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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.
Download: Canada Software Licence and Development Agreement
Related Forms:
- Canada Acquisition Agreement for Co-Ownership Rights in Software
- Canada Functional Specifications Development Agreement
- Canada Quitclaim Assignment of Rights in Software
- Canada Software Development Agreement
- Canada Software Evaluation Nondisclosure Agreement
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