Software Development S Partnership Agreement Template (Page 2 of 3) in pdf

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Partnership in making contracts, and subject to a limit of $_________, to incur debts in the Partnership

name or its credit. Debts exceeding $__________ require the consent of both parties.

1.6

Insurance and Records. The Partners shall be jointly responsible for maintaining complete and

accurate records of the Partnership’s business, and for placing and maintaining adequate insurance

coverage for the business.

Article II – Development, Marketing & Support of Software

2.1

Development. The parties intend that the Software will be developed in accordance with the

milestones set out in the attached Schedule A - Development Milestones, and will perform according

to the specifications set out in the attached Schedule B – Functional Specifications. PARTNER 1 shall

write and prepare the Software and any and all support and/or training materials necessary to

market the program.

2.2

Marketing and Sales of Software. Once the Software has been developed, the parties shall work

together to market and sell the Software, on such terms and for such price as the parties may agree.

PARTNER 2 shall be primarily responsible for marketing the Software in the geographic territory(ies)

set out in Schedule C. PARTNER 1 shall make him/herself reasonably available for consultation and

demonstration of the Software to prospective customers and distributors, and to answer technical

questions regarding the use of the Software.

2.3

Ongoing Support. PARTNER 1 shall be responsible for writing any and all updates, changes or

modifications to the Software as and when necessary. PARTNER 2 shall be responsible for making

such updates, changes and modifications available to distributors and end users.

2.4

Obligations of Partners. Each Partner agrees to devote sufficient time, energy and attention to

the duties set out in this Agreement in order to complete the Software in a reasonably efficient and

expeditious manner. Each Partner agrees to provide prompt, courteous and professional efforts to

promote the sale of the Software. Each Partner agrees to refrain from doing any act, or from failing to

act in a manner that would hurt, prejudice or impair the sale or development of the Software.

Article III – Ownership of Intellectual Property

3.1

[if joint ownership] The parties shall joint retain all right, title and interest in and to the

Software, including all modifications, enhancement, modifications, fixes and upgrades thereto and

derivative works therefrom, and shall jointly apply for and register all applicable trademarks, trade

names, service marks and related logos with respect to the Software. Both parties shall receive equal

credit and attribution for developing and delivering the Software.

3.1

[if NOT joint ownership] ____________[name of party retaining ownership] shall retain all

right, title and interest in and to the Software, including all modifications, enhancement,

modifications, fixes and upgrades thereto and derivative works therefrom, and shall apply for and

respect to the Software. _______ shall license to _________ [name of other party] on a royalty-free,

non-exclusive basis the right to use the Marks for the purpose of fulfilling his/her obligations with

respect to the Partnership. Both parties shall receive equal credit and attribution for developing and

delivering the Software.

Article IV – Revenues and Expenses

4.1

Revenues. All revenues collected from sales of the Software, and all capital contributions

received from the Partners, shall be deposited in the Partnership’s operating account. All expenses

directly attributable to the development, marketing, sale, production and distribution of the Software

shall be paid from the operating account.

4.2

Signing Authority. Cheques and other withdrawals from the operating account shall require

the signature of both parties.

Software Development S Partnership Agreement Template Page 2

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