| |
|
|
| |
|
For use where a
software supplier
has newly developed
software that it
wishes to make
available to
selected customers
for testing purposes
prior to general
release of the
software....
|
|
|
|
| |
|
For use where a
software supplier
allows customer to
order software via a
website. The
customer is required
to click on a button
on the website which
indicates its
acceptance of the
terms and conditio...
|
|
|
|
| |
| Product Evaluation Agreement |
|
|
For use where a
supplier of software
and/or hardware
products wants to
make them available
to a potential
customer for
evaluation purposes
prior to the
customer deciding
whether to purchase
the produc...
|
|
|
|
| |
| Rental Agreement (Hardware and Software) |
|
|
For use where a
supplier agrees to
rent (rather than
sell and license)
hardware and
software to a
customer. Does not
include provisions
for hardware
maintenance or
software support. If
maintenance/sup...
|
|
|
|
| |
|
For use where
software is supplied
in a sealed package.
The customer is
provided with the
opportunity to read
the terms and
conditions of the
License before
opening the sealed
package containing
the s...
|
|
|
|
| |
| Software License Agreement (Supply only) |
|
|
Provides a license
for a customer to
use software with
certain licensing
restrictions to be
specified by the
supplier, if
required, and
otherwise without
restriction. This
version of a
software licens...
|
|
|
|
| |
| Software License Agreement (Supply/Install/Test) |
|
|
Provides a license
for a customer to
use software with
certain licensing
restrictions to be
specified by the
supplier, if
required, and
otherwise without
restriction. This
version of a
software licens...
|
|
|
|
| |
| Software License and Support Agreement |
|
|
Provides a license
for a customer to
use software with
certain licensing
restrictions to be
specified by the
supplier, if
required, and
otherwise without
restriction.
Requires the
supplier to deliver
...
|
|
|
|
| |
| Software Development, License and Support Agreement |
|
|
For use where a
customer requires
software to be
developed to its
specifications and
for ongoing software
support to be
provided by the
software developer.
This version
provides for the
software devel...
|
|
|
|
| |
| Software Support Agreement |
|
|
For use where a
supplier is to
provide software
support services for
specific software.
An example
description of
support services and
service levels is
provided in the
agreement. This
version favors ...
|
|
|
|
| |
| Systems Integration Agreement (including Support/Maintenance) |
|
|
For use where a
systems integrator
is to supply
hardware and
software to a
customer and agrees
to ensure that the
new system is
integrated
successfully
together and with
identified parts of
an existin...
|
|
|
|
| |
| Systems Integration Agreement (excluding Support/Maintenance) |
|
|
For use where a
systems integrator
is to supply
hardware and
software to a
customer and agrees
to ensure that the
new system is
integrated
successfully
together and with
identified parts of
an existin...
|
|
|
|
| |
| System Replacement Agreement (including Support/Maintenance) |
|
|
For use where a
systems integrator
is to supply
hardware and
software to a
customer and agrees
to ensure that the
new system is
integrated
successfully
together. Also
provides for the
supplier to assi...
|
|
|
|
| |
| System Replacement Agreement (excluding Support/Maintenance) |
|
|
For use where a
systems integrator
is to supply
hardware and
software to a
customer and agrees
to ensure that the
new system is
integrated
successfully
together. Also
provides for the
supplier to assi...
|
|
|
|
| |
| Consultancy Agreement (Sales and Marketing Services) |
|
|
For use where a
company that is
distributing a
product wishes to
engage a consultant
to provide agreed
services relating to
the sales and
marketing of the
product. Provides
for the payment of a
commis...
|
|
|
|
| |
| Contractor Services Agreement (Contractor version) |
|
|
This version favors
the Contractor. For
use where a customer
engages an
individual as a
contractor to
perform agreed
services. Can also
be used if the
contractor is a
company....
