \"Error\" means a material failure of the Software to function in conformity with the Specifications. \"License\" means the license granted by Licensor to Licensee to use the Software and Documentation in accordance with the terms and conditions of this Agreement. \"Licensed Copies\" means the number of copies of the Software and Documentation being licensed to the Licensee. \"Location(s)\" means Licensee's offices at the location(s) specified in Schedule D. \"Maintenance Agreement\" means the Software Maintenance Agreement between the parties effective as of the date of this Agreement. \"Price\" means the License Fees Licensee shall pay as specified in Schedule B. \"Rider\" refers to any riders attached to this Agreement, or any subsequently prepared document which the parties agree in writing to be considered a Rider. \"Schedule\" refers to any schedule attached to this Agreement, or any subsequently prepared document which the parties agree in writing to be considered a Schedule. \"Software\" means the computer programs specified in Schedule A in machine-readable, object code form, and any computer programs delivered to Licensee in machine-readable, object code form as Maintenance Releases and Product Releases (as these terms are defined in the Maintenance Agreement). \"Specifications\" means Licensor's current published Product Release Definitions. \"Target Date\" means the date set forth by which parties anticipate delivery of the Software. \"Warranty Period\" means [NUMBER] days from the date of Acceptance. Software License 2.1 License Licensor grants Licensee a non-exclusive, non-transferable license to (1) use the Software and Documentation solely for its internal operations at the Location(s) and on the Designated Environment, and (2) copy the Software and Documentation for archival or backup purposes only, provided that all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and that all copies shall be subject to the terms of this Agreement. 2.2 Distribution Except as explicitly provided herein, Licensee shall not: (1) make available nor distribute all or part of the Software or Documentation to any third party by assignment, sublicense or by any other means; (2) copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any of the Software or Documentation; or (3) use the Software to operate in or as a time-sharing, outsourcing, or service bureau environment, or in any way allow third party access to the Software. Installation And Acceptance Licensor shall use reasonable efforts to deliver the Licensed Copies of the Software and Documentation to the Location(s) on or about the Target Date. Licensee shall have [NUMBER] days from the Delivery Date to perform acceptance testing. Licensee's Acceptance of the Software shall occur at the earlier of Licensee's operational use of the Software, or the expiration of [NUMBER] days from the Delivery Date without the provision of notice by Licensee to Licensor of any Error(s). If Licensee provides notice to Licensor of any Error(s) and Licensor verifies the alleged Error(s), the Software shall be accepted upon Licensor's correction of such Error(s). Price And Payment 4.1 Price Licensee shall pay the Price in accordance with the payment plan set forth in Schedule B. Licensor shall invoice any additional costs reasonably incurred by Licensor in the delivery of the Software as they are incurred. Payment shall be made by Licensee to Licensor in full without any right of set-off or deduction, and Licensee shall pay the Price and such costs within [NUMBER] days from the date of invoice. 4.2 Tax Licensee shall be responsible for any applicable sales or use taxes or any value added or similar taxes payable with respect to the licensing of the Software, or arising out of or in connection with this Agreement, other than taxes levied or imposed based upon Licensor's income. In the event that Licensor pays any such taxes on behalf of Licensee, Licensor shall invoice Licensee for such taxes and Licensee agrees to pay such taxes in accordance with this Agreement. 4.3 Interest Failure by Licensee to pay any amounts invoiced under this Agreement in full in accordance with this Agreement shall make Licensee liable to pay Licensor interest at the rate of [%] per month on the remaining amount due, or at the highest amount permitted by applicable law such interest to accrue on a daily basis after as well as before any judgment relating to collection of the amount due. Proprietary Rights Licensee acknowledges and agrees that the copyright, patent, trade secret, and all other intellectual property rights of whatever nature in the Software, Documentation and Specifications are and shall remain the property of Licensor, and nothing in this Agreement should be construed as transferring any aspects of such rights to Licensee or any third party. Confidentiality 6.1 Confidential Information \"Confidential Information\", shall mean the Software, Documentation, Specifications, and terms and conditions of this Agreement. Licensee acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not reveal or disclose any Confidential Information for any purpose to any other person, firm, corporation or other entity, other than Licensee's employees with a need to know such Confidential Information to perform employment responsibilities consistent with Licensee's rights under this Agreement. Licensee shall safeguard and protect the Confidential Information from theft, piracy or unauthorized access in a manner at least consistent with the protections Licensee uses to protect its own most confidential information. Licensee shall inform its employees of their obligations under this Agreement and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by Licensor, to prevent any unauthorized disclosure, copying or use of the Confidential Information. Licensee acknowledges and agrees that in the event of the Licensee's breach of this Agreement, Licensor will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law","Licensor Oriented Software License Agreement","7",71,"https://templates.business-in-a-box.com/imgs/1000px/licensor-oriented-software-license-agreement-D795.png","https://templates.business-in-a-box.com/imgs/250px/795.