Sample contract to joint develop ISP
Sample
CONTRACT
between Burlakov Michael (further — Founder of IT AC DTIP or FT), <...> (further — Monopoly implementer of IT AC DTIP or МI), <...> (further — Business partner from the application area or BPAA), <...> (further — Software development company or SDC) and <...> (further — Venture investor or VI)
on joint development of an Installation software package (further — ISP) on the implementation of IT AC DTIP in a specific application area
1. Duration of Contract
1.1. This Contract comes into force from the date of its signing by the parties and has no statute of limitations.
2. Joint obligations of Contract parties
2.1. Property rights to the ISP, which will be developed within the framework of Contract, belong to all its parties and only them.
2.2. The shared distribution of profits between the parties to Contract from the implementation of ISP and subsequent derivatives of it for the same purpose, which will be developed and implemented in the future, is:
-
- for VI — <...> % (it is not allowed to change during execution of Contract);
- for: FT — <...> %, MI — <...> %, BPAA — <...> % SDC — <...> %, для VI — <...> % (it is allowed to change by consensus of the parties to Contract during its execution).
2.3. The decision to registration of a patent for ISP must be collectively made by the parties to Contract before it is put into operation.
3. Obligations of FT
3.1. Scientific guidance of ISP development.
3.2. Operational consultation of ISP developers.
3.3. Drawing up the Terms of Reference for ISP from its separate parts, which will be developed by the parties to Contract (see below), within <...> days from the date of signing Contract.
3.4. Development of that part of the Terms of Reference for ISP that concerns its function of optimizing discrete processes, within <...> days from the date of signing Contract.
3.5. Development of a mathematical model and algorithms for numerical optimization of discrete processes for the being created ISP with their subsequent transfer to SDC within <...> days from the date of signing Contract.
3.6. Transfer to SDC of all optimization and other programs available to FT, their texts, as well as practical developments and links to their publications related to this application area, within <...> days from the date of signing Contract.
4. Obligations of MI
4.1. Practical management of ISP development and subsequent implementation, including the following responsibilities:
-
- regularly receiving information from SDC about the process of developing ISP and its subsequent trial implementation at BPAA, as well as taking the necessary organizational and other measures to eliminate problems arising in this regard;
- protection of the being created ISP from unauthorized intervention by third parties and from any leaks to the side of information about the process of its development.
4.2. Development of that part of the Terms of Reference for ISP that concerns its practical operation, with its subsequent transfer to FT within <...> days from the date of signing Contract.
5. Obligations of BPAA
5.1. Development of that part of the Terms of Reference for ISP that relates to this application area, as well as the connection of the ISP with existing software and information tools BPAA used in this area, with its subsequent transfer to FT within <...> days from the date of signing Contract.
5.2. Providing FT, MP and SDC with all the necessary information about this application area, as well as about those existing software and information tools with which the being developed ISP will be interfaced.
5.3. Providing SDC with a production site for debugging and testing the being developed ISP during its creation and trial operation.
6. Obligations of SDC
6.1. Development of that part of the Terms of Reference for ISP that concerns the software of the ISP being created, with its subsequent transfer to FT within <...> days from the date of signing Contract.
6.2. Regularly informing (at least once a week) FT and MI about the ISP development process and its subsequent trial operation, as well as about the technical and other problems that arise during this process.
7. Obligations of VI
7.1. Funding for the following four stages of the ISP development and implementation process: 1) its development, 2) its trial operation at BPAA, 3) possible registration of a patent for it (see clause 2.3 above), 4) an advertising campaign on its widespread implementation all over the world.
7.2. VI undertakes to transfer for the purposes specified above in clause 7.1, a sum of money in the amount of <...> <monetary units> within <...> days from the date of signing Contract to the following MI checking account: <.. .>.
8. Conditions for early withdrawal from Contract by one of its parties
8.1. Any party to Contract may withdraw from it on its own initiative, if at the same time it gives its written obligations to the remaining parties to Contract about non-disclosure of information it possesses related to the ISP development process. At the same time, clause 2.2 of Contract is amended by consensus of its other parties in the direction of reducing the share of the profit for the party leaving Contract.
Founder of IT AC DTIP (FT): Monopoly implementer of IT AC DTIP (MI):
_________ /Burlakov M./ _________ / <...> /
" "_________ 20__ y. " "_________ 20__ y.
Business partner from the application area Software development company (SDC):
(BPAA):
_________ / <...> / _________ / <...> /
" "_________ 20__ y. " "_________ 20__ y.
Venture investor(VI):
_________ / <...> /
" "_________ 20__ y.