软件开发合同英文版
软件开发合同 (中英文)
软件开发合同 (中英文)软件开发合同 (Software Development Agreement)合同概述 (Contract Overview)本合同由以下各方于（填入合同签订日期）签署，《甲方公司》（以下简称"甲方"），位于（填入甲方地址），和《乙方公司》（以下简称"乙方"），位于（填入乙方地址）。
甲方和乙方一同称为"双方"。
软件开发工作 (Software Development Work)甲方要求乙方根据甲方的规格和要求开发一款软件（以下简称"软件"）。
双方同意合作进行软件的开发工作，并达到以下目标：1. 定义软件的功能和特性。
2. 设计和开发软件的用户界面。
3. 编写和测试软件的代码。
4. 修复软件中的错误和漏洞。
交付时间表 (Delivery Schedule)1. 双方同意在合同签订后的（填入交付期限）内完成软件的开发工作，并按照以下交付时间表交付所需的里程碑：a. 第一阶段：(填入阶段详细描述)，交付日期：(填入交付日期)。
b. 第二阶段：(填入阶段详细描述)，交付日期：(填入交付日期)。
c. 第三阶段：(填入阶段详细描述)，交付日期：(填入交付日期)。
2. 双方同意在每个交付日期之前进行进度评估，并及时沟通任何可能影响交付的问题。
付款条件 (Payment Terms)乙方同意按照以下付款条件收取服务费用：1. 在合同签订后的（填入支付条件期限）内，甲方将支付给乙方合同总金额的（填入百分比）作为预付款。
2. 在每个交付日期后的（填入支付条件期限）内，甲方将支付给乙方相应里程碑的（填入百分比）作为进度付款。
3. 在软件开发工作完成并经甲方验收后的（填入支付条件期限）内，甲方将支付给乙方剩余费用。
保密条款 (Confidentiality)双方同意在本合同期间和合同结束后保守对方提供的商业和技术信息的机密性，并仅在履行本合同目的的情况下使用该信息。
英语软件服务合同模板
英语软件服务合同模板This Software Service Agreement (“Agreement”) is made and entered into as of [Date], (“Effective Date”) by and between [Company Name], a [State of Incorporation] corporation, having its principal place of business at [Company Address] (“Company”) and [Client Name], having its principal place of business at [Client Address] (“Client”).WHEREAS, Company is engaged in the business of providing software development services; andWHEREAS, Client desires to engage Company to provide software development services; andWHEREAS, Company desires to provide such software development services to Client under the terms and conditions set forth herein.NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties hereto agree as follows:1. Scope of ServicesCompany shall provide software development services to Client, as outlined in the Statement of Work (“SOW”) attached hereto as Exhibit A. The SOW shall include a description of the services to be provided, the deliverables, the schedule, and the fees for such services. Any changes to the SOW must be mutually agreed upon in writing by both parties.2. Fees and PaymentClient shall pay Company the fees outlined in the SOW for the services provided under this Agreement. Payment terms shall be [Net 30/60/90], unless otherwise specified in the SOW. In the event of late payment, Client shall be responsible for any costs associated with collection, including but not limited to collection agency fees and attorney fees.3. ConfidentialityDuring the course of providing services under this Agreement, each party may have access to confidential information of the other party. The parties agree to keep confidential all such information, and to not disclose it to any third party without the other party’s prior written consent. This obligation of confidentiality shall survive the termination of this Agreement.4. Intellectual Property RightsAll intellectual property developed by Company in the course of providing services under this Agreement shall be owned by Company. Company hereby grants Client a non-exclusive, non-transferable license to use such intellectual property for the purposes set forth in theSOW. Client shall not have the right to sublicense, assign, or transfer such intellectual property without Company’s prior written consent.5. WarrantiesCompany warrants that the services provided under this Agreement will be performed in a professional and workmanlike manner, and in accordance with industry standa rds. Client’s sole remedy for any breach of this warranty shall be the re-performance of the services at no additional cost to Client.6. Limitation of LiabilityIn no event shall either party be liable to the other for any indirect, incidental, special, or consequential damages, including but not limited to lost profits, even if such party has been advised of the possibility of such damages. Each party’s total liability under this Agreement shall not exceed the fees paid by Client to Company under this Agreement.7. Term and TerminationThis Agreement shall commence on the Effective Date and continue until all services under the SOW have been completed, unless terminated earlier as provided herein. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within [number] days of receiving written notice of the breach.8. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles. Any dispute arising out of or related to this Agreement shall be resolved exclusively by arbitration in [City], [State], in accordance with the rules of the American Arbitration Association.9. Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings, whether oral or written, between the parties. This Agreement may not be modified except in writing signed by both parties.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.Company: [Company Name]By: _________________________Name: _______________________Title: ________________________ Date: _______________________ Client: [Client Name]By: _________________________ Name: _______________________ Title: ________________________ Date: _______________________ Exhibit A - Statement of Work [Attach SOW]。
英文软件技术服务合同模板