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#795.xml",{"title":6,"description":6},[94,96],{"label":17,"url":95},"software-technology-business",{"label":17,"url":95},"software license agreement","/template/software-license-agreement-D795",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":103,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":108,"keywords":111,"url":112},"SOFTWARE MAINTENANCE AGREEMENT This Software Maintenance Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [Service Provider NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of the [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], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Service Provider will provide Client with certain maintenance services on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\" and identified in Exhibit A). The Client and Service Provider will hereinafter be referred to cumulatively as the \"Parties\" and singularly as the \"Party\". WHEREAS, Service Provider has created and implemented for Client certain software [SOFTWARE NAME] (hereinafter referred to as the \"Covered Software\" and identified in Exhibit B) pursuant to an agreement dated [DATE]; and WHEREAS, Service Provider has provided to Client certain software [SOFTWARE NAME] (hereinafter referred to as the \"Covered Software\" and identified in Exhibit B) pursuant to a software license agreement between the parties (the \"License Agreement\"); and 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: 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. FINANCIAL PROVISIONS [TIME AND MATERIALS AGREEMENT] Service Provider shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"] for maintenance services outlined in this agreement. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Maintenance Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Maintenance Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Maintenance Plan. DESCRIPTION OF MAINTENANCE SERVICES A. Support Services During the term of this Agreement, Service Provider will provide the services described herein so as to maintain the Covered Software in good working order, keeping it free from material defects so that the Covered Software shall function properly and in accordance with the accepted level of performance as set forth in the License Agreement. (1) Service Response. Service Provider will make available to Client a telephone number [NUMBER] for Client to call requesting service of the Covered Software. The Support Center HOTLINE operates during business hours, [BUSINESS HOURS], Monday through Friday, excluding legal holidays. Extended coverage is available for an additional fee. The HOTLINE can also be used to notify Service Provider of problems associated with the Covered Software and related documentation. B. Remedial Support Upon receipt by Service Provider of notice from Client through the Support Center HOTLINE of an error, defect, malfunction or nonconformity in the Covered Software, Service Provider shall respond as provided below: Severity 1: Produces an emergency situation in which the Covered Software is inoperable, produces incorrect results, or fails catastrophically. RESPONSE: Service Provider will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 1 problem as soon as reasonably possible, but in any event a response via telephone will be provided within one [X] hour(s). Service Provider will continue to provide best efforts to resolve Severity 1 problems in less than forty-eight (48) hours. The resolution will be delivered to Client as a work-around or as an emergency software fix. If Service Provider delivers an acceptable work-around, the severity classification will drop to a Severity 2. Severity 2: Produces a detrimental situation in which performance (throughput or response) of the Covered Software degrades substantially under reasonable loads, such that there is a severe impact on use; the Covered Software is usable, but materially incomplete; one or more mainline functions or commands is inoperable; or the use is otherwise significantly impacted. RESPONSE: Service Provider will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 2 problem as soon as reasonable possible, but in any event a response via telephone will be provided within four (4) hours. Service Provider will exercise best efforts to resolve Severity 2 problems within five (5) days. The resolution will be delivered to Client in the same format as Severity 1 problems. If Service Provider delivers an acceptable work-around for a Severity 2 problem, the severity classification will drop to a Severity 3. Severity 3: Produces an inconvenient situation in which the Covered Software is usable, but does not provide a function in the most convenient or expeditious manner, and the user suffers little or no significant impact. RESPONSE: Service Provider will exercise best efforts to resolve Severity 3 problems in the next maintenance release. Severity 4: Produces a noticeable situation in which the use is affected in some way which is reasonably correctable by a documentation change or by a future, regular release from Service Provider. RESPONSE: Service Provider will provide, as agreed by the parties, a fix or fixes for Severity 4 problems in future maintenance releases. C. Maintenance Services During the term of this Agreement, Service Provider will maintain the Covered Software by providing software updates and enhancements to Client as the same are offered by Service Provider to its licensees of the Covered Software under maintenance generally (\"Updates\"). All software updates and enhancements provided to Client by Service Provider pursuant to the terms of this Agreement shall be subject to the terms and conditions of the License Agreement between the parties. Updates will be provided on an as-available basis and include the items listed below: (1) Bug fixes; (2) Enhancements to market data service software provided by Service Provider to keep current with changes in market data services or as Service Provider makes enhancements;","Software Maintenance Agreement","8",67,"https://templates.business-in-a-box.com/imgs/1000px/software-maintenance-agreement-D805.png","https://templates.business-in-a-box.com/imgs/250px/805.