DEVELOPMENT OF SOFTWARE. DEVELOPMENT OF THE SOFTWARE
2.01 Following the execution and delivery of this Agreement, BrainTech shall use diligent and continuous efforts to cause the Software to be developed generally in accordance with the Specifications. SSI acknowledges that some or all of the development work may be carried out through BrainWare Systems Inc., as a sub-contractor to BrainTech. SSI TO PAY DEVELOPMENT COSTS
2.02 SSI will pay for the development of the Software in accordance with the following procedure.
(a) At the end of each month, BrainTech shall be entitled to submit an invoice to SSI in an amount equal to:
(i) the costs incurred by BrainTech during the month in the development of the Software; plus
(ii) a 10% allowance for profit.
(b) In calculating the costs incurred in the development of the Software, BrainTech shall be entitled to charge for work done by personnel in the categories described in Schedule "B" at the charge out rates set out in Schedule "B".
(c) For work done by personnel not included in the categories set out in Schedule "B", BrainTech shall include in its invoices such time charges as it considers reasonable. SSI shall be entitled to dispute the reasonableness of any such charges by giving notice to BrainTech within 30 days of receiving the invoice. If the parties are unable to resolve their disagreement within 30 days of SSI giving such notice, then any dispute shall be resolved by arbitration pursuant to section 7.07.
(d) BrainTech shall be entitled to include in its invoices other out of pocket expenses incurred in the development of the Software, plus a 10% allowance for profit.
(e) SSI shall pay all invoices within 30 days of receipt. If SSI disputes the amount of any invoice, it shall be entitled either to:
(i) pay such amount as may be in dispute into a lawyer's trust account pending resolution of the dispute; or
(ii) pay such amount as may be in dispute to BrainTech, subject to the right of SSI to recover the amount in dispute subsequently, if the dispute is resolved in SSI's favour. AUDIT RIGHTS
2.03 SSI shall at any time have the right on reasonable notice to BrainTech to audit the books and records of BrainTech in respect of the amounts charged to SSI pursuant to this Agreement for any period. The costs of the audit shall be borne by BrainTech if the results of such audit disclose that BrainTech overcharged SSI by 10% or more in respect of the period under audit. Any dispute arising out of such audit shall be resolved by arbitration ...
DEVELOPMENT OF SOFTWARE. In addition to the General Provisions (Chapter I) of these General Terms and Conditions and the specific provisions in the Chapter III "Services", the provisions set forth in this Chapter IV "Development of Software" shall apply if FP-development B.V. develops software at the Customer's instruction and possibly installs it. The Chapter V "Software Use and Maintenance" shall also apply to this software, except insofar as this Chapter IV provides differently. The rights and obligations referred to in this Chapter IV shall pertain solely to computer software in a form which is readable for a data processing machine and recorded on material which is readable for such a machine, as well as to the related documentation. Where this Chapter IV mentions "software", this shall also refer to websites.
DEVELOPMENT OF SOFTWARE. 21.1 If specifications for or a design of the software to be developed were not already given to Company when the Agreement was concluded, the Parties shall in consultation specify in writing which software shall be developed and in which manner this shall occur. Company shall develop the software with due care based on data to be provided by the Customer, the correctness, completeness and consistency of which the Customer shall warrant. If the Parties have agreed to use a development method which is characterized by the design and/or development of software parts being subject to a further setting of priorities to be determined during execution of the Agreement, this setting of priorities shall always occur in consultation between the Parties.
21.2 Company shall be entitled, but not required, to examine the correctness, completeness or consistency of the data, specifications or designs given to it and, if any imperfections are discovered, to suspend the agreed work until the Customer has eliminated the imperfections concerned.
21.3 Subject to the provisions in Article 6, the Customer shall only acquire the right to use the software in its own company or organization. The software's source code and the technical documentation created in developing the software may only be made available to the Customer if and insofar as expressly agreed in writing, in which event the Customer shall be entitled to make changes to this software. If Company is obliged at law to make the source code and/or technical documentation to the Customer, Company may demand a reasonable fee.