This Software Technology Service Contract ("Contract") is made and entered into on [Date], by and between [Company Name] ("Company"), a company incorporated under the laws of [Country/State], having its principal place of business at [Company Address], and [Client Name] ("Client"), a company/individual incorporated/registered under the laws of [Country/State], having its principal place of business at [Client Address].WHEREAS, the Company is engaged in the business of providing software technology services and the Client requires such services for its [Specify Purpose]; andWHEREAS, the parties wish to enter into this Contract to set forth the terms and conditions under which the Company shall provide the software technology services to the Client.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:1. Scope of Services1.1 The Company agrees to provide the following software technology services to the Client ("Services"):- [Specify the scope of services, e.g., software development, maintenance, support, training, etc.]- [Include any specific deliverables or milestones]1.2 The Services shall be provided in accordance with the specifications, requirements, and standards set forth in the attached [Documentation, SOW, etc.].1.3 The Company shall use reasonable efforts to ensure that the Services are performed in a professional and timely manner.2. Term and Termination2.1 This Contract shall commence on [Start Date] and shall continue fora period of [Specify Duration], unless terminated earlier in accordance with the provisions of this Contract.2.2 Either party may terminate this Contract upon [Specify Notice Period] prior written notice to the other party, in the event of:- A material breach of this Contract by the other party, which is not cured within [Specify Cure Period] after receipt of written notice thereof;- The insolvency, bankruptcy, or liquidation of the other party;- Any other event that would reasonably be deemed to impair theability of the other party to perform its obligations under this Contract.3. Fees and Payment3.1 The Client shall pay the Company the fees set forth in the attached [Invoice, Pricing Schedule, etc.] ("Fees") for the Services rendered.3.2 Payment shall be made in accordance with the payment terms set forth in the attached [Invoice, Pricing Schedule, etc.].3.3 In the event of late payment, the Client shall pay a late fee of [Specify Percentage/Amount] of the unpaid amount per month, commencingon the due date until payment is received in full.4. Intellectual Property4.1 All intellectual property rights in and to the Services, including but not limited to software code, algorithms, and documentation, shallbe and remain the exclusive property of the Company.4.2 The Client shall obtain a non-exclusive, non-transferable, and non-sublicensable license to use the Services in accordance with the termsof this Contract.5. Confidentiality5.1 The parties agree to keep confidential all non-public information disclosed by either party to the other, including but not limited to technical, commercial, and financial information.5.2 The obligations of confidentiality shall survive the termination or expiration of this Contract and shall continue for a period of [Specify Duration] after such termination or expiration.6. Limitation of Liability6.1 The Company shall not be liable for any indirect, special, incidental, or consequential damages arising out of or in connection with the Services or this Contract.6.2 The total liability of the Company under this Contract shall not exceed the amount of Fees paid by the Client to the Company under this Contract.7. Governing Law and Dispute Resolution7.1 This Contract shall be governed by and construed in accordance with。
英文技术开发合同5篇
英文技术开发合同5篇篇1Contract for Technical Development甲方（客户）：__________________乙方（开发方）：__________________签订日期：____________________一、合同背景及目的本合同由甲方和乙方共同签署，目的在于明确双方在技术开领域的合作关系及具体事务处理细节。
甲方委托乙方进行特定的技术开发工作，乙方同意接受委托并按照本合同的要求完成相关任务。
二、开发内容与技术要求1. 开发内容：具体描述开发的系统名称、功能及目标。
（例如：开发一套智能物流管理系统，实现货物追踪、数据分析及优化物流路径等功能。
）2. 技术要求：明确开发的软件应满足的技术标准和规范，包括但不限于系统稳定性、兼容性、安全性等方面的要求。
三、开发周期与进度安排1. 开发周期：自合同签订之日起至完成所有开发任务并交付验收的总时长。
2. 进度安排：详细列明开发各阶段的时间节点及主要任务，包括需求分析、设计、编码、测试等阶段的具体时间安排。
四、知识产权与保密条款1. 知识产权归属：明确开发成果的知识产权归属，是归属于甲方还是双方共同拥有。
如归属甲方，则乙方不得擅自将相关技术用于其他用途或转让给第三方。
2. 保密条款：双方应对在合作过程中获知的对方商业秘密和技术秘密承担保密义务，未经对方书面同意，不得向任何第三方泄露。
五、费用与支付方式1. 开发费用：详细列明本次技术开发的费用总额及构成，包括各个阶段的工作费用。
费用的确定应遵循公平合理原则。
2. 支付方式：约定支付的时间节点（如预付款、进度款、尾款等）及支付条件。
同时明确如发生变更时双方应如何调整费用。
六、验收与交付1. 验收标准：根据开发内容和技术要求制定详细的验收标准。
2. 交付物：明确开发完成后应交付的文档、软件等物品及其格式和存储方式。
七、风险承担与违约责任1. 风险承担：明确在开发过程中可能遇到的风险及责任承担方式，包括但不限于技术风险、市场风险及不可抗力等因素。
软件开发协议英文版