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#805.xml",{"title":6,"description":6},[109,110],{"label":17,"url":95},{"label":17,"url":95},"software maintenance agreement","/template/software-maintenance-agreement-D805",{"description":114,"descriptionCustom":6,"label":115,"pages":116,"size":117,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":122,"keywords":126,"url":127},"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},[123],{"label":124,"url":125},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":129,"descriptionCustom":6,"label":130,"pages":131,"size":132,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":144},"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":137,"description":6},"non disclosure agreement nda",[139,141],{"label":30,"url":140},"business-legal-agreements",{"label":142,"url":143},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":146,"descriptionCustom":6,"label":147,"pages":87,"size":148,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":153,"keywords":158,"url":159},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), 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 \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[154,155],{"label":30,"url":140},{"label":156,"url":157},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":161,"descriptionCustom":6,"label":162,"pages":87,"size":163,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":168,"keywords":171,"url":172},"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",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},[169,170],{"label":30,"url":140},{"label":30,"url":140},"joint venture agreement","/template/joint-venture-agreement-D889",false,{"seo":175,"reviewer":187,"legal_disclaimer":191,"quick_facts":192,"at_a_glance":194,"personas":198,"variants":223,"glossary":250,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":449,"diy_vs_lawyer":462,"jurisdictions":475,"related_template_ids_curated":496,"schema":505,"classification":506},{"meta_title":176,"meta_description":177,"primary_keyword":178,"secondary_keywords":179},"Software Development and Publishing Agreement Template | Free Word Download","Free software development and publishing agreement template covering IP ownership, royalties, milestones, and distribution rights.","software development and publishing agreement",[180,181,182,183,184,185,186],"software publishing agreement template","software development agreement template","software development contract template","game publishing agreement template","software licensing agreement template","app development agreement template","software development and publishing agreement word",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":193,"legal_review_recommended":191,"signature_required":191},"advanced",{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"A Software Development and Publishing Agreement is a legally binding contract between a developer or development studio and a publisher that governs the creation, delivery, and commercial distribution of a software product. This free Word download covers IP ownership, milestone schedules, royalty structures, distribution rights, and termination conditions in a single structured document you can edit online and export as PDF.\n","Use it when a publisher is funding or co-funding a developer to build software — a game, SaaS product, mobile app, or enterprise tool — that the publisher will then distribute or sell commercially. It should be executed before any development work begins or any funding changes hands.\n","The agreement covers the development scope and milestone schedule, IP assignment or licensing terms, publisher advance and royalty rates, approval and quality assurance rights, distribution territory and channels, marketing obligations, audit rights, confidentiality, representations and warranties, and termination provisions including reversion rights.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Independent game developers","Securing a publisher deal for a game title with funding and distribution","persona-startup-founder",{"title":204,"use_case":205,"icon_asset_id":206},"Software publishers and distributors","Formalizing rights, milestones, and royalty terms before advancing funds to a developer","persona-small-business-owner",{"title":208,"use_case":209,"icon_asset_id":210},"Mobile app developers","Partnering with a platform or label to distribute and monetize an app globally","persona-freelancer",{"title":212,"use_case":213,"icon_asset_id":214},"SaaS founders seeking white-label distribution","Granting a publisher the right to resell or rebrand their software under a revenue-share model","persona-ceo",{"title":216,"use_case":217,"icon_asset_id":218},"Studios and development agencies","Contracting with an IP holder or brand to build and publish licensed software","persona-agency",{"title":220,"use_case":221,"icon_asset_id":222},"Venture-backed software companies","Entering a co-publishing arrangement with a strategic partner while retaining core IP","persona-operations-director",[224,228,232,236,239,242,246],{"situation":225,"recommended_template":226,"slug":227},"Developer retains IP and grants only a distribution license","Software Licensing Agreement","software-license-agreement-D795",{"situation":229,"recommended_template":230,"slug":231},"Publisher fully funds development and acquires all IP","Software Development Agreement (Work for Hire)","custom-software-development-agreement-D787",{"situation":233,"recommended_template":234,"slug":235},"Two parties co-developing software with shared ownership","Joint Development Agreement","joint-development-agreement-standard-D887",{"situation":237,"recommended_template":101,"slug":238},"Ongoing software maintenance and updates post-launch","software-maintenance-agreement-D805",{"situation":240,"recommended_template":115,"slug":241},"Contracting a freelance developer for a defined project","independent-contractor-agreement-D160",{"situation":243,"recommended_template":244,"slug":245},"Distributing existing software through a reseller network","Software Reseller Agreement","software-distribution-agreement-D804",{"situation":247,"recommended_template":248,"slug":249},"White-labeling software for a third-party brand","White Label Software Agreement","white-label-agreement-D13293",[251,254,257,260,263,266,269,272,275,278,281,284],{"term":252,"definition":253},"Advance","A non-refundable upfront payment from the publisher to the developer, recouped from future royalties before the developer receives