Software Licensing and Development Forms

Set up a New Zealand partnership to develop and market a software product with this comprehensive Software Development and Commercialisation Partnership Agreement.

Designed for use in New Zealand, this fully editable Microsoft Word template defines the intent of the parties, and addresses the legal and business issues that arise generally between partners in a business venture, and specifically with respect to the development and marketing of new software products.

Unlike many short online templates, this agreement covers all aspects of the partnership, including:

• development responsibilities and methodology,
• source code repository,
• third-party materials and AI-generated materials,
• intellectual property ownership and improvements,
• moral rights,
• confidentiality,
• privacy and cybersecurity,
• marketing and licensing,
• support and maintenance,
• revenues, expenses and taxes,
• warranties and indemnities,
• liability issues,
• termination and exit,
• dispute resolution,
• and much more.

Purchase once, download instantly, and customise the agreement to suit your business.

Who Can Use this Software Development and Commercialisation Partnership Agreement

This agreement template is ideal for:

• Software developers
• Boutique development agencies
• System integrators
• SaaS providers
• Value-added resellers
• Enterprise vendors
• White-label distributors
• Start-up studios
• Industry-specific projects (education, healthcare, retail, etc.)

Whether you are a solo tech entrepreneur or a large-scale developer, this agreement provides a professional framework for the relationship.

What Does This Agreement Cover?

The agreement includes sections dealing with:

• Structure and purpose of the partnership
• Aspects of the software development, including methodology, environment, documentation, testing, acceptance, change requests, and continuing development
• Third-party materials, open-source, AI tools
• Source code and object code, trademarks, branding, intellectual property protection
• Data, privacy and security
• Marketing, licensing and commercialisation
• Responsibilities of parties for support, maintenance, updates and upgrades
• Service levels
• End of life
• Revenues, expenses, costs, accounting, taxes
• Confidentiality and required disclosure
• Warranties, indemnity, and limitation of liability
• Termination and exit procedures
• Dispute resolution
• Governing law
• Electronic communications and signatures

The document is fully editable, to allow you to customise it for your specific circumstances. The agreement template is compliant with current New Zealand laws, including privacy and handling of personal information.

Why Use a Written Software Development and Commercialisation Partnership Agreement

In any partnership arrangement, even with someone you trust, misunderstandings can arise over many aspects of the business, such as:

• Who owns the product(s) being created
• How confidential information must be handled
• Who is responsible for customer relations, privacy issues, upgrades, etc.
• Termination rights and responsibilities
• Access to business systems and customer information

A professionally prepared agreement helps clarify expectations before work begins and provides both parties with a clear written understanding of the business relationship.

Key Features

• Professionally drafted by legal practitioners
• Fully editable Microsoft Word format
• Includes 10 pages of schedules
• Easy to customise to exactly fit your circumstances
• Instant download
• Compliant with New Zealand laws
• Plain English drafting
• Comprehensive commercial provisions
• Reusable template that can be revised for multiple ventures

Why purchase this contract template?

Entering into a partnership with one or more other parties creates a complex and multi-layered relationship. A well-written agreement helps establish professional expectations from day one and provides a solid legal foundation for the partners.

This professionally drafted agreement helps protect both parties while creating a clear roadmap for a successful software development and marketing venture.

Frequently Asked Questions

What are the benefits of partnering for software development?

Finding a software development partner gives you access to technical expertise, improves efficiency, and reduces the time required to develop and bring a product to market. Partnering with a professional software development team reduces costs and streamlines the process.

Who owns the source code?

This agreement template contains a set of options for ownership of intellectual property generated by the development team, so that you can choose the option that best suits you.

What type of partnership is formed in this Agreement?

The partners can choose to form an ordinary partnership under the New Zealand Partnership Law Act 2019, or to operate the partnership through an incorporated entity. 

How does the Agreement template handle the use of AI?

The Agreement sets limitations and restrictions on the use of AI tools in connection with the software development, including prohibiting disclosure of confidential information and personal information, and requiring review of all AI-generated code and material before incorporating it.

Can I edit the document template?

Yes. The New Zealand Software Development and Commercialisation Partnership Agreement is a fully editable MS Word document that can be downloaded immediately after purchase. You can reuse the template as often as required, so it is ideal for multiple projects.

Document Details

Document Name: Software Development and Commercialisation Partnership Agreement

Jurisdiction: New Zealand

Format: Microsoft Word (.docx)

Pages: 33 (including all schedules)

Editable: Yes

Reusable: Unlimited personal or business use

Instant Download: Yes

References

New Zealand Partnership Law Act 2019

New Zealand Privacy Act 2020

Set up a strategic partnership to develop and market software apps in the UK with this comprehensive Software Development Partnership Agreement.

Purpose of Partnership Agreement

The Agreement is between two parties who will work together to develop, implement, market and provide ongoing support for the software.

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

Management of the Partnership Business

Each partner 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 from sales of the software 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 circumstances. The document is governed by English intellectual property laws and should only be used for partnerships in the United Kingdom.

Prepare a Software Distribution Agreement with a national or international distributor with this comprehensive template for Canadian software publishers.

• The publisher (owner) appoints the distributor as its exclusive distributor in a primary territory, and as a non-exclusive distributor in secondary territories.
• The distributor must meet minimum annual revenue quotas, and must provide quarterly activity reports to the publisher.
• The distributor must provide written reports identifying any problems the distributor believes to be caused by errors in the software.
• The publisher will provide all corrections, enhancements and upgrades to the software, and all training and support.
• The publisher will provide a list of all current customers and all potential sales leads for the designated territories.
• The distributor agrees not to take part in marketing or developing any product which would compete with the software.
• The Agreement is governed by Canadian laws.
• This legal document template is available in MS Word format and can be easily modified.

