Agreement for Developing New Technology
This Agreement is made and entered into this __ day of ___________, 20__, by and between [Company Name], a company organized and existing under the laws of the [state/country], with its head office located at [complete address] (hereinafter referred to as Company) and [Contractor Name], a company organized and existing under the laws of the [state/country] with its head office located at [complete address] (hereinafter referred to as Contractor).
WHEREAS, the Company specializes in the ___________ field; and
WHEREAS, the Contractor specializes in the development of new technologies;
NOW THEREFORE, in consideration of the mutual covenants herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Definitions
a) “Project” shall refer to the new technology development project outlined in the attached Exhibit A and any related technology development projects.
b) “Deliverables” shall refer to the various components of the Project listed in the attached Exhibit A.
2. Project to be Developed
The Company agrees that the Project shall be developed within the confines of the Deliverables outlined in Exhibit A. The Contractor agrees to develop the Project pursuant to the terms and conditions of this Agreement.
3. Term of the Agreement
This Agreement shall continue in full force and effect from the date of its execution and shall terminate upon completion of the Project by the Contractor.
4. Compensation and Invoices
The Company agrees to pay the Contractor ___ ([currency]) for the successful completion of the Project. The Company will pay the Contractor in ___ ([number]) separate payments. The first payment will be made upon successful completion of the initial Delevrables and all subsequent payments will be made in ___ ([number]) subsequent installments. The Contractor agrees to submit invoices to the Company at the time of each installment.
5. Contractor’s Obligations
a) The Contractor agrees to:
i. Develop the Project according to the Deliverables listed in Exhibit A;
ii. Submit all Deliverables to the Company upon successful completion of the Project;
iii. Provide to the Company periodic updates regarding the progress of the Project;
iv. Develop the Project in a workmanlike manner, utilizing the most advanced technology available;
b) The Contractor shall be solely responsible for ensuring that all Deliverable meet the requirements of the Project.
6. Company’s Obligations
a) The Company agrees to:
i. Provide the Contractor with any information, data or documents necessary to complete the Project;
ii. Provide feedback and suggestions to enhance the completion of the Project;
iii. Reimburse the Contractor for any reasonable expenses incurred in completing the Project, upon receipt of a valid invoice;
iv. Pay the Contractor in accordance with paragraph 4 of this Agreement.
b) The Company also agrees to provide a detailed list of specifications outlining the requirements of the Project.
7. Confidentiality
The parties agree to keep all information gained through this Agreement confidential and shall not disclose such information to any third parties.
8. Indemnification
The Contractor shall indemnify, defend and hold the Company harmless from and against any losses, damages, costs and/or other liabilities caused directly or indirectly by the actions of the Contractor in performing the Project.
9. Governing Law
The terms and conditions of this Agreement and the rights of the parties hereunder shall be governed by the laws of the [state/country] without regard to any conflict of laws rules.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the date first above written.
[Company Name] _________________________
[Contractor Name] _________________________