additional earnings.",{"term":255,"definition":256},"Recoupment","The process by which a publisher recoups its advance and agreed development costs from the developer's royalty earnings before net royalties are paid out.",{"term":258,"definition":259},"Royalty Rate","The percentage of net revenue or gross receipts paid to the developer after the publisher recoups its advance and any contractually defined costs.",{"term":261,"definition":262},"Milestone","A defined, testable deliverable tied to a date and a payment tranche, used to track development progress and trigger funding installments.",{"term":264,"definition":265},"Gold Master","The final approved, release-ready version of the software that the developer delivers to the publisher for manufacturing or distribution.",{"term":267,"definition":268},"Reversion Rights","Contractual provisions that return IP ownership or distribution rights to the developer if the publisher fails to meet commercial or contractual obligations.",{"term":270,"definition":271},"Net Revenue","Gross receipts from software sales minus agreed deductions such as platform fees, returns, chargebacks, taxes, and distribution costs — the base on which royalties are typically calculated.",{"term":273,"definition":274},"Greenlight","A formal publisher approval at a designated milestone that authorizes the developer to proceed to the next phase of development.",{"term":276,"definition":277},"Territory","The geographic scope within which the publisher has the right to distribute, sell, or sublicense the software.",{"term":279,"definition":280},"First Refusal Right","A contractual right giving the publisher the option to match any third-party offer for the developer's next project before the developer accepts it.",{"term":282,"definition":283},"Work for Hire","A legal arrangement in which the developer creates the software as a commissioned work and all IP vests in the publisher from the moment of creation.",{"term":285,"definition":286},"Certification","The technical approval process conducted by a platform holder (e.g., Apple, Google, Sony, Microsoft) confirming the software meets quality and compliance standards for distribution.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Parties, recitals, and defined terms","Identifies the developer and publisher as legal entities, summarizes the purpose of the agreement, and defines key terms used throughout the contract.","This Software Development and Publishing Agreement ('Agreement') is entered into as of [DATE] between [DEVELOPER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Developer'), and [PUBLISHER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Publisher').","Using trade names instead of registered legal entity names — if the entity name on the contract doesn't match the signing party's incorporation documents, enforcement and IP chain-of-title become contested.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Development scope and milestone schedule","Defines the software to be built, the agreed feature set, target platforms, and the schedule of milestones with corresponding deliverables, acceptance criteria, and payment tranches.","Developer shall develop the Software described in Schedule A ('Scope of Work') and deliver each Milestone set out in Schedule B by the corresponding due date. Publisher shall review and accept or reject each Milestone within [14] business days of delivery.","Writing vague acceptance criteria — 'publisher satisfaction' without objective technical benchmarks gives publishers unilateral rejection power and gives developers no clear pass/fail target, leading to costly disputes mid-project.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Intellectual property ownership and assignment","States who owns the software, underlying code, assets, and derivative works — and whether ownership transfers to the publisher or the developer retains it with a license granted to the publisher.","Developer hereby assigns to Publisher all right, title, and interest in and to the Software, including all copyrights, patents, trade secrets, and other IP rights, worldwide. Developer retains ownership of its Pre-Existing IP listed in Schedule C, which is licensed to Publisher solely for use in the Software.","Failing to carve out the developer's pre-existing tools, engines, and code libraries. Without a Schedule C exclusion, the assignment clause can transfer ownership of reusable assets the developer needs for future projects.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Publisher advance and payment schedule","Sets out the total development advance, the installment amounts tied to each milestone, payment timing, and the conditions that trigger or suspend payment.","Publisher shall pay Developer a non-refundable advance of $[TOTAL ADVANCE] in installments as set out in Schedule B, each payable within [10] business days of written acceptance of the corresponding Milestone.","No cure period before payment suspension — allowing the publisher to withhold an entire milestone payment over a minor defect gives publishers disproportionate leverage and can starve the developer of operating cash.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Royalties, net revenue definition, and audit rights","Defines the royalty rate, the revenue base it applies to, permissible deductions, payment frequency, and the developer's right to audit the publisher's sales records.","Publisher shall pay Developer a royalty of [X]% of Net Revenue, defined as gross receipts less [platform fees not to exceed 30%, sales taxes, returns, and chargebacks]. Royalties shall be reported and paid quarterly within [45] days of period end. Developer may audit Publisher's records once per year with [30] days' notice.","Leaving 'net revenue' undefined or subject to unilateral publisher deductions — publishers have been found to deduct marketing, shipping, and overhead costs that eliminate royalties entirely, a practice sometimes called 'creative accounting.'",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Distribution rights, territory, and exclusivity","Grants the publisher the right to distribute, sell, sublicense, or publish the software across defined platforms, territories, and channels, and states whether the grant is exclusive.","Developer grants Publisher an exclusive license to distribute, sell, and sublicense the Software in [TERRITORY] via [PLATFORMS/CHANNELS] for the Term. Publisher may not sublicense distribution rights without Developer's prior written consent.","Granting worldwide exclusivity without a performance floor — if the publisher fails to actively sell in certain territories, the developer is locked out with no recourse. Include a minimum sales threshold or a right to reclaim inactive territories.