Software Development AgreementThis Software Development Agreement ("Agreement") is made and effective this __________ (Date), by and between ______________________________________________ ("Developer") and _______________________________________________________________("Buyer").In consideration of the mutual promises contained in this Agreement, the parties agree as follows: 1. Duties and Responsibilities.Developer shall serve as a contractor of Buyer, defined by the IRS as a 1099 Contractor, and shall design, develop, and implement applications software ("Software") according to the functional specifications and related information, if any, attached hereto as Exhibit A and incorporated herein by this reference ("Specifications") and as more fully set forth in this Agreement. Developer acknowledges that it has been contracted for this specific task, and that it shall report all findings and make all recommendations directly to the management of Buyer. The Software, including all versions in either source code or object code form, shall be delivered to Buyer not later than ___________ (Date).2. Ownership of Software.Developer agrees that the development of the Software is "work for hire" within the meaning of the Copyright Act of 1976, as amended from time to time, and that the Software shall be the sole property of Buyer. Developer hereby assigns to Buyer, without further compensation, all of its right, title and interest in and to the Software and any and all related patents, patent applications, copyrights, copyright applications, trademarks and trade names in the United States and elsewhere. Developer will keep and maintain adequate and current written records with respect to the Software (in the form of notes, sketches, drawings and as may otherwise be specified by Buyer), which records shall be available to and remain the sole property of Buyer at all times. All versions of the Software shall contain Buyer's conspicuous notice of copyright. Developer will assist Buyer in obtaining and enforcing patent, copyright and other forms of legal protection for the Software in any country. Upon request, Developer will sign all applications, assignments, instruments and papers and perform all acts necessary or desired by Buyer to assign the Software fully and completely to Buyer and to enable Buyer, its successors, assigns and nominees, to secure and enjoy the full and exclusive benefits and advantages of this work.3. Compensation.A. Buyer shall pay Developer as follows: $ ______________ downpayment and $ ____________ upon completion.B. Subject to Buyer's prior approval, Buyer will reimburse Developer for all reasonable out-of-pocket expenses, including, but not limited to, air fare, lodging, meals and rental of automobiles incurred by Developer during the development of the Software on behalf of Buyer, if any of these activities are deemed necessary.4. Independent Contractor.Developer is acting as an independent contractor with respect to the services provided to Buyer. Neither Developer nor the employees of the Developer performing services for Buyer will beconsidered employees or agents of Buyer. Buyer will not be responsible for Developer's acts or the acts of Developer's employees while performing services under this Agreement. Nothing contained in this Agreement shall be construed to imply a joint venture, business, partnership or principal-agent relationship between the parties, and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.5. Development Staff-Monitoring.A. Developer will utilize employees and/or contractors capable of designing and implementing the Software to be developed per this Agreement. All work shall be performed in a professional and workmanlike manner. Developer shall arrange for such employees and/or contractors, if any, to execute and deliver any document or instrument reasonably requested by Buyer to reflect Buyer's ownership of the Software or in connection with any application for patent or copyright.B. Buyer shall have the right to reasonably observe and monitor all aspects of the performance by Developer of its obligations hereunder and Developer shall use reasonable efforts to facilitate such observation and monitoring. Information, functions and operations of Developer not directly related to its obligations hereunder shall not be subject to observation and monitoring.6. Change in Specifications.Buyer may, in its sole discretion, request that changes be made to the Specifications, or other aspects of the Agreement and tasks associated with this Agreement. If Buyer requests such a change, Developer will use its best efforts to implement the requested change at no additional expense to Buyer and without delaying delivery of the Software. In the event that the proposed change will, in the reasonable opinion of Developer, require a delay in delivery of the Software or would result in additional expense to Buyer, then Buyer and Developer shall confer and Buyer shall, in its discretion, elect either to withdraw its proposed change or require Developer to deliver the Software with the proposed change and subject to the delay and/or additional expense.7. Confidentiality.A. Developer acknowledges that all material and information supplied by Buyer which has or willcome into Developer's possession or knowledge of Developer in connection with its performance hereunder, is to be considered Buyer's confidential