Washington, D.C. Location
Washington, DC 20015
Princeton, NJ Location
Princeton, NJ 08540
WEB SITE DEVELOPMENT AGREEMENT
THIS AGREEMENT is made this [Date] by and between [ Software Invention Developer], a [Type of Organization] with offices at [Address] (“Software Invention Developer”), and [Software Patent Co.], a [Type of Organization] with offices at [Address] (the “Software Patent Co.”).
W I T N E S S E T H:
WHEREAS, Software Patent Co. desires to engage Software Invention Developer to develop, create, test, and deliver a web site to be known as [“Name of Site”] as a work made for hire and to house the Web Site on Software Invention Developer’s Web Server and make the Web Site available for browsing on the Internet; and
WHEREAS, Software Invention Developer is interested in undertaking such work; and
WHEREAS, Software Patent Co. and Software Invention Developer mutually desire to set forth the terms applicable to such work;
NOW, THEREFORE, for the mutual consideration set forth herein, the adequacy of which is hereby acknowledged, Software Patent Co. and Software Invention Developer, intending to be legally bound, hereby agree as follows:
1. TERM AND TERMINATION
A. Term of Agreement. This Agreement shall be effective as of the Effective Date and shall remain in force for a period of ninety-nine years, unless otherwise terminated as provided herein.
B. Termination of Work. Software Patent Co. may, at its sole option, terminate any or all work outstanding, or any portion thereof, immediately upon written notice. Upon receipt of notice of such termination, Software Invention Developer shall inform Software Patent Co. of the extent to which performance has been completed through such date and collect and deliver to Software Patent Co. whatever work product and deliverables then exist in a manner prescribed by Software Patent Co.. Software Invention Developer shall be paid for all work performed through the date of receipt of notice of termination as specified herein. Software Invention Developer may not terminate any work under this Agreement without the prior written consent of Software Patent Co..
C. Survival. In the event of any termination of this Agreement, all obligations and responsibilities of Software Invention Developer shall survive and continue in effect and shall inure to the benefit of and be binding upon the parties and their legal representatives, heirs, successors, and assigns. The termination of any provision of this Agreement shall not excuse a prior breach of that provision.
D. Termination for Cause. This Agreement may be terminated by either party upon thirty (30) days written notice to the other party in the event of a breach of a material provision of this Agreement by the other party, provided that, during the thirty (30) day period, the breaching party fails to cure such breach.
2. SOFTWARE INVENTION DEVELOPER’S RESPONSIBILITIES
A. Scope of Work. Software Patent Co. hereby retains the services of Software Invention Developer to design, develop, and host a Web Site and Intranet (collectively the “Web Site”) for Software Patent Co. in accordance with the proposal submitted by Software Invention Developer to Software Patent Co. dated [Date] (the “Proposal”), a copy of which is attached hereto as Exhibit A and the terms of which are expressly incorporated herein by reference.
B. Schedule. The “Schedule” for the development of the Web Site is attached hereto as Exhibit B.
C. Changes. Changes to this Agreement or to any of the specifications of the Web Site in any of the specifications thereof shall become effective only when a written change request is executed by the Executive Director of Software Patent Co. and Software Invention Developer. Software Invention Developer agrees to notify Software Patent Co. promptly of any factor, occurrence, or event coming to its attention that may affect Software Invention Developer’s ability to meet the requirements of this Agreement, or that is likely to occasion any material delay in the Schedule.
D. Demonstration at Trade Show. Software Invention Developer agrees to exhibit and demonstrate the Web Site during the Trade Show to be held in New York on [Date]. Software Patent Co. shall provide Software Invention Developer with appropriate space for such demonstration. Software Invention Developer shall provide all necessary computers and personnel to effect such demonstration.