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Marketing, promotion, and publisher obligations","States the publisher's minimum marketing commitments — budget, activities, launch support — and the developer's obligations to cooperate with marketing efforts.","Publisher shall commit a minimum marketing budget of $[AMOUNT] to the Software launch, covering [CHANNELS]. Publisher shall consult Developer on creative direction for marketing materials. Developer shall provide promotional assets and participate in up to [X] media appearances per quarter.","No minimum marketing obligation on the publisher — a publisher with exclusive rights who then underinvests in promotion can doom a product commercially while preventing the developer from doing anything about it.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Quality assurance, certification, and approval","Defines the QA and testing process, who bears certification costs, and the approval process for updates, patches, and DLC after launch.","Developer shall deliver a Gold Master to Publisher no later than [DATE]. Publisher shall conduct QA testing within [21] days. Costs of platform certification (e.g., Apple, Google, Sony) shall be borne by [PARTY]. Post-launch patches require Publisher approval within [5] business days.","Assigning all certification costs to the developer without a cap — platform certification can cost thousands of dollars per submission and per platform, and repeated rejections compound costs rapidly.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Termination, breach, and reversion rights","Sets out the conditions for termination by either party — including material breach, insolvency, and milestone failure — and what happens to the IP and distribution rights upon termination.","Either party may terminate for material breach upon [30] days' written notice if the breach is not cured within that period. Upon termination for Publisher's uncured breach, all IP rights and distribution licenses shall automatically revert to Developer, and Publisher shall deliver all source code and assets to Developer within [10] business days.","No automatic reversion of IP upon publisher insolvency — if the publisher enters bankruptcy, the software can be frozen in an estate for years without an automatic reversion clause triggered by insolvency proceedings.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Representations, warranties, and indemnification","Each party warrants that it has the authority to enter the agreement, that the software does not infringe third-party IP, and that each party will indemnify the other against claims arising from its own breach.","Developer warrants that the Software is Developer's original work, does not infringe any third-party IP, and contains no malicious code. Each party shall indemnify, defend, and hold harmless the other party from claims arising from its own breach of these warranties.","Broad mutual indemnification without a carve-out for open-source components — if the software includes GPL or LGPL code, the developer cannot warrant full IP ownership without disclosing and addressing the open-source license obligations.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Enter the parties' full legal entity names","Use each party's registered corporate name exactly as it appears in their incorporation documents. Include entity type (LLC, Inc., Ltd.) and jurisdiction of formation.","Request a Certificate of Good Standing from the other party before signing — it confirms the entity is active and authorized to contract.",{"step":345,"title":346,"description":347,"tip":348},2,"Define the software scope in Schedule A","Describe the software with sufficient specificity — target platforms, core feature list, technical requirements, and any brand or IP being licensed into the project. Attach wireframes or a Game Design Document if available.","Ambiguity in scope is the single most common cause of publishing disputes — if a feature is not in Schedule A, assume neither party agrees it is included.",{"step":350,"title":351,"description":352,"tip":353},3,"Build the milestone schedule in Schedule B","List every major deliverable with a due date, an objective acceptance standard, and the corresponding payment installment. Include a publisher review period (typically 10–21 business days) for each milestone.","Add a deemed-acceptance clause: if the publisher does not reject a milestone in writing within the review period, it is automatically accepted. This prevents indefinite holdups.",{"step":355,"title":356,"description":357,"tip":358},4,"Set the advance amount and payment triggers","Agree the total advance, the installment amounts tied to each milestone, and the payment timing — typically within 10 business days of milestone acceptance. Include a cure period before the publisher may withhold payment for minor defects.","Negotiate a kill fee for partial advances already paid if the publisher terminates early — this protects the developer's sunk costs.",{"step":360,"title":361,"description":362,"tip":363},5,"Define net revenue and the royalty rate","List every permissible deduction from gross receipts to arrive at net revenue — platform fees (cap at 30%), taxes, returns, and chargebacks only. Set the royalty rate and the quarterly payment and reporting cycle.","Require the publisher to provide a royalty statement with each payment showing gross receipts, each deduction line, net revenue, and royalty calculated — vague statements make auditing impossible.",{"step":365,"title":366,"description":367,"tip":368},6,"Specify territory, exclusivity, and performance floors","Name every territory and distribution channel covered by the license and whether exclusivity applies. If exclusivity is granted, add a minimum annual sales threshold or unit floor that the publisher must meet to retain exclusivity.","A tiered reversion clause — exclusivity converts to non-exclusive if sales fall below $[X] in any rolling 12-month period — protects the developer without requiring full termination.",{"step":370,"title":371,"description":372,"tip":373},7,"Complete the reversion and termination provisions","State the breach cure period (30 days is standard), list automatic termination triggers (insolvency, criminal conviction, change of control), and confirm that all IP and source code reverts to the developer on any publisher-caused termination.","Include a source code escrow arrangement so the developer's master repository is accessible to the publisher for maintenance if the developer dissolves — and vice versa for source code reversion.