DATED

An

A G R E E M E N T

between

(COMPANY)

and

(CLIENT)

relating to the construction and support of a software product to be known as the

(PRODUCT NAME)

THIS AGREEMENT is made on the                 day of                                          Two Thousand

BETWEEN

(1)	The “Company”	

AND

(2)	The “Client”	

IT IS AGREED THAT

(a)	the Company (a “Party”) will develop and thereafter support the Software listed in Part I of the Schedule to this Agreement (herein referred to as the “Software") in exchange for timely payment in full by the Client of the amounts detailed in Part II of the Schedule to this Agreement relating to Costs and Fees (the "Price")

(b)	the Client (a “Party”) will purchase the Software and Support in accordance with the following terms and conditions and in accordance with the Payment Terms as set out in Part III of the said Schedule

1	Entire Agreement

1.1	It is specified that the entire agreement between the Company and the Client (the “Parties”) shall comprise this Agreement the Schedule thereto the Software Support and Maintenance Agreement the Timetable and the Company’s Reply to the Client’s Invitation to Tender and that no addition to or modification of any provision contained within this Agreement shall be binding upon the Parties unless made in writing and signed by a duly authorised representative of each of the Parties

2	Timetable

All work carried out under the terms of this Agreement shall be governed by the Timetable (the “Timetable”) as shall be approved by the Client and Company and attached as Part IV of this Agreement

3	Specification of the Software 

3.1	The Company will produce a Technical Specification (the “Specification”) detailing the intended purpose, scope, set-up, data keeping, workings, usage and provisions for maintenance and support of the Software

3.2	The Client will use its best endeavours to validate the Specifications which it will then formally authorise as determining the purpose, scope, set-up, data keeping, workings, usage and provisions for maintenance and support of the Software

3.3	The Specifications shall then govern the construction, testing, delivery and provisions for maintenance and support of the Software and will serve to identify whether any subsequently discovered defects as may be found in the Software are omissions or errors on the part of the Company or the Client

3.4	Where a matter arises which is not specifically defined in the Specifications then the relevant section of the Company’s Reply to the Client’s Invitation to Tender as is bound with this Agreement as Part V shall have authority

4	Variations Allowed by this Agreement

4.1	The Client shall have the right to vary the Specifications until they are authorised by the Client

4.2	Following authorisation and during the development phase the client shall have the right to vary the specification only with the agreement of the Company. Such changes will be duly minuted and once agreed between the parties will then form part of the Specifications for the purpose of this contract.

4.3	Following the completion of the pilot phase the Company holds itself ready to provide up to 20 additional programming days in addition to the revisions days already included in the contract. which will be charged at the Companies normal rate 

5	Variations Requested Outside the Terms of this Agreement

5.1	Variations agreed at 4.2 above shall be provided for within the fixed price contract 

5.2	Any variation requested at 4.2 above and not agreed with the Company shall be in addition to the fixed price contract and will be charged at the Companies normal daily rate

5.3	The Company will provide the Client with an estimate of the cost of any variation and the likely impact on the timetable of the variation, which once agreed will form the new timetable for contract compliance purposes 

6	Existing System Conversion

6.1	The Company undertakes as part of the Agreement to examine the data files held in the existing system and to write software routines to convert data held in those files to file formats that can be incorporated into (PRODUCT) during the setting-up of the product by users.

7	Software Support and Maintenance

7.1	The Client agrees to subscribe to a Software Support and Maintenance Agreement with the Company 

7.2	The Company undertakes to hold itself ready to provide the support services as described in the Software Support and Maintenance Agreement for a period of 3 (three) years from the effective date of the Software Support and Maintenance Agreement

8	Acceptance

8.1	The Client will confirm acceptance within 15 working days after the completion of each step or phase as described in the Timetable where stage payments are due. Failing this the Client will provide a full description in writing of the reason or reasons for withholding its acceptance

8.2	The Company shall then advise the Client of its intentions regarding remedy in writing within a further 5 working days

8.3	Where the Parties shall agree as to the remedy being for the Company to carry out the Company shall complete such remedy within a further 10 working days or sooner

9	Ownership

9.1	The Company by this Agreement acknowledges that all rights to ownership and usage of the Software as may be developed under the terms of this Agreement are vested equally in the Client as with the Company

9.2	The Client hereby acknowledges that all rights to ownership and usage of the Software are vested equally in the Company as with the Client

9.3	The Company will provide the client with all documentation and source code, together with a complete list of any third-party products used in the development of the (PRODUCT) software, so that the client is able to commission future development from any software developer

9.4	Subject to payment, the Company grants the client an irrevocable, non-exclusive, royalty-free licence to use, reproduce and modify the (PRODUCT) software, source code and documentation. The Company retains intellectual property rights to original ideas and program code developed in the course of developing (PRODUCT), retaining the right to re-use parts of the program code in other projects