3. WEB SITE DESIGN
A. Design. The design the Web Site shall be in substantial conformity with the material provided to Software Invention Developer by Software Patent Co.. Software Invention Developer shall develop the Web Site to project the highest professional image. Software Invention Developer shall not include any of the following in the Web Site or in Software Patent Co.’s directory on Software Invention Developer’s Web Server: text, graphics, sound, or animations that might be viewed as offensive or related in any way to sex or any illegal activities; links to other Sites that might be viewed as offensive or related in any way to sex or any illegal activities; impressionistic or cartoon like graphics (unless provided by Software Patent Co.); invisible text, metatags (i.e., text that is present only when a “Webcrawler” or other Web indexing tool accesses the Web Site), or any other type of hidden text, hidden information, hidden graphics, or other hidden materials; or destructive elements or destructive programming of any type.
B. Materials Provided by Software Patent Co.. All materials to be supplied by Software Patent Co. may be provided on floppy disks, 100 megabyte ZIP cartridges or via File Transfer Protocol (FTP). Files will be provided in HTML format, standard word processing text format or, if images, as TIFF’s, GIF’s, JPEG’s or Photoshop files.
C. Specifications for Home Page. Software Patent Co.’s Web Site will consist of a Home Page (the “first” page for the Web Site) that can be reached by typing one of the following Uniform Resource Locators (URLs) into a Web Browser. Software Invention Developer will use its best efforts to register the “Software Patent Co..COM” domain name for the benefit of Software Patent Co. (or such other name as may be registrable and acceptable to Software Patent Co.) and will assign all rights thereto to Software Patent Co.. Software Patent Co. agrees to pay all registration fees associated with such registration. In addition to the foregoing, a database will be included of members in the licensing industry.
D. Accessibility of Web Site During Construction. Throughout the construction of the prototype and the final Web Site, the Web Site shall be accessible to Software Patent Co.. Until Software Patent Co. has approved the final Web Site, none of the Web Pages for Software Patent Co.’s Web Site will be accessible to end users unless the end users have entered the correct user id and password.
E. Project Planning Meetings. After both parties have signed this Agreement, the parties shall meet at Software Patent Co. or a mutually convenient location and at a mutually convenient date and time to discuss project planning. The parties shall endeavor to hold this meeting within one week after both parties have signed this Agreement.
F. Submission to Index Sites. At the time that Software Invention Developer conducts the first “walk through” of Software Patent Co.’s final Web Site, Software Invention Developer will register Software Patent Co.’s URL with the following search engines: Yahoo, Infoseek, Alta Vista, Web Crawler, and Excite!. Software Invention Developer will supply a list of other Sites (up to 50 Sites) with which Software Patent Co. may also choose to register.
G. Delivery of Deliverables. Upon Software Patent Co.’s approval of its final Web Site, or upon termination of this Agreement, whichever occurs earlier, Software Invention Developer shall deliver to Software Patent Co. all code, documentation, reports, and other materials developed by Software Invention Developer in the course of its performance under this Agreement and any other items reasonably necessary for the operation of Software Patent Co.’s Web Site (other than third party operating system software, third party networking software, Web Browsers, and hardware) and all changes and enhancements thereto (the “Deliverables”). Documentation shall be delivered in printed format and in electronic format. Code shall be delivered in electronic format. The transfer of electronic materials shall be accomplished by copying them to floppy disks, 100 megabyte ZIP cartridges, or via FTP. Files will be provided in HTML format, standard word processing text format or, if images, as TIFF’s GIF’s, JPEG’s or Photoshop files. Software Invention Developer shall maintain its back ups and one set of the final materials provided to Software Patent Co. for a period of six months after Software Patent Co.’s approval of its final Web Site. If this Agreement is terminated prior to final approval, or at the expiration of this six month period, Software Invention Developer will destroy all of its copies of the Web Site (including all back ups thereof) and “wipe” all files constituting final or working copies of the Web Site (other than the final copy hosted on Software Invention Developer’s Web Server and one back up copy thereof) from Software Invention Developer’s computers and back up materials unless otherwise directed in writing by Software Patent Co..
H. Advertising/Transaction Fees. Software Invention Developer agrees to assist Software Patent Co. in the sale of any advertising and/or database searches or other programs to generate revenues from the use of the Web Site by third parties. In this regard, Software Invention Developer will provide assistance in developing such programs for Software Patent Co.. In such event, the parties agree to enter into good faith negotiations to reasonably compensate Software Invention Developer for such services.