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute before any work begins or funds transfer","Both parties must sign before the developer writes a line of code or the publisher transfers the first advance installment. In common-law jurisdictions, work performed before a signed agreement can create implied licenses that override the written contract.","Use a dated e-signature platform to create a timestamped execution record. Store the fully executed agreement and all schedules together as a single PDF.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Undefined or publisher-controlled net revenue deductions","Publishers who can unilaterally define deductions have been found to charge marketing, overhead, and distribution costs that reduce net revenue to near zero, effectively eliminating developer royalties despite strong sales.","Enumerate every permissible deduction explicitly in the contract and cap platform fee deductions at 30%. Any deduction not listed is not permitted.",{"mistake":385,"why_it_matters":386,"fix":387},"No pre-existing IP carve-out in the assignment clause","A broad IP assignment without a Schedule C exclusion can inadvertently transfer ownership of the developer's reusable engine, proprietary libraries, or tools — assets the developer needs for every future project.","List all pre-existing IP in a Schedule C at signing and confirm it is licensed (not assigned) to the publisher for use solely in the covered software.",{"mistake":389,"why_it_matters":390,"fix":391},"Granting worldwide exclusivity with no performance floor","A publisher with exclusive worldwide rights who underperforms can block the developer from seeking other distribution for years, with no commercial remedy available.","Include a minimum sales or revenue threshold per territory or globally. If the floor is missed in a 12-month window, exclusivity automatically converts to non-exclusive.",{"mistake":393,"why_it_matters":394,"fix":395},"No automatic IP reversion on publisher insolvency","Without a clause triggering automatic reversion on insolvency, the software becomes an asset of the publisher's bankruptcy estate and can be frozen, sold, or tied up in proceedings for years.","Add an explicit termination trigger for insolvency, receivership, or assignment for benefit of creditors, with automatic IP and license reversion to the developer upon that event.",{"mistake":397,"why_it_matters":398,"fix":399},"Vague milestone acceptance criteria","Acceptance criteria written as 'publisher's reasonable satisfaction' without objective technical benchmarks give publishers the ability to reject milestones indefinitely, withholding payment while demanding unpaid extra work.","Attach a technical acceptance checklist to each milestone in Schedule B and include a deemed-acceptance clause if the publisher does not reject in writing within the review period.",{"mistake":401,"why_it_matters":402,"fix":403},"Signing after development has already started","Work performed before a signed agreement can create implied IP licenses or work-for-hire arrangements under common law that override the intended ownership structure in the written contract.","Execute the agreement — including all schedules — before any development work begins or any funds are transferred. If circumstances require a retroactive agreement, include a clause confirming it covers all prior work.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is a software development and publishing agreement?","A software development and publishing agreement is a legally binding contract between a developer — who builds the software — and a publisher — who funds, distributes, and commercializes it. It governs IP ownership, the milestone and payment schedule, royalty terms, distribution rights, and what happens if either party fails to perform. It is the foundational document for any commercial software publishing relationship and should be signed before development begins or money changes hands.\n",{"question":409,"answer":410},"Who owns the software IP under this agreement?","IP ownership depends entirely on how the agreement is negotiated. Under a work-for-hire structure, the publisher acquires all IP rights. Under a license model, the developer retains ownership and grants the publisher an exclusive or non-exclusive distribution license. Most modern publishing deals use a license model with reversion rights — the developer keeps the IP, but the publisher holds exclusive distribution rights for the contract term. The specific structure should be reflected clearly in the IP clause and Schedule C.\n",{"question":412,"answer":413},"What is a publisher advance and how is it recouped?","A publisher advance is an upfront payment from the publisher to the developer, structured as a recoupable investment against future royalties. The developer receives the advance to fund development but does not receive royalty payments until the publisher has recouped the advance from sales revenue. After recoupment, royalties are paid at the agreed rate on net revenue going forward. The advance is typically non-refundable — the developer does not owe it back if the game underperforms — unless the developer is in material breach.\n",{"question":415,"answer":416},"What royalty rate is standard in a software publishing agreement?","Royalty rates vary widely by industry segment. In video game publishing, developer royalties typically range from 15% to 35% of net revenue after recoupment, depending on the developer's leverage, the size of the advance, and exclusivity terms. For mobile apps and SaaS white-label arrangements, revenue shares of 20% to 50% are common. There is no universal standard — the rate reflects the relative bargaining power of each party and should always be paired with a clear, limited definition of net revenue.