and proprietary information (the "Confidential Information"). By way of illustration, but not as a limitation, Confidential Information includes the Software, trade secrets, processes, data, know-how, program codes, documentation, flowcharts, algorithms, marketing plans, forecasts, unpublished financial statements, budgets, licenses, prices, costs, and employee and customer lists. Developer's undertakings and obligations under this Section will not apply, however, to any Confidential Information which: (i) is or becomes generally known to the public through no action on Developer's part, (ii) is generally disclosed to third parties by Buyer without restriction on such third parties, or (iii) is approved for release by written authorization of Buyer. Upon termination of this Agreement or at any other time upon request, Developer will promptly deliver to Buyer all notes, memoranda, notebooks, drawings, records, reports, files, documented source codes and other documents (and all copies or reproductions of such materials) in its possession or under its control, whether prepared by Developer or others, which contain Confidential Information. Developer acknowledges that Confidential Information is the sole property of Buyer. Developer agrees that disclosure of such information to, or use by, third parties, either during or after this Agreement, will cause Buyerirreparable damage. Developer agrees to use best efforts to hold Confidential Information in the strictest confidence, not to make use of it other than for the performance of its obligations hereunder, to release it only to the Developer's employees or contractors with a need to know such information and not to release or disclose it to any other party. Developer further agrees not to release such information to any employee or contractor who has not signed a written agreement between Developer and the employee expressly binding the employee not to use or disclose the Confidential Information, except as expressly permitted in this Agreement. Buyer shall be listed as a third-party beneficiary of any such agreement.Developer will notify Buyer in writing of any circumstances within its knowledge relating to any unauthorized possession, use, or knowledge of such Confidential Information. At any time, upon request, the Developer will return any such information within its possession to Buyer.B. Developer acknowledges that Buyer's purpose in pursuing the development of the Softwareis to gain a significant competitive advantage over competitors operating without such Software and that such advantage will be jeopardized if such competitors learn of Buyer's negotiations with Developer or the performance by Developer of its obligations hereunder.Accordingly, Developer agrees to keep such negotiations and performance of its obligations hereunder strictly confidential and not to disclose any information to any third party or entity without the prior written permission of Buyer. In no event, shall Developer or any of its employees use Buyer as a reference in marketing Developer's services to any third party or entity without Buyer's prior written permission.8. Training.Developer shall provide Buyer and its employees with training consultations with respect to the use of the Software as may reasonably be requested by Buyer from time to time for after acceptance at no additional costs to Buyer ("Training Period"). Developer shall deliver a detailed user's manual to Buyer on or before completion of acceptance that will enable Buyer's employees who are otherwise unfamiliar with the Software to become adequately informed about using the software. All training that Developer is required to provide hereunder shall be performed at such locations and at such times as are mutually agreed to by the parties hereto. Upon the expiration of the Training Period and following Buyer's request, Developer will provide any support services necessary to insure Buyer's continued use of the Software. Such services will be performed on a time and material basis at Developer's then current hourlyrates for such services.9. Warranties.A. Developer warrants that for a period of _______________ following acceptance, the Software will operate substantially according to the Specifications. In the event of any breach of the warranty in this Section 9. A., in addition to any other remedy to which Buyer may be entitled, Developer shall take all action necessary at its expense to cause the Software to operate according to the warranty.B. Developer warrants that the Software will not infringe upon any copyright, patent, trade secret or other intellectual property interest of any third party. Developer will indemnify and hold Buyer harmless from and against all such infringement claims, losses, suits and damages including, but not limited to, attorney's fees and costs, and shall promptly following any bona-fide claim of infringement correct the Software so as not to be infringing, or secure at its own expense the right of Buyer to use the Software without infringement.10. Term and Termination.A. This Agreement shall commence upon today’s date and continue until all of the obligations of the parties have been performed or until earlier terminated as provided herein.B. Developer's appointment as consultant pursuant to this Agreement and this Agreementshall terminate upon the occurrence of any of the following events:(i) In the event either party defaults in any material obligation owed to the other party pursuant to this Agreement, then this Agreement may be terminated if the default is not cured following at least forty five (45) days written notice to the defaulting party.