|
|
|
|
| |
| Contractor Services Agreement (Customer version) |
|
|
This version favors
the Customer. For
use where a customer
engages an
individual as a
contractor to
perform agreed
services. Can also
be used where the
contractor is a
company....
|
|
|
|
| |
| Contractor Services Agreement (Nominated Personnel) (Contractor version) |
|
|
This version favors
the Contractor. For
use where a customer
engages a contractor
to provide a number
of named individuals
to perform agreed
contracting
services....
|
|
|
|
| |
| Contractor Services Agreement (Nominated Personnel) (Customer version) |
|
|
This version favors
the Customer. For
use where a customer
engages a contractor
to provide a number
of named individuals
to perform agreed
contracting
services....
|
|
|
|
| |
|
Provides a template
letter for use by an
employer wishing to
offer employment to
a potential
employee. Able to be
used for full time
employees and part
time employees.
Covers issues such
as job descri...
|
|
|
|
| |
| Terms of Engagement - Supply of Services |
|
|
This is an informal
version of a
traditional Services
Agreement, although
it will have binding
contractual effect.
It can be either
inserted into a
Proposal that is
given to your
clients (in which
eve...
|
|
|
|
| |
| Disaster Recovery Agreement |
|
|
For use where a
company sets up a
disaster recovery
facility for use by
registered users in
the event that the
user's own computing
facilities are
damaged, destroyed
or otherwise
rendered inoperable....
|
|
|
|
| |
| Terms of Engagement - Supply of Search Engine Optimization Services |
|
|
For use by a
supplier of Search
Engine Optimization
services. The format
of this document
allows it to be
either inserted into
a proposal to a
customer or instead
used as a stand
alone document that
b...
|
|
|
|
| |
| Search Engine Optimization Services Agreement |
|
|
For use by a
supplier of Search
Engine Optimization
services. Covers
issues such as
period of supply of
SEO services,
standard of
services, resources
to be provided,
payment terms,
limitation of
liabi...
|
|
|
|
| |
| Source Code Escrow Agreement (3 parties) |
|
|
An agreement between
a Software Owner,
Software Licensee
and Escrow Agent
under which the
source code for the
software is placed
with an independent
Escrow Agent and
which provides for
it to be releas...
|
|
|
|
| |
| Source Code Escrow Agreement (4 parties) |
|
|
An agreement between
a Software Owner,
Software
Distributor,
Software Licensee
and Escrow Agent
under which the
source code for the
software is placed
with an independent
Escrow Agent and
which provid...
|
|
|
|
| |
| Source Code License Agreement |
|
|
For use where a
Software Owner has
agreed to provide
source code for
software to a
Customer to enable
the Customer to
maintain and support
the software itself.
This would usually
occur where the
softw...
|
|
|
|
| |
| Source Code License Letter |
|
|
A more informal
alternative to the
Source Code License
Agreement in the
form of a letter
agreement. Provides
for the source code
to be licensed to
the customer so that
it can provide its
own software
...
|
|
|
|
| |
| Non-Disclosure Agreement (2 way) |
|
|
For use where two
parties intend to
provide confidential
information to each
other and who wish
to specify the
restrictions on the
use and disclosure
of such information....
|
|
|
|
| |
| Non-Disclosure Agreement (Provider version) |
|
|
For use where one
party intends to
provide confidential
information to
another party and
who wishes to
specify the
restrictions on the
use and disclosure
of such information.
This version favors
the i...
|
|
|
|
| |
| Non-Disclosure Agreement (Receiver version) |
|
|
For use where a
party intends to
provide confidential
information to
another party and
who wishes to
specify the
restrictions on the
use and disclosure
of such information.