4. WEB SITE HOSTING
A. Server Hosting. Software Invention Developer agrees, at Software Patent Co.’s option, to maintain the Web Site on Software Invention Developer’s Web Server on a month to month basis, and to make maintenance modifications to the Web Site from time to time in accordance with Software Patent Co.’s directions. Such modifications shall be implemented within five (5) business days of Software Invention Developer’s receipt of Software Patent Co.’s changes if the changes are easily implemented, and within ten (10) business days of Software Invention Developer’s receipt of Software Patent Co.’s changes if the changes are not easily implemented. As part of this service, Software Invention Developer agrees to make Software Patent Co.’s Web Site available to Internet users approximately 24 hours per day, to back up the Web Site at least once every two weeks, and to store said back up materials in a safe and secure environment, fit for the back up media, and not located at the same location as Software Invention Developer’s Web Server. Also as part of this service, Software Invention Developer agrees to use its best efforts to ensure reasonable response times for users accessing the Web Site.
B. Back-Up Copies. Upon notice from Software Patent Co. not more often than once each month, and also in the event of Software Patent Co.’s termination of its use of Software Invention Developer’s Web Server as the host for the Web Site, Software Invention Developer agrees to transfer a complete copy of Software Patent Co.’s then current Web Site, including all Code therefor, to Software Patent Co., said transfer to occur by either copying them to floppy disks, 100 megabyte ZIP cartridges or via FTP. Files will be provided in HTML format, standard word processing Text format or, if images, as TIFF’s GIF’s, JPEG’s or Photoshop files. The transfer method will be selected by Software Patent Co. in its discretion no later than twenty four hours before the time the transfer is to take place. In the event such transfer results from Software Patent Co.’s termination of its use of Software Invention Developer’s Web Server as the host for the Web Site, Software Invention Developer shall maintain one complete electronic version of the Web Site, including all Code therefor (and shall “wipe” all other versions thereof off of its computers and media, including back up copies), until Software Patent Co. informs Software Invention Developer in writing that the transferred files appear to be complete, at which time Software Invention Developer shall “wipe” its final copy of the Web Site off of its computers and media.
C. Transaction Logging. During the time that the Web Site is located on Software Invention Developer’s Web Server, Software Invention Developer will make available on a monthly basis and free of charge an analysis of Web Site traffic, including source IP address, most commonly viewed pages and any other such data reasonably requested by Software Patent Co.. Software Invention Developer shall set aside a portion of its server, such portion only accessible by designated Software Patent Co. staff or members, in which such analysis resides. The analysis may be viewed or printed out by Software Patent Co. at its option.
A. Price for Web Site Creation. The total price for all of the work set forth in the Agreement (excluding the Server Hosting and excluding post-approval modifications not implemented by Software Patent Co.) shall be [Price] (the “Development Fee”). This price covers all work of whatever nature on the Web Site contemplated in this Agreement (excluding Server Hosting and post-approval modifications not implemented by Software Patent Co.). When both parties have signed this Agreement, Software Patent Co. will forward to Software Invention Developer [Initial Deposit]. Software Patent Co. will pay the balance due to Software Invention Developer [Balance Due] when the Web Site is operational in a form reasonably acceptable to Software Patent Co..
B. Price for Web Site Hosting. The price for the Server Hosting shall be [Price] per month (the “Hosting Fee”). Charges for post-approval modifications to the Web Site or changes or additions to the material on the Web Site (including the database) shall be free if submitted to Software Invention Developer by Software Patent Co. as “ready to implement” HTML pages. The cost of Server Hosting shall not increase for a period of one year from the date of Software Patent Co.’s acceptance of its final Web Site. The Hosting Fee shall be commence on the date the final Web Site is fully operational and accepted by Software Patent Co. and future Hosting Fees shall be due and payable on subsequent monthly anniversary dates of such operational date.
