Canada Software Licence and Development Agreement

Canadian software developers, prepare a Software Licence and Development Agreement with this comprehensive template.

• The developer agrees to develop a software system for the client, and grants the client 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 Agreement.
• The developer retains all rights to the system 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 obtain security clearance and will be supervised by the client's personnel.
• The developer indemnifies the client against all liability, claims, costs and damages from infringement claims or from actions or inactions of the developer's personnel 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.

This Canada Software Licence and Development Agreement template is available as a fully editable Microsoft Word form.