(ii) Either party is bankrupt or insolvent, or bankruptcy or insolvency proceedings are instituted against a party and the proceeding is not dismissed within forty five (45) days after commencement.(iii) Developer dies or becomes disabled.C. Section 2, Ownership of Software, and Section 7, Confidentiality, shall survive the expiration or termination of this Agreement. In the event of early termination due to Developer's default or the death or disability of the individual(s) identified in subsection (iii), above, Developer agrees to deliver the Software then completed. Developer, in that instance, shall be paid a pro rata share for the work; if the amount cannot be agreed upon, the Buyer can return the work and the other terms of this contract go into effect, as outlined in this section and others.11. Notices.Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or a recognized over night delivery service such as FedEx.If to the Developer: _____________________________________________________.If to the Buyer: ___________________________________________________.12. No Waiver.The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled. 13. Entirety of Agreement.The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.14. Governing Law.This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.15. Headings in this AgreementThe headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.16. Severability.If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.In Witness whereof, the parties have executed this Agreement as of the date first written above. _________________________ _______________________Developer Buyer___________________DateEXHIBIT A: Specifications for the Software (if any)Software Development AgreementReview ListThis review list is provided to help you complete this Software Development Agreement. Software development is still a largely immature market full of pitfalls and perils for both the publisher, the Buyer in this case, and the End-User, not applicable in this Agreement. No other industry to our knowledge, for example, willfully has able bodied and competent experts issuing bugs and viruses just for the pure pleasure of it. Therefore, the Buyer of software and software development must be especially careful when entering into contracts with Developers. Developers, on the other side of the equation, often are deeply suspicious of publishers so, in a similar manner, are wary in their dealings with them. As with all of our legal forms and business advice, our role is to guide you with regard to the practical business matters and not give legal advice per se. Therefore, our business advice is, that no matter which side of this equation you are on, beware of these activities and be scrupulous about your conduct in order to have the relationship go smoothly in an industry that runs anything but smoothly.1. Be sure both parties sign the Agreement prior to commencing work. Be sure all moniesare clear. We advise that Buyers provide some deposit as a good faith gesture since most developers need the funds to operate and live. We also suggest that Buyers be aware that any repair work, whether on a house or a software program, can discover unanticipated problems. It is important for the long-term survival of the software that the Buyer permit the Developer to reveal candidly any flaws uncovered in the software so it may be addressed. Punishing the bearer of bad tidings is a distinctly self-destructive act by many publishers.2. Time pressure placed upon Developers, plus ill-defined missions, has led to much bad andbuggy software being sold and released to make artificial deadlines. Further compounding this problem, most Developers refuse to outline, blue print, and otherwise prepare their activities prior to commencing actual coding. Both of these tendencies, very uncommon in most established consumer product industries, lead to misunderstandings, financial problems for the participants, end-user unhappiness, and so on and so on.Whether you are the Developer or the Buyer, you can help improve this situation in this Agreement by not putting undue time pressures on projects, defining in outlines and blue prints what the product should do, and provide sufficient time for Q & A to resolve problems.As they say in carpentry, “Measure twice; cut once.”3. Print at