软件开发合同-英文版.docx

软件开发合同英文版Software Development ContractParties involved:1. Client: Clients Name, herein referred to as “Client” or “Customer”2. Developer: Developers Name, herein referred to as “Developer” or “Contractor”Overview:This Software Development Contract (the “Contract”) is entered into and between the Client and the Developer. The Client desires the Developer to create and deliver a software product (the “Product”) according to the specifications outlined in Exhibit A attached hereto.Terms and Conditions:Services1. The Developer agrees to develop, create, and deliver the Product to the Client in accordance with the specifications outlined in Exhibit A.2. The Developer shall provide necessary updates, modifications, and support for the Product as mutually agreed upon the parties.Timeline and Delivery1. The Developer shall plete the development of the Product within the timeline specified in Exhibit B attached hereto.2. The Developer shall deliver the Product to the Client upon pletion, as outlined in Exhibit C attached hereto.Payment1. The Client agrees to pay the Developer the total fees specified in Exhibit D attached hereto, upon the delivery of the Product.2. The Client shall make payments to the Developer in accordance with the payment schedule outlined in Exhibit D.Intellectual Property1. The Developer shall transfer all right, , and interest in and to the Product to the Client upon full payment of the fees specified in Exhibit D.2. The Developer shall ensure that the Product does not infringe upon any thirdparty intellectual property rights.Confidentiality1. Both parties agree to mntn the confidentiality of any proprietary information exchanged between them, as outlined in Exhibit E attached hereto.Warranty1. The Developer warrants that the Product shall be free from defects and shall perform in accordance with the specifications outlined in Exhibit A.2. The Developer shall repr or replace any defective portion of the Product at no additional cost to the Client.Indemnification1. The Developer shall indemnify and hold the Client harmless agnst any clms, damages, or liabilities arising out of or in connection with the use of the Product.Termination1. This Contract may be terminated either party upon written notice to the other party, in accordance with the terms outlined in Exhibit F attached hereto.Dispute Resolution1. Any disputes arising out of or in connection with this Contract shall be resolved arbitration, as outlined in Exhibit G attached hereto.Miscellaneous1. This Contract constitutes the entire agreement between the Client and the Developer, superseding all prior agreements and understandings, whether written or oral.2. This Contract may be amended or modified only a written instrument executed both parties.IN WITNESS WHEREOF, the parties have executed this Software Development Contract as of the Effective Date.Client: _Name: _Date: _Developer: _Name: _Date: _(Signatures must be notarized)Exhibit A: Product SpecificationsExhibit B: TimelineExhibit C: DeliveryExhibit D: Payment TermsExhibit E: ConfidentialityExhibit F: TerminationExhibit G: Dispute Resolution第二篇范文：第三方主体+甲方权益主导Parties involved:1. Client: Clients Name, herein referred to as “Client” or “Customer”2. Developer: Developers Name, herein referred to as “Developer” or “Contractor”3. ThirdParty: ThirdPartys Name, herein referred to as “ThirdParty”Overview:This Software Development Contract (the “Contract”) is entered into and between the Client and the Developer, with the involvement of the ThirdParty. The Client desires the Developer to create and deliver a software product (the “Product”) according to the specifications outlined in Exhibit A attached hereto, with the support and involvement of the ThirdParty.Terms and Conditions:Services1. The Developer agrees to develop, create, and deliver the Product to the Client in accordance with the specifications outlined in Exhibit A, with the assistance and involvement of the ThirdParty.2. The ThirdParty shall provide necessary expertise, resources, and services to support the Developer in the development and delivery of the Product, as mutually agreed upon the parties.Timeline and Delivery1. The Developer, with the support of the ThirdParty, shall plete the development of the Product within the timeline specified in Exhibit B attached hereto.2. The Developer, with the assistance of the ThirdParty, shall deliver the Product to the Client upon pletion, as outlined in Exhibit C attached hereto.Payment1. The Client agrees to pay the Developer the total fees specified in Exhibit D attached hereto, upon the delivery of the Product.2. The Client shall make payments to the Developer in accordance with the payment schedule outlined in Exhibit D, and shall ensure the timely payment to the ThirdParty for their services and involvement.Intellectual Property1. The Developer