\n",{"question":418,"answer":419},"What are reversion rights and why do they matter?","Reversion rights are contractual provisions that return IP ownership or distribution rights to the developer if the publisher fails to meet its obligations — such as hitting sales minimums, paying royalties, or actively distributing the software. They are critically important because an exclusive distribution grant without reversion rights can trap a developer's software with an underperforming publisher indefinitely. Reversion clauses typically trigger on publisher insolvency, material breach, or failure to meet a minimum commercial performance threshold.\n",{"question":421,"answer":422},"Does a software development and publishing agreement need to be reviewed by a lawyer?","For most commercial publishing deals, yes — particularly where significant advances are involved, exclusivity is granted, or the software represents the developer's core IP. The IP ownership structure, net revenue definition, and termination and reversion provisions are technically complex and jurisdiction-sensitive. A lawyer review typically costs $1,000–$3,000 and is routinely worthwhile given that a typical publishing advance ranges from $50,000 to several million dollars. A template is a sound starting point, but specialist review before execution is strongly recommended.\n",{"question":424,"answer":425},"What happens if the publisher does not meet its marketing obligations?","If the publisher fails to meet a minimum marketing commitment written into the agreement, it constitutes a material breach — entitling the developer to serve a cure notice and, if uncured, to terminate and trigger reversion rights. This is why it is important to specify marketing obligations in concrete terms (minimum budget, launch channels, agreed media activities) rather than vague language like 'commercially reasonable efforts.' Vague obligations are nearly impossible to enforce.\n",{"question":427,"answer":428},"Can a developer sign separate agreements for different territories or platforms?","Yes — if the original agreement limits the publisher's territory or platform scope, the developer may engage additional publishers for uncovered territories or platforms. This is a common deal structure when one publisher has strong distribution in North America but no presence in Asia or Europe. The agreement should explicitly define which territories and platforms are covered so that both parties understand what remains available for separate arrangements.\n",{"question":430,"answer":431},"What should be in the milestone schedule?","Each milestone entry in the schedule should include a milestone name and description, the specific deliverables required, objective acceptance criteria (not just 'publisher satisfaction'), the due date, the publisher's review period, and the payment amount triggered by acceptance. Including a deemed-acceptance provision — where silence for 14 business days constitutes acceptance — prevents publishers from stalling milestone payments indefinitely by failing to respond.\n",[433,437,441,445],{"industry":434,"icon_asset_id":435,"specifics":436},"Video games and interactive entertainment","industry-saas","Milestone-based gold master delivery, platform certification costs, digital storefront revenue splits, and DLC publishing rights are all standard negotiation points unique to game publishing deals.",{"industry":438,"icon_asset_id":439,"specifics":440},"Mobile applications","industry-retail","App store platform fee deductions (Apple 15–30%, Google 15–30%) must be defined in the net revenue clause, and the agreement should address in-app purchase revenue treatment and operating system update obligations.",{"industry":442,"icon_asset_id":443,"specifics":444},"Enterprise software and SaaS","industry-fintech","White-label and OEM distribution arrangements require clear branding rights, data ownership provisions, uptime SLA references, and source code escrow terms given the mission-critical nature of enterprise deployments.",{"industry":446,"icon_asset_id":447,"specifics":448},"Education technology","industry-healthtech","FERPA and COPPA compliance representations are required for software handling student data, and the agreement should address content update obligations and curriculum alignment approvals that affect the publisher's institutional sales cycle.",[450,454,457,459],{"vs":451,"vs_template_id":452,"summary":453},"Software Development Agreement","software-development-agreement-D797","A standalone software development agreement covers only the build phase — scope, deliverables, and payment for development work. It does not address distribution rights, royalties, or post-launch commercial obligations. A software development and publishing agreement combines the build and distribution relationship into a single contract, making it the appropriate choice when the same party is both funding development and publishing the finished product.",{"vs":455,"vs_template_id":227,"summary":456},"Software License Agreement","A software license agreement governs the use of already-completed software — it grants defined usage rights without funding or directing development. A publishing agreement governs the creation and commercial distribution of software that does not yet exist, including milestone funding, QA, and royalties. If the software is already built, use a license agreement; if it still needs to be built, use a publishing agreement.",{"vs":115,"vs_template_id":241,"summary":458},"An independent contractor agreement engages a developer for a fixed project at a flat or hourly rate, typically with all IP transferring to the client as work for hire. A publishing agreement is a commercial partnership — the developer retains more control and IP, shares in commercial upside through royalties, and the publisher takes on distribution obligations. The two documents serve fundamentally different commercial relationships.",{"vs":234,"vs_template_id":460,"summary":461},"D{JOINT_DEVELOPMENT_AGREEMENT_ID}","A joint development agreement is appropriate when two parties are co-developing software together, sharing costs, resources, and