C. Invoicing. Thereafter, Software Invention Developer shall invoice Software Patent Co. on a bi weekly basis for the amount of work done during the applicable two-week period. All payments are due fifteen (15) days after receipt of a properly payable invoice. If there is a dispute with regard to whether work was actually completed or whether an invoice is properly payable, the amount of the invoice in dispute shall not be due until the dispute is resolved.
D. Expenses. The prices set forth above are inclusive of expenses. Except as expressly agreed otherwise in writing by Software Patent Co., Software Invention Developer shall bear all of its own expenses arising from its performance of its obligations under this Agreement, including (without limitation) expenses for facilities, work spaces, utilities, management, clerical and reproduction services, supplies, and the like. Software Patent Co. shall have no obligation to provide office space, work facilities, equipment, clerical services, programming services, or the like.
E. Links. Software Invention Developer may, with the prior express written approval of Software Patent Co., provide a link from the members-only section of the Web Site to a Marketplace area designated by Software Invention Developer and acceptable to Software Patent Co.. The purpose of the Marketplace area is to sell products or generate other on-line transactions. Revenues generated from Software Patent Co. members in this area will be divided between Software Invention Developer and Software Patent Co. as mutually agreed to between the parties.
A. Confidential Information. “Confidential Information” means any confidential technical data, trade secret, know-how or other confidential information disclosed by any party hereunder in writing, orally, or by drawing or other form and which shall be marked by the disclosing party as “Confidential” or ”Proprietary”. If such information is disclosed orally, or through demonstration, in order to be deemed Confidential Information, it must be specifically designated as being of a confidential nature at the time of disclosure and reduced in writing and delivered to the receiving party within [number] ([#]) days of such disclosure.
B. Exclusions. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is known to the receiving party at the time of disclosure or becomes known to the receiving party without breach of this Agreement; (ii) is or become publicly known through no wrongful act of the receiving party or any subsidiary of the receiving party; (iii) is rightfully received from a third party without restriction on disclosure; (iv) is independently developed by the receiving party or any of its subsidiary; (v) is furnished to any third party by the disclosing party without restriction on its disclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.
C. Nondisclosure. Software Invention Developer agrees that it will not disclose any Confidential Information to any third party and will not use the Software Patent Co.’s Confidential Information for any purpose other than for the performance of the rights and obligations hereunder during the term of this Agreement and for a period of [number] ([#]) years thereafter, without the prior written consent of the Software Patent Co., which may be withheld for any reason or for no reason. Software Invention Developer further agrees that Confidential Information shall remain the sole property of the Software Patent Co. and that it will take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its employees. No license shall be granted by the Software Patent Co. to Software Invention Developer with respect to Confidential Information disclosed hereunder unless otherwise expressly provided herein.
D. No Confidential Information of Software Invention Developer. It is understood and agreed that Software Patent Co. does not wish to receive from Software Invention Developer any confidential information of Software Invention Developer or of any third party. Software Invention Developer represents and warrants that any information provided to Software Patent Co. in the course of entering into this Agreement or performing any work hereunder shall not be confidential or proprietary to Software Invention Developer.
E. Sanctioned Public Disclosure. After Software Patent Co. has approved its final Web Site, Software Invention Developer may list Software Patent Co. as a client of Software Invention Developer and may include a link to the Web Site on Software Invention Developer’s Web Site. Software Invention Developer may not issue any press release that refers to Software Invention Developer’s work for Software Patent Co. without Software Patent Co.’s prior written approval, which may be withheld for any reason or for no reason at all.
F. Return of Confidential Information. Upon the request of the Software Patent Co., Software Invention Developer will promptly return all Confidential information furnished hereunder and all copies thereof.
G. Remedy for Breach of Confidentiality. If Software Invention Developer breaches any of its obligations with respect to confidentiality and unauthorized use of Confidential information hereunder, the Software Patent Co. shall be entitled to equitable relief to protect its interest therein, including but not limited to, injunctive relief, as well as money damages notwithstanding anything to the contrary contained herein.
