This software development agreement (the „agreement“ or „software development agreement“) indicates the terms and conditions that govern the contractual agreement between [Developer.Company] and its principal establishment [Developer.Address] with [Developer.Address] and [Client.Company] with its main place of activity [Client.Address] (the „customer“) that agrees to be bound to this agreement. The client has designed [QUICK DESCRIPTION OF SOFTWARE] that is described in more detail on Schedule A, and the developer is a contractor with whom the client has an agreement to develop the software. The developer undertakes to compensate, defend and protect the client from and before all lawsuits and fees of any type related to the software, including reasonable legal fees due to the violation of third party intellectual rights by the developer. The client instructs the developer and developer to be mandated by the client to develop the software in accordance with the specifications attached to Schedule A (the „specifications“). The developer will not provide third-party information about the customer`s business activity, software details, including but not limited to information about the software code, specifications or customer affairs („Confidential Information“), (ii) copies of confidential information or content based on the concepts used in confidential information for personal use or distribution, unless the customer is asked to use confidential information other than for the exclusive interest of the customer. The client may require appropriate changes to specifications and tasks related to the implementation of specifications. If the customer requests such a change, the developer will do his best to implement the requested change at no additional cost to the customer and without delaying the delivery of the software. In the event that, at the sole discretion of the developer, the proposed change requires a delay in the delivery of the software or entails additional costs for the customer, customer and developer will withdraw the proposed change or ask the developer to provide the software with the proposed change and subject to delay and/or additional load. The client agrees and recognizes that the judgment, whether there are delays or additional costs, is only taken by the developer. The software works to specifications on or before the delivery date. The parties recognize and accept that the client holds all intellectual property rights to the software, including, but not limited to, copyright and trademark rights. The developer undertakes not to claim such intellectual property of the software at any time before or after the delivery of the software to the customer.
This software development agreement and interpretation of its terms are governed by state laws and are subject to the exclusive jurisdiction of the federal and regional courts of [County] , [state].