This version favors
the inf...
|
|
|
|
| |
| Deed of Employee Confidentiality |
|
|
For use where an
employer wishes to
have its employees
agree to protect the
confidentiality of
sensitive
information they
obtain as employees
relating to the
employer and its
business and that of
its ...
|
|
|
|
| |
| Teaming Agreement (Prime Contractor version) |
|
|
For use where a
company wished to
respond as a prime
contractor to a
customer's request
for proposal or
tender and needs to
have a supplier
commit to
collaborating on the
tender response and
agreeing ...
|
|
|
|
| |
| Teaming Agreement (Subcontractor version) |
|
|
For use where a
company wished to
respond as a Prime
Contractor to a
customer's request
for proposal or
tender and needs to
have a Supplier
commit to
collaborating on the
tender response and
agreeing ...
|
|
|
|
| |
| Teaming Agreement (Short Form) |
|
|
A simplified version
of a teaming
agreement which is
useful where the
parties wish to
cover the main
teaming issues but
do not want to
engage in complex
contractual
negotiations. For
use where a compa...
|
|
|
|
| |
| Subcontract Agreement (Prime Contractor version) |
|
|
This version favors
the Prime
Contractor. For use
where a
Subcontractor agrees
to provide its
products and/or
services to enable a
Prime Contractor to
fulfill its
obligations under a
specific customer...
|
|
|
|
| |
| Subcontract Agreement (Subcontractor version) |
|
|
This version favors
the Subontractor.
For use where a
Subcontractor agrees
to provide its
products and/or
services to enable a
Prime Contractor to
fulfill its
obligations under a
specific customer
con...
|
|
|
|
| |
| Subcontract (Consultancy Services) |
|
|
For use where a
consultant agrees to
provide agreed
services to a
company that is a
prime contractor
under a customer
contract. Not a
strict back-to-back
subcontract as it
does not incorporate
the pro...
|
|
|
|
| |
|
This version of a
subcontract is
provided in the form
of a letter. The
contents are
intended to be
placed on the
subcontractor's
letterhead and
signed by the
subcontractor and
also includes a
space fo...
|
|
|
|
| |
| Sub-Subcontract Agreement |
|
|
For use between a
party that is a
subcontractor to a
prime contractor
under a head
agreement and a
party that is a
supplier to that
subcontractor. It is
designed to pass
through to the
supplier the
ob...
|
|
|
|
| |
| Subcontract Agreement for the Supply of Services |
|
|
For use where a
subcontractor agrees
to provide any form
of services to
enable a prime
contractor to
fulfill its
obligations under a
specific customer
contract. It is
essentially drafted
as a back-to-...
|
|
|
|
| |
| Subcontract Agreement for the Supply of Software Services (excluding Support) |
|
|
For use where a
subcontractor agrees
to provide
non-support services
to enable a prime
contractor to
fulfill its
obligations under a
specific customer
contract. Designed
for the provision of
services ...
|
|
|
|
| |
| Subcontract Agreement for Equipment Maintenance |
|
|
For use where a
subcontractor agrees
to maintain
equipment to enable
a prime contractor
to fulfill its
obligations under a
specific customer
contract. It is
essentially drafted
as a back-to-back
agree...
|
|
|
|
| |
| Subcontract Agreement for the Maintenance of Hardware |
|
|
For use where a
subcontractor agrees
to maintain hardware
to enable a prime
contractor to
fulfill its
obligations under a
specific customer
contract. It is
essentially drafted
as a back-to-back
agreem...
|
|
|
|
| |
| Subcontract Agreement for the Supply and Maintenance of Hardware |
|
|
For use where a
subcontractor agrees
to supply and
maintain hardware
and operating system
software to enable a
prime contractor to
fulfill its
obligations under a
specific customer
contract. It is
ess...
|
|
|
|
| |
| Exclusive Software Distribution Agreement (Distributor version) |
|
|
An agreement under
which an owner of
computer software
agrees to grant an
exclusive right to a
distributor to
market, distribute,
sub-license and
support the software
in an agreed
territory. This
vers...