shall transfer all right, , and interest in and to the Product to the Client upon full payment of the fees specified in Exhibit D.2. The ThirdParty shall assign and transfer all right, , and interest in and to any intellectual property created or developed them during the course of the Contract to the Client, upon full payment for their services and involvement.Confidentiality1. Both parties, along with the ThirdParty, agree to mntn the confidentiality of any proprietary information exchanged between them, as outlined in Exhibit E attached hereto.Warranty1. The Developer warrants that the Product shall be free from defects and shall perform in accordance with the specifications outlined in Exhibit A.2. The ThirdParty warrants that the services and expertise provided shall be of satisfactory quality and shall meet the requirements specified the Client.3. The Developer and the ThirdParty shall repr or replace any defective portion of the Product or services at no additional cost to the Client.Indemnification1. The Developer and the ThirdParty shall indemnify and hold the Client harmless agnst any clms, damages, or liabilities arising out of or in connection with the use of the Product or services provided.Default and Termination1. In the event of a default either the Developer or the ThirdParty, the Client shall have the right to terminate this Contract, as outlined in Exhibit F attached hereto.2. The Client shall have the right to seek damages and equitable relief in the event of a default the Developer or the ThirdParty.Dispute Resolution1. Any disputes arising out of or in connection with this Contract shall be resolved arbitration, as outlined in Exhibit G attached hereto.ThirdParty Benefits and Obligations1. The ThirdParty shall provide the Developer with the necessary expertise, resources, and services to ensure the timely and satisfactory pletion of the Product.2. The ThirdParty shall assign and transfer all right, , and interest in and to any intellectual property created or developed during the course of the Contract to the Client.3. The ThirdParty shall be end to receive payments for their services and involvement, as outlined in the payment schedule in Exhibit D.Miscellaneous1. This Contract constitutes the entire agreement between the Client, the Developer, and the ThirdParty, superseding all prior agreements and understandings, whether written or oral.2. This Contract may be amended or modified only a written instrument executed all parties.IN WITNESS WHEREOF, theparties have executed this Software Development Contract as of the Effective Date.Client: _Name: _Date: _Developer: _Name: _Date: _ThirdParty: _Name: _Date: _(Signatures must be notarized)Exhibit A: Product SpecificationsExhibit B: TimelineExhibit C: DeliveryExhibit D: Payment TermsExhibit E: ConfidentialityExhibit F: TerminationExhibit G: Dispute ResolutionConclusion: ThirdParty Involvement and甲方权益主导的意义The inclusion of a ThirdParty in this Software Development Contract adds an additional layer of expertise and resources to the development process, ensuring the timely and satisfactory pletion of the Product. The ThirdPartys involvement also serves to mitigate risks associated with the development process, as they bring specialized knowledge and experience to the project.In this Contract, the rights and interests of the Client are prioritized, with additional clauses and provisions designed to protect and enhance their position. This includes robust confidentiality clauses, warranty provisions, and indemnification terms that shift the burden of risk onto the Developer and the ThirdParty. The Client also retns the right to terminate the Contract in the event of a default either party, providing them with leverage and ensuring that their interests are protected.The purpose of this Contract is to establish a clear and prehensive agreement that outlines the responsibilities, obligations, and rights of all parties involved in the software development process. prioritizing the Clients interests and incorporating a ThirdParty, the Contract ms to ensure the successful pletion of the Product, while also minimizing the risks and potential disputes that may arise during the development process.The involvement of a ThirdParty in the development process can bring several benefits to the Client. The ThirdPartys expertise and resources can enhance the quality and efficiency of the Product development, leading to a better end result. Additionally, the ThirdParty can provide an objective perspective and help resolve any disputes or issues that may arise between the Client and the Developer.Overall, the inclusion of a ThirdParty in this Contract, along with the prioritization of the Clients interests, serves to create a balanced and mutually beneficial agreement that ensures the successful pletion of the software development project.