least two copies of this Agreement because, especially for the Buyer, thisdocument relates to your ownership rights to the software in question. You should keep a copy in your corporate records as well as with the software worked upon.Well-documented ownership trails almost always become a major issue at some point in the software business. Keeping a good audit trail will save your corporation time and money in the long term. The Developer is advised to keep copies for marketing purposes in the future; while you may not be able or want to disclose the exact document, you can get a letter of commendation, if possible, from the Buyer at the end of the project. This can be a very helpful sales tool with potential buyers in a turbulent market (and we say that as a buyer ourselves)!。
英文技术开发合同7篇
英文技术开发合同7篇篇1Development Contract for Technology in English甲方（委托方）：____________________（Name of Client）地址：____________________（Address）联系方式：____________________（Contact Information）乙方（开发方）：____________________（Name of Developer）地址：____________________（Address）联系方式：____________________（Contact Information）鉴于甲方需要对特定技术进行开发，而乙方具备相关技术开发的实力和经验，双方在平等、自愿、公平的基础上，经过友好协商，达成以下技术开发合同协议：一、合同目的和背景本合同旨在明确甲、乙双方在技术开发项目中的权利与义务，确保双方合作顺利进行，共同实现技术开发的成功。
二、开发内容和目标（详细说明开发项目的名称、内容、目标、预期成果等）三、开发时间和进度安排（明确开发项目的起始日期、预计完成日期、各个阶段的时间节点和主要任务等）四、知识产权归属1. 乙方在本合同期间所完成的技术成果及其知识产权归甲方所有。
2. 未经甲方书面同意，乙方不得将本合同约定的技术成果转让给第三方。
3. 双方共同保守本合同约定的技术秘密和商业秘密。
五、费用支付和结算方式1. 甲方应按照约定的时间和金额支付乙方的开发费用。
2. 开发费用包括研发费用、材料费、差旅费等，具体金额和支付方式由双方另行约定。
3. 若因甲方原因导致开发进度延误，甲方应相应调整支付时间。
六、质量保证和技术支持1. 乙方应保证开发的技术成果符合约定的质量要求。
2. 甲方在开发过程中遇到技术问题，乙方应提供必要的技术支持。
3. 乙方应确保所提供的技术成果不侵犯第三方的知识产权。
软件开发合同英文模板
Software Development AgreementThis Software Development Agreement Agreement is entered into as of Effective Date, by and between Client Name,a Clients Jurisdiction corporation with a principal place of business at Clients Address Client,and Developer Name,a Developers Jurisdiction corporation with a principal place of business at Developers Address Developer.1.Purpose of the AgreementThis Agreement sets forth the terms and conditions under which Developer agrees to develop and deliver the software product described in Exhibit A Software Product to Client.2.Scope of Work2.1Developer shall develop the Software Product in accordance with the specifications provided in Exhibit A Specifications.2.2Developer shall provide all necessary personnel,software,hardware,and other resources required to complete the development of the Software Product.2.3Client shall provide Developer with access to any necessary resources,information, and personnel to facilitate the development process.3.Development Schedule3.1Developer shall complete the development of the Software Product in accordance with the schedule set forth in Exhibit B Development Schedule.3.2Developer shall notify Client immediately if it becomes apparent that the Development Schedule will not be met,and Developer shall propose a revised schedule.4.Fees and Payment4.1Client shall pay Developer the total fees set forth in Exhibit C Fees for the development of the Software Product.4.2Fees shall be paid in installments as set forth in Exhibit C.4.3All payments shall be made in Currency.5.Intellectual Property Rights5.1Upon completion and acceptance of the Software Product,Developer hereby assigns and transfers to Client all right,title,and interest in and to the Software Product, including all intellectual property rights.5.2Developer represents and warrants that it has the right to grant the rights and licenses provided in this Agreement.6.Warranty and Maintenance6.1Developer warrants that the Software Product will perform in accordance with the Specifications for a period of Warranty Period from the date of acceptance.6.2Developer shall provide maintenance and support for the Software Product for a period of Maintenance Period from the date of acceptance.7.Confidentiality7.1Both parties agree to keep all information received from the other party during the term of this Agreement confidential.7.2Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party.8.Termination8.1Either party may terminate this Agreement upon Number days written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within Number days after receipt of written notice.8.2Upon termination,Client shall pay Developer for all work completed as of the date of termination.erning LawThis Agreement shall be governed by and construed in accordance with the laws of the Governing Jurisdiction,excluding its conflict of law principles.10.Entire AgreementThis Agreement,including all Exhibits,constitutes the entire agreement between the parties and supersedes all prior negotiations,understandings,and agreements between the parties,whether written or oral.Exhibit A:Software Product SpecificationsDetailed description of the software product specificationsExhibit B:Development ScheduleDetailed development schedule including milestones and deadlinesExhibit C:Fees and Payment ScheduleBreakdown of fees and payment scheduleIN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date.Client Name Developer NameBy:By:Authorized Signatory Authorized SignatoryTitle Title。