|
|
|
|
| |
| Exclusive Software Distribution Agreement (Owner version) |
|
|
An agreement under
which an owner of
computer software
agrees to grant an
exclusive right to a
distributor to
market, distribute,
sub-license and
support the software
in an agreed
territory. This
vers...
|
|
|
|
| |
| Reseller Agreement (Software) (Non-Exclusive) |
|
|
An agreement under
which a computer
software supplier
agrees to grant a
non-exclusive
license to a
reseller to market
and distribute the
software and to
provide back-up
support for the
reseller's
cust...
|
|
|
|
| |
| Reseller Agreement (Hardware) |
|
|
An agreement under
which a supplier of
computer hardware
agrees to supply a
reseller with
hardware products at
a discounted price
to the supplier's
usual retail price....
|
|
|
|
| |
| Service Provider Agreement (Hardware Maintenance) |
|
|
For use where a
Supplier wishes to
provide hardware
maintenance services
to its customers but
needs to engage a
third party (the
Service Provider) to
actually perform the
hardware maintenance
on behal...
|
|
|
|
| |
| Service Provider Agreement (Software Support) |
|
|
For use where a
Supplier wishes to
provide software
support services to
its customers but
needs to engage a
third party (the
Service Provider) to
actually perform the
software support on
behalf of the...
|
|
|
|
| |
| Software Development and Distribution Agreement |
|
|
For use where a
supplier agrees to
perform software
development work
with the objective
of creating new
software and has
agreed to grant a
distributor a
license to supply
the software in an
agreed ter...
|
|
|
|
| |
| Deed of Assignment of Copyright |
|
|
Provides a document
to formalize the
transfer of
copyright in
particular Software
and related
documentation from
one party to
another....
|
|
|
|
| |
| Deed of Assignment of Intellectual Property Rights |
|
|
Provides a document
to formalize the
transfer of
intellectual
property rights in
particular Products
from one party to
another. Covers the
transfer of
ownership of rights
such as copyright,
patents, r...
|
|
|
|
| |
|
Provides a template
for an agreement to
vary an existing
agreement....
|
|
|
|
| |
| Novation of Customer Agreement |
|
|
An agreement under
which a supplier's
rights and
obligations under an
existing customer
contract is novated
(transferred) to a
substitute supplier.
This agreement is
between 3 parties -
the customer (...
|
|
|
|
| |
|
Provides a template
for an agreement
between parties to
an existing
agreement under
which they agree to
the supply of
additional products
and/or services
under substantially
the same terms as
the exis...
|
|
|
|
| |
| Deed of Guarantee of Performance |
|
|
For use where a
customer requires
one of its suppliers
to provide a
guarantee from the
supplier's parent
company or another
affiliated company,
which agrees to
guarantee the
performance of the
supplie...
|
|
|
|
| |
| Approved Sub-Contractor sample clauses |
|
|
Provides 2 versions
of clauses dealing
with obtaining the
approval to use
sub-contractors....
|
|
|
|
| |
| Assignment sample clauses |
|
|
Contains 4 different
versions of clauses
dealing with
assignment of rights
granted under an
agreement....
|
|
|
|
| |
| Boilerplate sample clauses |
|
|
Provides a sample
set of "boilerplate"
clauses dealing with
the subjects of
Notices, Implied
Warranties,
Assignment, Waiver,
Unenforceability,
Entire Agreement,
Amendment, Force
Majeure, No Merger,
No...
|
|
|
|
| |
| Change Control sample clauses |
|
|
Provides 4 versions
of clauses dealing
with the subject of
change control in
system
implementation
projects....
|
|
|
|
| |
| Commission sample clauses |
|
|
Provides 6 versions
of clauses dealing
with the calculation
and payment of sales
commissions....
|
|
|
|
| |
| Condition Subsequent sample clauses |
|
|
Provides 3 versions
of condition
subsequent clauses,
being clauses that
permit a party to
terminate a contract
if a particular
event does not occur
in a set time frame
e.g. finance
approval....
