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Software Development Partnership Agreement
"I need a Software Development Partnership Agreement for a joint venture between my AI software company and a healthcare technology provider, where we'll be co-developing medical diagnostic software and sharing the IP rights equally, with the partnership starting in March 2025."
1. Parties: Identification and details of all parties entering the partnership
2. Background: Context of the partnership and general objectives
3. Definitions: Key terms used throughout the agreement
4. Scope of Partnership: Detailed outline of partnership activities and responsibilities
5. Intellectual Property Rights: Ownership and licensing of developed software and related IP
6. Financial Terms: Revenue sharing, costs, and financial obligations
7. Term and Termination: Duration of partnership and termination conditions
8. Confidentiality: Protection of confidential information and trade secrets
9. Representations and Warranties: Statements of fact and promises made by each party
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. Dispute Resolution: Procedures for handling disagreements and conflicts
12. General Provisions: Miscellaneous legal terms including governing law, notices, and assignment
1. Non-Compete: Restrictions on competing activities during and after the partnership
2. International Operations: Provisions governing cross-border activities and compliance
3. Source Code Escrow: Terms for source code protection, access, and third-party escrow arrangements
4. Data Protection and Privacy: Specific provisions for handling personal data and ensuring privacy compliance
5. Force Majeure: Provisions for handling unforeseen circumstances and events beyond parties' control
1. Schedule A - Project Specifications: Detailed technical requirements, deliverables, and development milestones
2. Schedule B - Service Level Agreement: Performance metrics, service standards, and response times
3. Schedule C - Revenue Sharing Calculator: Detailed breakdown of financial calculations and profit-sharing mechanisms
4. Schedule D - IP Assignment Forms: Templates and forms for intellectual property transfer and assignment
5. Schedule E - Security Requirements: Specific security protocols, standards, and compliance requirements
6. Schedule F - Key Personnel: List of key team members and their roles in the partnership
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