英文软件服务外包合同
英文软件服务外包合同Outsourced Software Development Services Contract.Article 1: Definitions.1.1 "Contractor" shall mean the party providing the Software Development Services as specified in this contract.1.2 "Client" shall mean the party receiving theSoftware Development Services as specified in this contract.1.3 "Software Development Services" shall mean the services provided by the Contractor to the Client, which include but are not limited to the design, development, testing, implementation, maintenance, and support of software systems and applications.Article 2: Scope of Work.2.1 The Contractor shall provide the SoftwareDevelopment Services to the Client as specified in the Statement of Work (SOW) attached hereto as Annex A. The SOW shall detail the specific tasks, deliverables, andtimelines for the Software Development Services.2.2 The Client shall have the right to request modifications to the SOW during the term of this contract. Any such modifications shall be mutually agreed upon by both parties in writing and shall become part of this contract.Article 3: Term and Termination.3.1 This contract shall commence on the Effective Date specified in the SOW and shall continue until the completion of all tasks specified in the SOW, unless terminated earlier as provided for in this contract.3.2 This contract may be terminated by either party for breach of contract by the other party, provided that the breaching party is given notice of the breach and fails to correct the breach within a reasonable period of timespecified in the notice.3.3 Upon termination of this contract, the Contractor shall deliver to the Client all work product, documentation, and other materials related to the Software Development Services performed under this contract.Article 4: Fees and Payment.4.1 The Client shall pay the Contractor the fees specified in the SOW for the Software Development Services performed under this contract.4.2 Payment shall be made in accordance with the payment terms specified in the SOW. The Contractor shall invoice the Client for the fees due and the Client shallpay such invoices within the specified payment terms.4.3 If the Client fails to make any payment when due, the Contractor may, in addition to any other rights or remedies it may have, charge interest on the overdue amount at the rate specified in the SOW.Article 5: Confidentiality and Intellectual Property.5.1 Both parties shall maintain the confidentiality of all non-public information obtained from the other party during the term of this contract, including but not limited to trade secrets, business plans, technical information, and any other confidential or proprietary information.5.2 All intellectual property rights in and to the Software Development Services and any related work product shall vest in the Client, subject to any pre-existing intellectual property rights of the Contractor. The Contractor shall assign all such rights to the Client upon completion of the Software Development Services.5.3 The Client shall indemnify and hold harmless the Contractor from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the use or misuse of any intellectual property rights owned or controlled by the Client.Article 6: Warranties and Support.6.1 The Contractor shall perform the Software Development Services in a professional and workmanlike manner, and shall use reasonable care and skill in the performance of its obligations under this contract.6.2 The Contractor shall warranty that the Software Development Services shall be free from defects in workmanship and materials for a period of ninety (90) days from the date of completion of the Software Development Services, as specified in the SOW.6.3 The Contractor shall provide support and maintenance services for the Software Development Services as specified in the SOW. Such support and maintenance services shall include bug fixes, patches, and updates as necessary to ensure the proper operation of the Software Development Services.Article 7: General Provisions.7.1 This contract shall be governed by and construed in accordance with the laws of the country specified in the SOW.7.2 Any disputes arising out of or related to this contract shall be settled through friendly consultation between the parties. If such consultation fails to resolve the dispute, the parties shall submit the dispute to arbitration in accordance with the arbitration rules specified in the SOW.7.3 This contract shall constitute the entire agreement between the parties relating to the subject matter hereof and shall supersede any prior agreements or understandings between the parties.7.4 This contract may not be assigned or transferred by either party without the written consent of the other party.7.5 This contract shall be binding upon and inure tothe benefit of the parties and their respective successorsand assigns.Article 8: Execution.8.1 This contract shall be executed in the form of a written agreement signed by authorized representatives of both parties. The Contractor and the Client shall each retain one (1) original copy of this contract.8.2 This contract shall become effective as of the Effective Date specified in the SOW.Annex A: Statement of Work (SOW)。