Place software into escrow with this comprehensive Software Escrow Agreement for Canadian software developers.

• Parties. The escrow is being set up in conjunction with software licence and maintenance agreements between a developer and a customer (licensee) who requires uninterrupted availability of the source code as an essential element of its business.
• Terms of Escrow. The developer will deposit the source code, documentation and related materials with the escrow agent following development, and will deposit upgrades to the software each time modifications are made.
• Role of Escrow Agent. The escrow agent will hold the materials in escrow until such time as it is instructed to release them in accordance with the agreement.
• Ownership of Materials. The developer remains the owner of all escrowed materials. The licensee's interest is limited to that of a licensee only.
• Indemnification. The developer and the customer both indemnify the escrow agent against all liability, damages or costs arising from its acting as escrow agent.
• Scope of Law. This is a U.S. legal document intended for use within the United States.
• How to Get the Form. You can download the MS Word document immediately after you purchase it. Other formats are available on request.

Place source code in escrow with this Software Escrow Agreement template for UK software developers.

Purpose of the Agreement

The Escrow Agreement is established in connection with software license and maintenance agreements between the developer, referred to as the licensor, and the customer, known as the licensee.

This Software Escrow Agreement ensures that licensees who rely on uninterrupted access to the software's source code for their business operations can do so securely and reliably.

Deposit of Source Code and Materials

Upon completion of development, the licensor is required to deposit the source code, accompanying documentation, and any related materials with the designated escrow agent. Additionally, the licensor must deposit any upgrades to the software following each modification.

Role of the Escrow Agent

The escrow agent is responsible for holding the deposited materials in escrow. The agent will retain custody of these materials until instructed to release them according to the terms specified in the agreement.

Fees and Termination

If the escrow agent's fees are not paid as agreed, the agent reserves the right to terminate the agreement and destroy the materials held in escrow.

Liability of the Escrow Agent

The escrow agent shall not incur any liability under the agreement except in cases of willful misconduct or gross negligence.

Deposit Form

The agreement includes a deposit form, which the licensor must complete each time materials are deposited into escrow.

Governing Law

This Escrow Agreement template is governed by English law, ensuring that all terms and conditions are interpreted and enforced under the relevant legal framework.

Set up an escrow to hold source code during the term of a license with this comprehensive Software Escrow Agreement for USA based developers.

• Purpose of Agreement. The escrow is being set up in connection with software licence and maintenance agreements between the developer and a customer (licensee) who requires uninterrupted availability of the source code as an essential element of its business.
• Escrowed Materials. The developer will deposit the source code, documentation and related materials with the escrow agent following development, and will deposit upgrades to the software each time modifications are made.
• Role of Escrow Agent. The escrow agent will hold the materials in escrow until such time as it is instructed to release them in accordance with the agreement.
• Ownership. The developer retains ownership of all escrowed materials. The licensee's interest is limited to that of a licensee only.
• Indemnification. The developer and the customer both indemnify the escrow agent against all liability, damages or costs arising from its acting as escrow agent.
• Governing Laws. This legal document is intended for use within the U.S. and makes reference to laws of the United States.
• How to Get the Form. You can download the MS Word document immediately after you purchase it. Other formats are available on request.

Don't take changes with your intellectual property rights. Protect yourself with this Software Evaluation Nondisclosure Agreement for Australia.

When to Use This Nondiscosure Agreement

Before you allow anyone to test your software products for evaluation purposes, make sure they sign this Nondisclosure Agreement.

Key Provisions

• The evaluator agrees not to disclose any confidential or proprietary information with respect to the software being evaluated.
• The evaluator also agrees to promptly return all information and materials to the developer at the completion of the evaluation.

Format and Jurisdiction

• The Software Evaluation Nondisclosure Agreement is a downloadable template provided in MS Word format. It is fully customisable and reusable, making it both affordable and convenient for your needs.
• This legal contract form is governed by the laws of Australia. It can be used in any Australian state or territory.

Protect your intellectual property rights during evaluation of a software app with this Nondisclosure Agreement for Canadian software developers.

• The party evaluating the software (evaluator) agrees not to disclose any confidential and/or proprietary information with respect to the software app under review.
• The evaluator also agrees to promptly return all information and materials to the developer when it completes the evaluation.
• This Software Evaluation Nondisclosure Agreement is a Canadian legal form that can be used across Canada except in the Province of Quebec, where a French language version may be required.
• The template is available as a MS Word document and is easy to download, edit and use.

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.

Develop software for a client and license it back to them under this Software License and Development Agreement for U.S. software developers.

• The developer will develop a software system for the client and grant them a non-transferable, non-exclusive perpetual license to use the system.
• Any affiliate of the client may license the system, at no additional cost, by agreeing in writing to be bound by the terms of the License Agreement.
• The developer retains all rights to the system (including all proprietary intellectual property rights), and to all modifications and enhancements, but the client retains all rights to the name of the system.
• Any of the developer's personnel who will be performing services at the client's facility must clear the client's security requirements and will be supervised by the client's personnel.
• The developer indemnifies the client against all liability and claims and agrees to pay all costs and damages arising from any claim of infringement and against all claims, damages and costs arising from any act of negligence, willful misconduct or dishonesty of an employee of the developer or its subcontractors.
• There are mutual confidentiality provisions for both parties.
• 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 licensee.
• The developer will keep a complete up-to-date copy of the source code in escrow with a designated escrow agent. The licensee will have access to the source code in certain circumstances, for instance, if the developer ceases doing business or files for bankruptcy.
• This legal form is governed by US laws.
• The contract template is available as a downloadable Microsoft Word document.