9.5	For the avoidance of doubt it is expressly agreed that the Company may not under any circumstances sell or transfer or utilise the source code in the development of other products which may be deemed competitors of (PRODUCT) or potential users of the (PRODUCT) software when developed

10	Assignment or Transfer

10.1	Neither Party shall assign or transfer any of its obligations under this Agreement without the prior written consent of the other Party such consent not to be unreasonably withheld

10.2	The Company shall not sub-contract with any person or persons for the execution of any part of this project without the prior written consent of the Client such consent not to be unreasonably withheld

11	Right of Termination

11.1	The Client shall have the absolute right to terminate all liabilities to the Company arising from this Agreement following the delivery of a termination of agreement letter giving 14 days notice of the intention to do so and on payment of the sum due for completion of those parts of the Specification so far delivered.  

11.2	For the avoidance of doubt the Company warrants that it will hold itself ready to complete the development of the Software as described in the Timetable and will not without reasonable or just cause terminate this Agreement once in force or at any time thereafter seek to vary any of its provisions

12	Warranty

The Company warrants that

12.1	all work executed by the Company pursuant to this Agreement will be executed to the best of its abilities using appropriate skills and all reasonable care and further that all work required to remedy any defects in the Software supplied will be executed in a timely appropriate efficient and accurate manner

12.2	the Software on delivery is free from any known defect or virus and that upon any defect becoming apparent and on receipt by the Company of an appropriate description of the defect together with any necessary supportive information the Company may reasonably require for the purposes of identifying the defect the same will be resolved in accordance with the terms of the Software Support and Maintenance Agreement

12.3	the Software is suited for use with data containing dates falling after 31 December 1999 

13	Liability

13.1	The Company will have no liability whatsoever to the Client for any consequential damages or loss of profit arising from the failure of the (PRODUCT) software

13.2	The Client will be liable for ensuring that use of the software complies with relevant legislation, for example the Data Protection Act

14	Liabilities to Third Parties

The Company warrants that to the best of its belief and knowledge no liability nor prospect of any liability exists in respect of any claim demand or other action arising out of any third party intellectual property infringement claim or claims in respect of the Software

15	Force Majeure

Neither the Company nor the Client will be liable for delay in performing obligations or for the failure to perform obligations if the delay or failure results from force majeure fire explosion industrial dispute failure of equipment programs and services supplied to the Client by a third party or from any other act event or default beyond the control of the Company or the Client (as the case may be) but any such occurrence as aforementioned shall oblige both the Company and the Client to use their best endeavours to mitigate the effects thereof

16	Costs

16.1	All travel and other associated costs including overnight accommodation and subsistence incurred in connection with training, consultancy or for any other agreed purpose shall be subject to reimbursement by the Client provided that the cost of such travel shall have been approved by the Client beforehand such approval not to be unreasonably withheld

16.2	Travel by car shall be charged at the rates published by the Automobile Association, overnight accommodation shall be arranged in suitable accommodation according to availability and convenience and rail travel shall be at standard class rates

16.3	All work not detailed in Part I of the Schedule and which is carried out at the Client's request otherwise than by way of maintenance and support will be charged to the Client at an hourly rate whether such work is carried out at the Client's premises or elsewhere

16.4	The current fee rate is £xx per hour and one month's notice will be given of any increase in such fee rate and any such increase will not normally exceed the movement in the Retail Prices Index for the period since the last increase

17	Delivery

17.1	The Company will deliver the Software to the Client address specified in Part I of the Agreement and install the Software on the date or dates mutually agreed

18	Observance of Statutory Requirements

The Company shall comply with all statutory and other provisions to be observed and performed in connection with the services and shall indemnify the Client against any claims, demands, proceedings, damages, charges and expenses whatsoever in respect of any breach by the Company of this condition

19	Mediation

19.1	If any dispute arises out of this Agreement either Party having failed to settle the matter may seek the intervention of a third party mediator in accordance with the principles operated by the Centre for Dispute Resolution (CEDR).

19.2	Prior to invoking the mediation procedure, the Party must have specified in writing the details of the dispute and the remedy being sought, giving the other side 10 days to respond before calling on the services of the mediator.

19.3	The cost of mediation to be borne equally by both parties.

20	Severability

In the event that any provision of this Agreement is held to be invalid or unenforceable then the remaining provisions of this Agreement shall remain in full force and effect

21	Headings

Headings have been included for convenience only and shall not be used in construing any provisions of this Agreement

SIGNED 
	SIGNED	
NAME 
  	NAME 	
duly authorised for and on behalf of the Client	duly authorised for and on behalf of the Company	

	THE SCHEDULE
	PART I
The Software

1.	The specification, development, installation and testing of the Software system referred to as the (PRODUCT) at the Client's offices at (ADDRESS).

2.	The specification, development and testing of an interface to load data from existing users of the system into the (PRODUCT).

