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The attached documents describe the image management functionality we are looking for.
This project is an addition of a module to the www.referhub.com website. I am looking for a long term relationship with a developer and have more projects beyond this one. If the developer chosen to do this project completes it satisfactorily within the timeframe, then that developer will be given strong consideration for other work that needs to be performed on www.referhub.com
The functionality described in the attached documents must fully interface with the existing website.
The rest of the referhub.com project is described in the "E commerce multilevel marketing website" project that I posted.
While we do not require it, developers who are agreeable to an escrow process in which the developer gets paid after the project is functional will be given higher consideration.
Whoever accepts work on this project agrees to the terms of the contract below.
SOFTWARE DEVELOPMENT AGREEMENT
This Agreement ("Agreement") is made effective as of
, 2006 ("Effective Date") by and between The Jonathan Van Ee Company, LLC, of San Jose, California ("Company"), and _____________________ ("Developer").
The parties agree as follows:
1. Software. The software is the software described in the narrative found above and in the drawings attached hereto (the software described in this Agreement and in the Agreement's exhibit is referred to herein as the "Software"). Developer hereby assigns to Company all right in any Software that is developed under this Agreement. In addition, Developer will not have any right to assign, alienate, or otherwise use the Software without the express written consent of Company. Developer hereby agrees to develop and implement the Software such that it functions fully in the manner described herein and in the exhibits hereto.
2. License Grant. Developer grants to Company a worldwide, personal, royalty-free, exclusive, assignable and transferable license to use and otherwise own the Software. Developer will not have the right to incorporate any portion of the Software in any products, including, but not limited to, other software projects. Developer is expressly prohibited from licensing or distributing the Software in either source code or object code form to any third party, without the prior written permission of Company, and any such attempted license or distribution is a material breach of this Agreement.
Developer acknowledges that the Software contains intellectual property belonging exclusively to Company. Developer acknowledges and agrees that this Agreement does not grant any right, title or interest in and to any patents, copyrights, trade secrets, trademarks or other property rights or rights of ownership in the Software in whatever form. All rights not expressly granted by Company hereunder are reserved by Company.
3. Termination. Company shall have the right to terminate this Agreement for a material breach by Developer which breach is not cured within thirty (30) days following written notice of such breach. Upon termination or expiration of this Agreement, (i) all licenses granted under this Agreement will immediately become sole property of Company, (ii) Developer shall cease all use of the Software, and (iii) Developer shall give Company a magnetic copy of the Software as it exists at the time of termination, and any written documentation that facilitates the interpretation of the Software. Developer shall then destroy all copies of the Software in its possession or under its control within ten (10) days.
5. No Assignment. Neither this Agreement nor the rights or obligations hereunder, either in whole or in part, may be assigned or otherwise transferred, whether voluntarily or by operation of law, by Developer without the prior written consent of Company, which consent may be withheld in Company's sole discretion, and any attempted transfer or assignment is null and void and shall be deemed a material breach of this Agreement.
6. Confidentiality. Developer hereby acknowledges that the Company represents that the Software and all descriptions of the Software, in whatever form, are valuable trade secrets of Company. Developer agrees to hold such trade secrets and the Software in strict confidence, and not to use or disclose such trade secrets or the Software except as expressly provided herein. Developer further acknowledges that Company retains all title to the Software recorded on the original media and all subsequent copies regardless of the form or media.
Developer may disclose the Software to: (i) its employees and contract employees, who have a need to know, and (ii) any other party with Contractor's prior written consent.
Nothing contained in this Agreement gives Developer the right to use, disclose, publish or disseminate, except as set forth elsewhere in this Agreement (A) any financial or statistical data, or data reflecting strategies of Company, or (B) anything that is not of a general nature, such as the business plans or business secrets of Company; or (C) any license rights under patents, copyrights, design rights or trade or service marks of Company.
7. Care and Responsibility. Developer agrees to exercise reasonable care in the safeguarding and preservation of all Software at all times. Licensee shall if requested in writing by Company, destroy all full and partial copies of the Software. Developer shall also certify in writing to Company that all such materials have been returned to Company or destroyed.
8. Inspection Rights. Company shall have the right, upon reasonable advance notice, to have a third party inspect Developer's facilities and records in order to verify that the use and disclosure of all Software is as permitted under this Agreement. Company also has the right to have a third party run performance tests of the Software to establish that it will function properly in real world conditions.
9. Warranty. Developer warrants that the Software will be free of errors and that it will be suitable for Company's use. Developer expressly warrants that the Software does not and will not infringe on any rights of a third party. Developer agrees to indemnify Company in the event that a third party seeks compensation from Company on the grounds that the third party's rights have been infringed by the Software. Developer further warrants that no part of the Software will be programmed for a purpose inconsistent with carrying out the purposes of the Software as found in the descriptions of the same.
10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents and by the laws of the United States.
11. Arbitration. Any and all disputes arising out of or otherwise connected with this Agreement shall be decided by binding arbitration in Santa Clara County, California. The parties shall appoint an arbitrator by consensus. If such consensus is not possible, a judge of the Superior Court of the County of Santa Clara shall appoint an arbitrator.
12. Relationship of the Parties. Each of the parties shall at all times during the term of this Agreement act as, and shall represent itself to be, an independent contractor, and not an agent or employee of the other. Neither this Agreement, nor disclosure of the Software in any way: (i) obligates Company to perform any work, enter into any license, business engagement or other agreement; (ii) limits Company from developing, manufacturing or marketing products or services that may be similar to the Software; (iii) or limits Company from entering into a business relationship with any other parties.
13. Waiver. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited by this Agreement.
14. Injunctive Relief. The copying or use of the Software in a manner inconsistent with any provision of this Agreement may cause irreparable injury to Company for which Company may not have an adequate remedy at law. Company shall be entitled to seek equitable relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions.
15. Severability. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired.
16. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed properly delivered, given or served when (i) personally delivered against receipted copy; or (ii) sent by e-mail and confirmed received.
17. Entire Agreement. This Agreement consists of twenty (20) paragraphs and any Exhibits referenced therein and represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous representations, understandings and agreements, whether oral or written, with respect to such subject matter. This Agreement may be modified only by a writing executed by both parties.
Further, this Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. If this Agreement is executed in counterparts, no signatory hereto shall be bound until both the parties named below have duly executed or caused to be duly executed a counterpart of this Agreement.
18. Effective Date. By ___________________(insert date) (the Effective Date) the Developer will have a fully functional version of the Software operational at the www.referhub.com address. As of that time, the website will be accessible only with a password by authorized users. Developer will perform real world tests to ensure the Software functions in the real world. Company will also have a third party test the Software at that time (the "Tester"). The testing period shall continue for four (4) months following the Effective Date.
19. Financial Testing. In addition to the Tester, the Company may have another entity test the Software with respect to security of financial information and payment or transfer of funds (the "Financial Tester"). If after those four months, the Tester establishes that the Software meets the specifications established above and in this Agreement, then Company shall pay Developer $________________. The Tester may not establish that the Software meets the specifications without the approval of the Financial Tester. If the Tester does not find that the Software meets all the specifications above and in this Agreement, then Company shall not pay Developer any funds and this Agreement shall fully terminate with no further obligation or entitlement to payment of any kind on the part of any party to this Agreement.
The Tester and Financial Tester shall have periodic access to the software as it is developed.
20. Control of Financial Information. Developer shall allow the Financial Tester, or Company, or an entity designated in writing by Company to have exclusive access to, and control over, the financial information in, or connected to, the Software.
The Jonathan Van Ee Company, LLC
By: Jonathan Van Ee