IP ownership. A publishing agreement has a clearer division of roles — one party builds, one party funds and distributes — and typically involves one party's IP being licensed to the other rather than jointly owned. Joint development introduces co-ownership complexity that publishing agreements are specifically designed to avoid.",{"use_template":463,"template_plus_review":467,"custom_drafted":471},{"best_for":464,"cost":465,"time":466},"Early-stage developers and small publishers negotiating deals under $50,000 in advances with straightforward domestic distribution","Free","1–2 hours to complete",{"best_for":468,"cost":469,"time":470},"Deals involving advances of $50,000–$500,000, exclusivity clauses, or multi-platform distribution across two or more territories","$1,000–$3,000","3–7 days",{"best_for":472,"cost":473,"time":474},"Major publishing deals with advances above $500,000, multi-territory exclusivity, equity components, or complex IP portfolios requiring chain-of-title clearance","$5,000–$20,000+","2–6 weeks",[476,481,486,491],{"code":477,"name":478,"flag_asset_id":479,"note":480},"us","United States","flag-us","US copyright law automatically vests in the creator unless the work qualifies as 'work for hire' under 17 U.S.C. §101 — commissioned software only qualifies if it falls into specific statutory categories and a written work-for-hire agreement is signed. Non-compete clauses in publishing agreements are unenforceable in California. State-specific UCC provisions may apply to software transactions, and choice-of-law clauses are generally enforced between commercial parties.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"ca","Canada","flag-ca","Canadian copyright law similarly vests in the author by default; assignment must be in writing and signed to be effective. Quebec publishers and developers must have French-language contract versions for provincially-regulated entities. PIPEDA and provincial privacy laws may impose data handling obligations if the software collects personal information from Canadian users. Royalty payments to non-resident developers may be subject to Part XIII withholding tax under the Income Tax Act.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"uk","United Kingdom","flag-uk","UK copyright in software created by an employee vests in the employer, but IP created by an independent developer vests in the developer — making an explicit written assignment essential. Post-Brexit, UK and EU distribution rights must be addressed separately in the territory clause. The UK's Video Games Tax Relief (VGTR) may affect the structuring of development funding arrangements. Restraint of trade clauses, including exclusivity and non-solicitation provisions, are subject to reasonableness review under English common law.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"eu","European Union","flag-eu","The EU Software Directive (2009/24/EC) provides specific copyright protections for software and limits the scope of lawful decompilation rights granted to licensees — publishers should not grant end users rights beyond those mandated. GDPR applies if the software processes personal data of EU residents, and data processing obligations should be addressed in a separate DPA or within the agreement. Several EU member states require that royalty agreements be registered or notified to collecting societies in specific content categories.",[231,227,238,241,497,498,499,500,501,502,503,504],"non-disclosure-agreement-nda-D12692","intellectual-property-assignment-D5229","joint-venture-agreement-D889","revenue-sharing-agreement-D13477","service-agreement-D12711","website-development-agreement-D14084","technology-licensing-agreement-D13434","partnership-agreement-D12551",{"emit_how_to":191,"emit_defined_term":191},{"primary_folder":140,"secondary_folder":507,"document_type":508,"industry":509,"business_stage":510,"tags":511,"confidence":517},"development-agreements","agreement","software-and-technology","all-stages",[512,513,514,515,516],"contract","software-development","publishing-agreement","ip-ownership","royalty-structures",0.92,"\u003Ch2>What is a Software Development and Publishing Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Software Development and Publishing Agreement\u003C/strong> is a legally binding contract between a \u003Cstrong>developer\u003C/strong> — the individual, studio, or company building the software — and a \u003Cstrong>publisher\u003C/strong> — the entity funding, distributing, and commercially exploiting it. The agreement governs the entire lifecycle of the commercial relationship: the development scope and milestone payment schedule, IP ownership or licensing terms, advance recoupment and royalty calculations, distribution territory and exclusivity, marketing obligations, quality assurance approvals, and what happens to the software if either party fails to perform or the relationship ends. Unlike a simple development contract or a standalone license, this document addresses both the creation and the commercialization of the software in a single enforceable instrument.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed publishing agreement in place before development begins, both parties operate in a legal vacuum with significant exposure on multiple fronts. Developers who start work without a contract risk losing IP ownership through implied work-for-hire arrangements, receiving no royalties despite commercial success, or being locked into an exclusive distribution relationship with a publisher who underinvests in sales. Publishers who advance funds without a signed milestone schedule have no enforceable delivery obligations, no quality acceptance rights, and no recourse if the developer abandons the project or shops the IP to a competitor. A properly drafted software development and publishing agreement eliminates these risks by creating clear, documented obligations on both sides — establishing exactly who owns what, what gets built by when, how revenue is shared, and what each party can do if the other defaults. This template gives you a professionally structured starting point that covers every critical clause, from advance recoupment to IP reversion, so that your commercial relationship is built on a foundation of written terms rather than assumptions.\u003C/p>\n",1779808995928]