The Services

1.	Software support and maintenance in accordance with an annual Software Support and Maintenance Agreement as attached.

	PART II
	Costs and Fees
The Software					£

“(PRODUCT)”)		

Timely Completion Bonus			

The Services

Annual Software Support and Maintenance				
and a per call charge as agreed and varied from time to time

	PART III
	Payment Terms

Phase or Step	Payment Amount Due	
		
On authorisation of the Functional and Technical Specifications by the Client
	£xxxx	
On  50% of Data Capture Development phase	£xxxx 	
On completion of Data Capture 	£xxxx	
On 50% of output development	£xxxx	
On completion of Output development 	£xxxx	
On  delivery of tested and revised install version for pilot centres (*w/c dd/mm/yy)	£xxxx	
On acceptance of any changes arising out of the Pilot phase	No payment	
On final acceptance of the Software by the Client	£xxxx	
Total	£xxxx	
Timely Completion Bonus  (Payable if all asterixed dates and deliverables are met on time)	£xxxx	

Part IV
The Timetable

Phase or Step	Duration in Weeks	Start Date	Finish
 Date	
Reviewing requirements and finalising contract				
Writing technical specification (first draft, to be revised during development)				
Data Capture				
Configuration				
Output Development				
Support				
Security				
Housekeeping				
Import/Export				
General				
Testing & revisions				
				
Break for training / pre pilot				
				
Pilot - Part 1 (two months)				
Revisions				
Contingency				
Pilot - Part 2 (one month)				
Final Revisions				
Contingency				
Ready for Release				

				

				

Part V
Company’s Reply to the Client’s Invitation to Tender

SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT

This Agreement is made between xxxxxxxxxxxxxxxxx (hereinafter called "the Client") and xxxxxxxxxxxxxx (hereinafter called "the Company") and is effective from                                                                                           (the “Effective Date”)

THE SCHEDULE
Company Software

(PRODUCT)

3rd Party Software

For the sum of £xxxxx exclusive of value added tax payable annually in advance on or before the Effective Date and in subsequent years for a sum to be agreed which will be paid on or before the anniversary of the Effective Date together with a charge per support event as detailed overleaf

For the Client	For the Company

Signed		Signed 

Title		Title  

Date		Date  

TERMS AND CONDITIONS

The Software in respect of which the Agreement has been executed is that described in the Schedule overleaf and the Company's obligations extend to repairing the Software when defective and providing telephone support to the Client for the Software.
 
During the first year of this Agreement where the event prompting the support call is agreed between the Company and the Client to have been the result of defective work by the Company then the cost of the work carried out shall be for the Company’s account.

All other support work and all support work regardless of cause in the second and subsequent years of the Agreement undertaken by the Company relating to this Agreement shall be charged for at the rate of £xx per hour. 

At the end of each support incident the Company will prepare a report describing the problem and its resolution together with a timesheet detailing the time spent resolving the problem.

Where from the outset the Company believes that the reported incident will take more than 4 (four) chargeable hours to resolve or where the work has commenced and it becomes apparent that the problem will require more than 4 (four) hours to resolve then the Company will provide an estimate of the hours required and will seek permission from the Client to continue the work

The Client is expressly advised that the Company expect the Client to be able to restore the scheduled Software and all associated data files from backups when required. In the event that backups are unavailable unreadable or incomplete for any reason then the Company is under no absolute obligation to attempt to recover data by any other means but undertakes to use its best endeavours to do so. The scope and cost of such recovery work shall be subject to agreement between the Company and Client before it is begun

The Company shall insure with a reputable insurance company to cover its liabilities under this Agreement including against all loss of and damage to property (except where such property comprises or includes magnetic media or computer data in any form) and injury to persons (including death) arising out of or in consequence of the Company's obligations under this Agreement. The Company shall furnish proof of such insurance cover if so requested by the Client

While in force the Agreement requires that only the Company may allow or carry out any alterations enhancements repairs to or removals of the scheduled software and the Company will have no obligations to support repair or replace any Software subject to such unauthorised actions

The Company undertakes that it will commence diagnosis and rectification efforts within 24 working hours of a fault call being made by the Client. In the event that a fault cannot be diagnosed or corrected within 1 working day of the fault being reported by the Client then the Company undertakes to provide a workaround within 5 working days enabling as full use of the Software as can reasonably be provided given the existence of the fault and a permanent solution to the fault within 20 working days thereafter.

The Client will nominate a person or persons from its staff as systems managers and the Client further undertakes that these persons shall attend the Company's training courses and that support calls to the Company will be channelled through these nominated persons.

The Company undertakes to hold itself ready to renew this Agreement on the anniversary of its Effective Date up to and including the second anniversary and warrants that it will not during the three year course of this Agreement seek to introduce any new provisions to the Agreement nor seek to end vary or remove any of the provisions or arrangements set out in this Agreement