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Software Co Development Agreement
"Need a Software Co-Development Agreement for a joint venture between our AI startup and a large tech company, where we'll be developing machine learning software together while protecting our existing IP and ensuring equal ownership of the new developments, with project completion targeted for December 2025."
1. Parties: Identification of all parties involved in the co-development, including legal entities and addresses
2. Background: Context of the agreement, purpose of collaboration, and high-level objectives
3. Definitions: Key terms used throughout the agreement
4. Scope of Work: Detailed description of development activities, deliverables, and responsibilities
5. Intellectual Property Rights: Ownership and licensing of pre-existing and newly developed IP
6. Payment Terms: Financial arrangements, cost sharing, and payment schedules
7. Term and Termination: Duration of agreement and termination conditions
8. Confidentiality: Protection of proprietary information and trade secrets
1. Change Control: Process for managing changes to scope or requirements in complex projects with likely scope changes
2. Quality Assurance: Testing and acceptance criteria for projects requiring specific quality standards
3. Source Code Escrow: Terms for source code protection and access when critical IP needs additional protection
4. Export Control: Compliance with export regulations when software may be subject to export restrictions
1. Technical Specifications: Detailed technical requirements and architecture
2. Project Timeline: Milestone dates and delivery schedule
3. Resource Allocation: Team structure and resource commitments
4. Testing Procedures: Acceptance testing criteria and procedures
5. License Terms: Third-party and open source software licenses
Authors
Acceptance Criteria
Background IP
Confidential Information
Deliverables
Development Schedule
Effective Date
Foreground IP
Intellectual Property Rights
Key Personnel
Milestones
Object Code
Open Source Software
Project
Project Managers
Project Plan
Source Code
Specifications
Software
Technical Documentation
Term
Third Party Materials
Work Product
Updates
User Documentation
Acceptance Tests
Change Request
Development Environment
License
Maintenance Services
Quality Standards
Release
Service Levels
Test Plans
Version
Confidentiality
Development Obligations
Payment Terms
Warranties
Liability and Indemnification
Term and Termination
Force Majeure
Change Control
Acceptance Testing
Quality Assurance
Source Code Escrow
Data Protection
Security Requirements
Service Levels
Maintenance and Support
Project Management
Resource Allocation
Third Party Rights
Export Control
Non-Solicitation
Non-Competition
Dispute Resolution
Governing Law
Assignment
Subcontracting
Insurance
Audit Rights
Notices
Entire Agreement
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