- 1、下载文档前请自行甄别文档内容的完整性，平台不提供额外的编辑、内容补充、找答案等附加服务。
- 2、"仅部分预览"的文档,不可在线预览部分如存在完整性等问题,可反馈申请退款(可完整预览的文档不适用该条件!)。
- 3、如文档侵犯您的权益，请联系客服反馈,我们会尽快为您处理(人工客服工作时间：9:00-18:30)。
编号：_____________软件开发合同Party A：_________________________Party B：_________________________签订日期：_______年______月______日Entrusting Party (Party A):Entrusted Party (Party B):Date：Sign at:Validity:Printed by Ministry of Science and Technology of the People’s Republic of China InstructionThe contract is a sample for Technology Development Contract printed by Ministry of Science and Technology of the People’s Republic of China. The technical contract registry organs can recommend the sample to the parties concerned in technology contracts for reference.1.The contract is applied for the technology development contracts in which one party entrusts the other party to research and develop new technologies，products， crafts， materials or new varieties and series.2.If there are several representatives in either party， Party A or Party B could be respectively listed as common entrusting party or common entrusted party in the “Entrusting Party” or “Entrusted Party” provisions（new page）according to their own relations in the contract.3. Any conditions not stipulated here will be listed in the appendix in accordance with to the parties’ negotiations. And the appendix forms an indispensable part of this contract.4.As for the terms and conditions no need to be filled in this contract agreed upon by the parties， they should be indicated with the word such as N/A.Technology Development (Commission) ContractEntrustingParty(PartyA):Location:Legal Representative:Project Contact Person:Contact Information:Address:Tel: Fax:Email:Entrusted Party (Party B):Location:Legal Representative:Project Contact Person:Contact Information:Address:Tel: Fax:Email:In the Contract， Party A entrust Party B to research and developProject. The R&D fund and remuneration shall be born by Party A. Party B accepts the entrustment and hereby conducts the R&D work. In accordance with the Contract Law of the People’s Republic of China， and on the principle of reality and mutual agreement through negotiations on the basis of equality，the following articles are reached and abided by the two parties:Article 1 The requirements of the R&D project in the Contract1. Technical Objective:2. Technical Content:3. Technical Method and Strategy:Article 2Party B shall submit the R&D plan to Party A within days after this Contract comes into effect. The plan should include the following content: 1．2．3．4．Article 3 Party B shall accomplish the R&D work according to the following schedule:1．2．3．Article 4 Party A shall provide the following technical data and cooperation to Party B:1. Technical Data List:2. Delivery Date and Manner:3. Other cooperation matters:After the performance of the Contract， the above technical data shall be handled by the following ways:Article 5 Party A shall pay the R&D fund and remuneration according to the following terms:1.The total amount of the R&D fund and remuneration is .Including: (1) ；(2) ；(3) ；(4) 。
The payment shall be made by Party A to Party B based on (one-time calculation， installment payment or royalty payment). The detailed payment mode and date are as following:(1)(2)(3)(4)3. The information of Party B’s Bank Name， Bank Address and account number is as following:Bank Name:Bank Address:Account Name:4. With the two parties’ confirmation， Party A shall pay the R&D fund and remuneration to Party B by means of the profit sharing which is generated from the R&D achievements. Party B has the right to check Party A’s relevant accounts in the manner of .Article 6 The R&D fund shall be used by Party B in the form of . Party A has the right to inspect Party B’s R&D work and the utilization of R&D fund by the means of ， but Party A should avoid disturbing the normal work of Party BArticle 7 Any changes occurred in the Contract shall be confirmed in a written form through the negotiation of the two parties. Under the followingcircumstances， one party may submit the request for modification of the rights and obligations stipulated in the Contract， and the other party shall make a reply within days. If it fails to reply within the time limit， the request shall be regarded as being accepted.1.；2.；3.；4.。
Article 8 Party B shall not transfer part of or the entire of the R&D work stipulated in the Contract to the third party without the consent of Party A. But under the following circumstances， Party B may transfer part of or the entire of the R&D work stipulated in the Contract to the third party without the consent of Party A.1.；2.；3.；4.。