7. OWNERSHIP AND RIGHTS
A. Ownership of Work Product by Software Patent Co.. Except as set forth below, all elements of all Deliverables shall be exclusively owned by Software Patent Co. and shall be considered as “Works Made for Hire,” (as such are defined under the U.S. copyright laws) by Software Invention Developer for Software Patent Co.. Except as set forth below, Software Patent Co. shall exclusively own all United States and international copyrights and all other intellectual property rights in the Deliverables. It is understood and agreed that additional materials added to the Web Site in the future by Software Invention Developer may belong exclusively to Software Invention Developer; however, the parties agree that the ownership of any such future materials will be mutually agreed to by the parties.
B. Vesting of Rights. With the sole exception of any Preexisting Works identified in Section 7(C) below, Software Invention Developer agrees to assign, and upon creation of each element of each Deliverable automatically assigns, to Software Patent Co., its successors and assigns, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ownership of all United States and international copyrights and all other intellectual property rights in each element of each Deliverable. This assignment is undertaken in part as a contingency against the possibility that any such element, by operation of law, may not be considered a work made for hire by Software Invention Developer for Software Patent Co.. From time to time, upon Software Patent Co.’s request, Software Invention Developer and/or its personnel shall confirm such assignments by execution and delivery of such assignments, confirmations of assignments, or other written instruments as Software Patent Co. may request. Software Patent Co. and its successors and assigns shall have the right to obtain and hold in its own name all copyright registrations and other evidence of rights that may be available for the Deliverables and any portion(s) thereof.
C. Preexisting Works. In the event that any portion of any Deliverable (including the entirety thereof) constitutes a preexisting work for which Software Invention Developer cannot grant to Software Patent Co. the rights set forth in paragraphs 7(A) and 7(B) above, Software Invention Developer shall specify below: (1) the nature of such preexisting work; (2) its owner; (3) any restrictions or royalty terms applicable to Software Invention Developer’s or Software Patent Co.’s use of such preexisting work or Software Patent Co.’s exploitation of the Deliverable as a Derivative Work thereof; and (4) the source of Software Invention Developer’s authority to employ the preexisting work in the preparation of the Deliverable. The works set forth above will be referred to as “Preexisting Works.” The only preexisting works that may be used in the construction of any Deliverable are the Preexisting Works specified above and any Preexisting Works that may be approved in writing by Software Patent Co. prior to their use.
D. Indemnification/No Infringement. In performing services under this Agreement, Software Invention Developer agrees not to design, develop, or provide to Software Patent Co. any items that infringe one or more patents, copyrights, trademarks or other intellectual property rights (including trade secrets), privacy, or other rights of any person or entity. If Software Invention Developer becomes aware of any such possible infringement in the course of performing any work hereunder, Software Invention Developer shall immediately so notify Software Patent Co. in writing. Software Invention Developer agrees to indemnify, defend, and hold Software Patent Co., its officers, directors, members, employees, representatives, agents, and the like harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of or as a result of or relating to (a) the Agreement, (b) the performance of the Agreement, or (c) the Deliverables. This indemnification shall include attorney fees and expenses, unless Software Invention Developer defends against the allegations using counsel reasonably acceptable to Software Patent Co.. Software Invention Developer’s total liability under this Agreement shall not exceed twice the amount of revenue derived by Software Invention Developer under this Agreement.
8. AGREEMENTS WITH EMPLOYEES
No individuals or entities other than Software Invention Developer and Software Invention Developer’s employees and independent contractors shall undertake any work in connection with this Agreement. Software Invention Developer shall obtain and maintain in effect written agreements with each of its employees who participate in any of Software Invention Developer’s work hereunder. Such agreements shall contain terms sufficient for Software Invention Developer to comply with all provisions of the Agreement and to support all grants and assignments of rights and ownership hereunder. Such agreements also shall impose an obligation of confidence on such employees with respect to Software Patent Co.’s confidential information. It shall be sufficient compliance with this provision of the Agreement if each such employee reads this Agreement and indicates their consent to abide by its terms by signing and dating this Agreement or by initialing and dating this paragraph of this Agreement. Nothing contained herein shall limit Software Invention Developer’s ability or right to use independent contractors provided that such independent contractors agree to be bound by the terms of this Agreement.
