Software joint

The new joint venture will be based at Prague and will be hiring up to IT experts over the next few years. Original px. Show more Show less. If Client refuses to approve the acceptance test, such rejection shall be explained in writing. If Client still refuses to approve the acceptance test, the dispute shall be resolved pursuant to Section Developer shall give written notice to Client when the repairs have been completed and Client shall promptly resume its acceptance test.

The approval period may only commence when the acceptance test has been approved by Client. The Software shall be put into regular operation after Client acceptance test has been successfully completed and approved. All payments made to Developer under this Agreement must be in United States currency. When travel is necessary to perform the Work, compensation will include reimbursement of all reasonable and necessary travel, living, and out-of-pocket expenses incurred by Developer in performing the Work.

Client will reimburse Developer for the cost of any development software or commercial software libraries that Developer deems necessary to complete the Work, subject to approval by Client. All such fees shall be fully earned when due and non-refundable when paid. This Agreement is effective as of the Effective Date and will continue in full force and effect until complete payment for the Work is received by Developer, unless earlier terminated as provided in this Agreement.

In the event of termination without cause, Client agrees to pay Developer for all Work performed up to the date of termination. All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Developer and will not be disclosed or used by Developer except to the extent that such disclosure or use is reasonably necessary to the performance of the Work.

This assignment is conditioned upon full payment of the compensation due to Developer under this Agreement. Developer will assist Client in obtaining and enforcing patent, copyright and other forms of legal protection for the Software in any country.

Upon request, Developer will sign all applications, assignments, instruments and papers and perform all acts necessary or desired by Client to assign the Software fully and completely to Client and to enable Client, its successors, assigns and nominees, to secure and enjoy the full and exclusive benefits and advantages of the Software at no charge to Client; however, Client shall reimburse Developer for reasonable out-of-pocket expenses.

Nor are there any warranties created by a course of dealing, course of performance or trade usage. The foregoing exclusions and disclaimers are an essential part of the Agreement and formed the basis for determining the price charged for the Software. Developer warrants the Work will be performed in a workmanlike manner, and in conformity with generally prevailing industry standards.

Developer warrants the Software will not infringe on any copyright, patent, trade secret or other intellectual property interest of any third party. Following any bona-fide claim of infringement, Developer shall promptly correct the Software so as not to be infringing, or secure at its own expense the right of Client to use the Software without infringement.

Developer makes no warranty of any kind, whether express or implied, with regard to any products, software, content, equipment, or hardware obtained from third parties. If any dispute arises concerning this Agreement, venue shall be laid exclusively in the state and federal courts of [COUNTY] County, [STATE] which shall have exclusive jurisdiction over such dispute and the Parties consent to the personal jurisdiction of such courts.

Developer shall not be responsible for delays or failures in performance resulting from acts beyond the control of Developer, including, without limitation, acts of God, strikes, riots, acts of war, epidemics, fire, communication and power line failures, earthquakes, and hurricanes.

The rights, duties, and privileges of a Party to this Agreement shall not be transferred or assigned by it, in whole or in part, without the prior written consent of the other Party. If Client sells its business to a third party, such consent by Developer will not be unreasonably withheld. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto.

This Agreement may not be amended except by a writing signed by an authorized representative of both Parties. In case of any one or more of the provisions of this Agreement should be held invalid, illegal or unenforceable, each such provision shall be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remaining provisions contained in this Agreement shall not in any way be affected or impaired.

No modification, extension or waiver of this Agreement shall be valid unless made in writing and signed by an authorized representative of the Party to be charged. No written waiver shall constitute, or be construed as, a waiver of any other obligation or condition of this Agreement.

All notices, demands or other communications required or permitted to be given under this Agreement by either Party to the other may be effected either by personal delivery in writing or by U. Mailed notices shall be addressed to the other Party at the address appearing in the introductory paragraph of this Agreement, but each Party may change such address by written notice in accordance with this paragraph.

That agreement, however, assigned some copyright ownership over the customized software to IT. It is on that basis that ABN argued that IT independently contributed to the software and that it was deserving of copyright joint-ownership.

Next, ABN sold its subsidiary IT, the licensee, and seemingly failed to properly audit intellectual property rights before the sale. Hence, by the time the deal was made, the license had not been assigned to ABN. It was too late to assign the license to ABN.

Naturally, an agreement could not be reached. Hence the lawsuit. The court eventually found against ABN, holding that their claim of join-ownership was without merit. In the context of software license, when the licensor retains ownership over most of the copyrighted software , while at the same time granting some form of copyright ownership to the licensee, failing to contractually limit joint-ownership rights risks putting the ownership of the whole underlying software and the revenue streams of the licensor in jeopardy.

When selling a subsidiary make sure your IP rights are preserved in this case the software license should have been assigned to the parent before the sale of IT, the licensee. Licensees are often granted some form of ownership over the work tailored to the particular business needs of the licensee. Granting some copyright ownership to the licensee while at the same time retaining some ownership oneself creates the potential for joint copyright ownership over the software.

Joint-ownership could be terribly damaging to the licensor for two reasons.