Acquisition Agreement for Co-Ownership of Software | Canada

Canadian software consultants can use this comprehensive template to prepare Consulting Agreements for clients that they are developing software for.

• This legal document template can be used in any province or territory.
• The consultant is not subject to supervision by or instructions from the client.
• The consultant indemnifies the client against claims by Revenue Canada for employee deductions, and against claims for damages, loss or injury caused by the consultant's employees.
• The consultant and its employees are bound by confidentiality and nondisclosure provisions with respect to the client's information and data.
• The client is the sole owner of all deliverables under the contract.
• The consultant will not solicit staff or customers of the client.
• The consultant provides no warranty of the deliverables and assumes no risk or liability for risk or injury resulting from the use of the deliverables.
• This is a Canadian legal form which can be used in most provinces and territories except for Quebec, where a French language version may be required.
• Download the contract immediately after you purchase it. The document is available in MS Word format and is easy to customize.

Grant a publisher, reseller or distributor a Perpetual Software Licence with this template legal form for Canadian software developers.

Purpose of Licence Agreement

The developer grants the licensee a permanent, irrevocable, perpetual, royalty-free, non-exclusive licence to distribute, resell, sublicense or otherwise make use of the software. In return for the perpetual licence, the licensee pays the developer a one-time licence fee.

Ownership of Software

The developer retains ownership of the original software product. If the licensee creates derivative works from the original, the licensee will own the title to those works.

Reverse Engineering

The licensee has the right to decompile, disassemble and reverse engineer the software.

Format and Governing Laws

The Perpetual Software Licence template is provided in MS Word format and is fully editable and reusable.

This legal document is governed by Canadian copyright and intellectual property laws. It can be used anywhere in Canada except for Quebec, where a different form may be required.

Create a strategic partnership to develop and market software apps in Canada with this Software Development Partnership Agreement template.

Purpose of Partnership Agreement

The partners agree to work together to develop, implement, market and provide ongoing support for the software.

One of the partners will have primary responsibility for development of the software, and the other will have primary responsibility for marketing and selling the final product. However, both parties will be required to expend sufficient time and effort in all areas.

Management of the Partnership Business

Both parties will have equal rights in managing the business, but neither partner has the authority to act on behalf of the other partner.

Revenues will be deposited into an operating account from which partnership expenses will be paid. Profits will be distributed to the partners at regular intervals. Each partner is responsible for paying their own taxes and remittances.

Intellectual Property

The Agreement contains two alternate sets of clauses for ownership of the intellectual property - one for joint ownership and one for individual ownership. The template document also contains confidentiality and non-competition provisions.

Format and Legal Jurisdiction

This Software Development Partnership Agreement is available as a downloadable MS Word template and is fully editable to fit your unique needs. The document is governed by Canadian intellectual property laws and should only be used for partnerships in Canada.

Canadian software developers can use this legal contract template to prepare an in-depth Software Licence and Development Agreement for a client.

• The developer agrees to develop a software product for the client and grants the client a non-transferable, non-exclusive perpetual license to use the product in their business.
• The client may sublicense the product to its affiliates at no additional cost. The affiliates must agree in writing to be bound by the terms of the Agreement.
• The developer retains all rights to the product and to all modifications and enhancements. The client owns the rights to the name.
• Any of the developer's employees or contractors who will be performing services at the client's facility must obtain security clearance and will be supervised by the client's personnel.
• The developer will indemnify the client against all liability, claims, costs and damages from infringement claims or from actions or inactions of the developer's employees and contractors.
• The developer will not be liable for any consequential damages. The developer's maximum liability will be limited to the total amount of fees paid by the client.
• Each calendar quarter during the term of the Agreement, the developer will place a complete up-to-date copy of the source code in escrow with a designated escrow agent. The client will have access to the source code in certain circumstances, for instance, if the developer ceases doing business or files for bankruptcy.
• The Agreement is governed by Canadian intellectual property laws and can be used across Canada except in Quebec where a French language version may be required.
• The Software License and Development Agreement template is available as a fully editable Microsoft Word document.