9. REPRESENTATIONS AND WARRANTIES
Software Invention Developer makes the following representations and warranties for the benefit of Software Patent Co.:
A. No Conflict. Software Invention Developer represents and warrants that it is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by Software Invention Developer under this Agreement. Software Patent Co. understands that Software Invention Developer is currently working on one or more similar projects for other clients. Provided that those projects do not interfere or conflict with Software Invention Developer’s obligations under this Agreement, those projects shall not constitute a violation of this provision of the Agreement.
B. Ownership Rights. Software Invention Developer represents and warrants that (1) it is and will be the sole author of all works employed by Software Invention Developer in preparing any and all Deliverables other than Preexisting Works; (2) it has and will have full and sufficient right to assign or grant the rights and/or licenses granted in the Deliverables pursuant to this Agreement; (3) all Deliverables other than Preexisting Works have not been and will not be published under circumstances that would cause a loss of copyright therein; and (4) all Deliverables, including all Preexisting Works, do not and will not infringe any patents, copyrights, trademarks or other intellectual property rights (including trade secrets), privacy, or similar rights of any person or entity, nor has any claim (whether or not embodied in an action, past or present) of such infringement been threatened or asserted, nor is such a claim pending against Software Invention Developer or, insofar as Software Invention Developer is aware, against any entity from which Software Invention Developer has obtained such rights.
C. Conformity, Performance, and Compliance. Software Invention Developer represents and warrants that (1) all Deliverables shall be prepared in a workmanlike manner and with professional diligence and skill; (2) all Deliverables will function under standard HTML conventions; (3) all Deliverables will conform to the specifications and functions set forth in this Agreement; and (4) Software Invention Developer will perform all work called for by this Agreement in compliance with applicable laws. Software Invention Developer will repair any Deliverable that does not meet this warranty within a reasonable period of time if the defect affects the usability of Software Patent Co.’s Web Site, and otherwise will repair the defect within 24 hours, said repairs to be free of charge to Software Patent Co.. This warranty shall extend for the life of this Agreement. This warranty does not cover links that change over time, pages that become obsolete over time, content that becomes outdated over time, or other changes that do not result from any error on the part of Software Invention Developer.
10. FORCE MAJEURE
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
11. RELATIONSHIP OF PARTIES
A. Independent Contractor. Software Invention Developer, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Software Invention Developer shall be solely responsible for and shall hold Software Patent Co. harmless for any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, FICA, and workmen’s compensation.
B. No Agency. Software Patent Co. does not undertake by this Agreement or otherwise to perform any obligation of Software Invention Developer, whether by regulation or contract. In no way is Software Invention Developer to be construed as the agent or to be acting as the agent of Software Patent Co. in any respect, any other provisions of this Agreement notwithstanding.
12. NOTICE AND PAYMENT
A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, return receipt requested or by Federal Express.
B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
This Agreement shall be governed in accordance with the laws of the State of [State]. All disputes under this Agreement shall be resolved by litigation in the courts of the State of [State] including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
14. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.
[Software Patent Co.] [Software Invention Developer]
Attach Software Invention Developer Proposal
SCHEDULE FOR DEVELOPMENT OF
SOFTWARE PATENT CO. WEB SITE
Initial files transmitted to Software Invention Developer As soon as possible
URL registration complete 3 days after execution of
URL assigned As soon as possible after URL Registration
Initial meeting with Software Patent Co. staff to
discuss initial design of Web Site 3 days from receipt of design fee and execution of
Creation of initial design and posting
on private area on Software Invention Developer server 5 days from initial meeting with Software Patent Co. staff
Passwords and User ID’s created by
Software Invention Developer 5 days after receipt of
Review and approval of initial design
by Software Patent Co. 5 days from posting of initial design**
Posting of Beta Test Site for Web Site 2 days from approval by
Software Patent Co.
Posting of final Web Site 5 days from approval by Software Patent Co. of Beta Test Site
* All references to “days” shall mean “business days”
** Any changes requested by Software Patent Co. shall be implemented within 5 days or less by Software Invention Developer