//	=	In three lines we say we want to use linked defined terms, to use inline definition targets, to have the agreement be US with appropriate party identification. Then we state the agreement content. Click on xEdit above to fill in the blanks.
_	=	[G/AgtForm/US/Def/Link/0.md]
DefT.	=	[G/AgtForm/US/Def/Target/0.md]
	=	[G/AgtForm/US/0.md]
//	=	From https: www2.WorldCC.com/resources/?id=9530&cb=1491200065&. This is not approved, endorsed or otherwise sanctioned by the WorldCC, indeed it has not even been commented. Merely an example.
Doc.Ti	=	Software Development {_Agreement}
This.sec	=	This {Doc.Ti} ("{DefT.Agreement}") is made and effective this {EffectiveDate.YMD}, by and between {P1.US.N,1,2} ("{DefT.Buyer}") and {P2.US.N,1,2} ("{DefT.Developer}").
That.sec	=	NOW THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:
1.Ti	=	Duties and Responsibilities.
1.sec	=	{_Developer} shall serve as a contractor of {_Buyer} and shall design, develop, and implement applications software (the "{DefT.Software}") according to the functional specifications and related information, if any, attached hereto as Exhibit A and incorporated herein by this reference (the "{DefT.Specification.sec}s") 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 {CompletionDate}.
2.Ti	=	Ownership of {_Software}.
2.sec	=	{_Developer} agrees that the development of the {_Software} is "work made for hire" within the meaning of the Copyright Act of 1976, as amended, 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 thereof.
3.Ti	=	Compensation.
3.1.sec	=	{_Buyer} shall pay {_Developer} {PurchasePrice$} as follows: {PaymentMethod.cl}.
3.2.sec	=	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}.
3.	=	[G/Z/ol-AA/s2]
4.Ti	=	Independent Contractor.
4.sec	=	{_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 be considered 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, 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.Ti	=	Development Staff-Monitoring.
5.1.sec	=	{_Developer} will utilize employees and/or contractors capable of designing and implementing the {_Software} to be developed hereunder. 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.
5.2.sec	=	{_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.
5.	=	[G/Z/ol-AA/s2]
6.Ti	=	Change in Specifications.
6.sec	=	{_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.Ti	=	Confidentiality.
7.1.sec	=	{_Developer} acknowledges that all material and information supplied by {_Buyer} which has or will come 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 "{DefT.Confidential_Information}"). By way of illustration, but not as a limitation, {_Confidential_Information} includes the {_Software}, trade secrets, processes, data, knowhow, 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 {_Buyer} irreparable 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 herein. {_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}.
7.2.sec	=	{_Developer} acknowledges that {_Buyer}'s purpose in pursuing the development of the {_Software} is 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.
7.	=	[G/Z/ol-AA/s2]
8.Ti	=	Training.
8.sec	=	{_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 {TimeTrainingAvailable} after acceptance at no additional costs to {_Buyer} ("{DefT.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 hourly rates for such services.
9.Ti	=	Warranties.
9.1.sec	=	{_Developer} warrants that for a period of {WarrantyPeriod} 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.
9.2.sec	=	{_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.
9.	=	[G/Z/ol-AA/s2]
10.Ti	=	Term and Termination.
10.1.sec	=	This {_Agreement} shall commence upon the effective date and continue until all of the obligations of the parties have been performed or until earlier terminated as provided herein.
10.2.0.sec	=	{_Developer}'s appointment as consultant pursuant to this {_Agreement} and this {_Agreement} shall terminate upon the occurrence of any of the following events:
10.2.1.sec	=	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 thirty (30) days' written notice to the defaulting party.
10.2.2.sec	=	Either party is bankrupt or insolvent, or bankruptcy or insolvency proceedings are instituted against a party and the proceeding is not dismissed within sixty (60) days after commencement.
10.2.3.sec	=	{NameOfPrincipalDeveloperOrDevelopers} dies or becomes disabled.
10.2.	=	[G/Z/ol-i/s3]
10.3.sec	=	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 B. (iii). above. {_Developer} agrees to deliver the {_Software} then completed.
10.4.sec	=	If the {_Agreement} is terminated due to the death or disability of {_Developer}, then {_Developer} (or {_Developer}'s executor, administrator or other representative) shall deliver that part of the {_Software} then completed, provided payment is made by {_Buyer} for such completed part.
10.	=	[G/Z/ol-AA/s4]
11.Ti	=	Notices.
11.0.sec	=	All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when mailed by certified or registered mail, postage prepaid, or by commercial overnight delivery service addressed as follows.
11.1.sec	=	If to {_Buyer} to: {P1.US.Notice.sec}
11.2.sec	=	If to {_Developer} to: {P2.US.Notice.sec}
11.00.sec	=	Or to such other address as identified by a party to the other in writing.
11.	=	[G/Z/ol-none/s2]
12.Ti	=	No Waiver.
12.sec	=	The failure of a party to require strict performance of any provision of this {_Agreement} by the other, or the forbearance to exercise any right or remedy, shall not be construed as a waiver by such party of any such right or remedy or preclude any other or further exercise thereof or the exercise of any other right or remedy.
13.Ti	=	Assignment.
13.sec	=	The rights, duties and privileges of {_Developer} shall not be transferred or assigned by it, in whole or in part, without the prior written consent of {_Buyer}.
14.Ti	=	Entire Agreement.
14.sec	=	This {_Agreement} constitutes the entire agreement between parties as to the subject matter hereof and supersedes all prior understandings or agreements whether oral or written. This {_Agreement} may be modified only be written instrument signed by the parties hereto.
15.Ti	=	Successors
15.sec	=	This {_Agreement} shall be binding upon and insure to the benefit of the successors and permitted assigns of the parties hereto.
16.Ti	=	Severability
16.sec	=	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.
17.Ti	=	Governing Law
17.sec	=	The terms of this {_Agreement} shall be construed and enforced under the laws of {Law.State.the}.
18.Ti	=	Headings
18.sec	=	The headings used in this {_Agreement} are for convenience only and are not to be used in construction or interpretation.
	=	[G/Z/ol/18]