|
|
|
|
| |
| Confidentiality sample clauses |
|
|
Provides 5 versions
of clauses requiring
parties to preserve
the confidentiality
of information
provided to a party
under a contract....
|
|
|
|
| |
| Data Conversion and Migration sample clauses |
|
|
Provides 2 versions
of clauses dealing
with data conversion
and data migration....
|
|
|
|
| |
| Delay by Customer sample clauses |
|
|
Provides 5 versions
of clauses dealing
with delays caused
by the customer and
the rights of the
supplier in such
circumstances....
|
|
|
|
| |
| Dispute Resolution sample clauses |
|
|
Provides 9 versions
of clauses that
provide dispute
resolution
processes....
|
|
|
|
| |
| Distributor Minimum Sales Obligations sample clauses |
|
|
Provides 5 versions
of clauses that set
sales targets for
distributors and
provide for
contractual remedies
if the sales targets
are not achieved in
agreed time periods....
|
|
|
|
| |
| Escrow of Source Code sample clauses |
|
|
Provides 5 versions
of clauses requiring
a software owner to
place the source
code for the
software in escrow
with an independent
escrow agent for the
protection of
licensees or
distributors of the
s...
|
|
|
|
| |
| First Right of Refusal sample clauses |
|
|
Provides 7 versions
of first right of
refusal clauses for
use in Distributor
Agreements....
|
|
|
|
| |
| Force Majeure sample clauses |
|
|
Provides 6 versions
of clauses dealing
with the contractual
consequences of
delays caused by
factors that are
beyond the control
of a party (known at
law as force
majeure)....
|
|
|
|
| |
| Intellectual Property Rights Claims sample clauses |
|
|
Provides 6 versions
of clauses dealing
with the indemnities
that will be given
to a customer by a
supplier if the
customer receives a
claim from another
person that the
products it has
acquired from t...
|
|
|
|
| |
| Interfaces sample clauses |
|
|
Provides 4 versions
of clauses
concerning the
development of
interfaces between
different software
modules....
|
|
|
|
| |
| Interpretation of Contract sample clauses |
|
|
Provides a version
of rules to follow
in interpretation of
contract provisions....
|
|
|
|
| |
| Limitation of Liability sample clauses |
|
|
Provides 9 versions
of clauses in which
a party seeks to
limit its liability
to another party to
the contract....
|
|
|
|
| |
| Liquidated Damages sample clauses |
|
|
Provides a version
of a clause that
provides liquidated
damages (i.e. an
pre-agreed amount of
damages) for delay
in achieving
particular milestone
obligations by the
due date....
|
|
|
|
| |
| Order of Precedence sample clauses |
|
|
Provides 4 versions
of clauses which
rank in order of
precedence for the
purposes of
resolving
conflicting
requirements between
the various
documents which
comprise the
contractual
documentation.
Part...
|
|
|
|
| |
| Personnel Non-Recruitment sample clauses |
|
|
Provides 6 versions
of clauses that
restrict the ability
of a party to a
contract to offer
employment to the
employees or
contractors of the
other party to the
contract....
|
|
|
|
| |
| Preliminary Planning Study sample clauses |
|
|
Provides a version
of a clause that
extensively deals
with the subject of
a supplier providing
a preliminary
planning study prior
a computer system
implementation....
|
|
|
|
| |
| Project Management sample clauses |
|
|
Provides a version
of a clause that
deals with what a
supplier is to
provide to a
customer in regards
to project
management services....
|
|
|
|
| |
| Reference Site sample clauses |
|
|
Provides 2 versions
of clauses that
provide for what a
customer is expected
to do as a reference
site for a supplier
and its products....
|
|
|
|
| |
| Systems Availability sample clauses |
|
|
Provides 5
variations of sample
clauses dealing with
the subject of
Systems
Availability.
Provides formula for
calculating systems
availability and for
reduction in
maintenance fees if
the required le...
|
|
|
|