DEVELOPMENT OF SOFTWARE. A. Beta version of the Developed Products shall be made available to the Customer for approval, within 210 days of the Commencement Date. Upon delivery of the working version of the Developed Products to the Customer, the Customer shall have 21 days to approve the working version of the Developed Products.
DEVELOPMENT OF SOFTWARE. 21.1 If specifications for or a design of the software to be developed were not already given to FP-development B.V. when the Agreement was concluded, the Parties shall in consultation specify in writing which software shall be developed and in which manner this shall occur. FP-development B.V. shall develop the software with due care based on data to be provided by the Customer, the correctness, completeness and consistency of which the Customer shall warrant. If the Parties have agreed to use a development method which is characterized by the design and/or development of software parts being subject to a further setting of priorities to be determined during execution of the Agreement, this setting of priorities shall always occur in consultation between the Parties.
21.2 FP-development B.V. shall be entitled, but not required, to examine the correctness, completeness or consistency of the data, specifications or designs given to it and, if any imperfections are discovered, to suspend the agreed work until the Customer has eliminated the imperfections concerned.
21.3 Subject to the provisions in Article 6, the Customer shall only acquire the right to use the software in its own company or organization. The software's source code and the technical documentation created in developing the software may only be made available to the Customer if and insofar as expressly agreed in writing, in which event the Customer shall be entitled to make changes to this software. If FP-development
DEVELOPMENT OF SOFTWARE. The Supplier may, on prior notice to the Buyer, make changes to the Standard Support Services, provided such changes do not have a material adverse effect on the Buyer's business operations.
DEVELOPMENT OF SOFTWARE. Buyer wishes to secure the services of Seller to develop a first release of certain software and software production systems (collectively, the “Software”) as more fully described in certain Statement of Work Agreements to be executed by Buyer and Seller. Such development shall be completed and the first production release shall be available by the end of the Term described below. The Software will implement a tiered, modular approach to the on-line storage solutions as a service business of Buyer. Enterprise class, scalability, protection, and reliability will be core tenets. The Software will also implement systems management for use by both Buyer and Buyer’s customers. During the Term, Seller will complete the necessary steps to take the project from concept, through specification, coding, alpha testing, beta testing and production. Xxxx Xxxxxxx and Xxxxx Xxxxx will be deployed by Seller on a full time basis throughout the Term to complete such development.
DEVELOPMENT OF SOFTWARE. A. A working version of the Developed Products shall be made available to the Customer for approval, within 180 days of the Commencement Date. Upon delivery of the working version of the Developed Products to the Customer, the Customer shall have 21 days to approve the working version of the Developed Products, to reject that portion of the working version of the Developed Products which do not meet acceptable test criteria, or to reject the working version of the Developed Products as a whole, or to request specific clarifications, additions or modifications to the working version of the Developed Products. The Developers shall comply with any such requests within 30 days from receipt of notice thereof.
B. Following acceptance by the Customer of the plan of development, the Developers shall proceed with testing, volume testing and debugging of the Software all in accordance with the Implementation Schedule. In connection therewith, Developers shall provide the services of such personnel as may be necessary in order to efficiently complete the foregoing.
C. The working version of the Developed Products will be coded primarily in Java using such techniques, standards and conventions as have been developed by Developers.
D. The Customer shall be deemed to have accepted the working version of the Developed Products when:
1) The Customer failed to exercise any of the options provided for in Clause 4 (A) within 21 days from delivery of the working version of the Developed Products;
2) The Developers have successfully completed all testing of the working version of the Developed Products as contemplated and provided for in Clause 4(C); or
3) The Developers have fully complied with the Customer’s request (if any) for specific clarifications, additions or modifications as contemplated and provided for in Clause 4(A);
DEVELOPMENT OF SOFTWARE. The parties acknowledge that KIS is currently developing or may in the future develop software ("Developmental Software")
(a) separate and apart from the products licensed to MCM pursuant to the License Agreement or any software provided to MCM as part of the Services and (b) separate and apart from any products currently licensed or provided by KIS to other customers of KIS or subsequently commissioned by other customers of KIS or which KIS is obligated as of the date of this Agreement by contract to provide. KIS hereby agrees that KIS will provide a proposal offering to MCM the opportunity to purchase, license and/or to participate in the commercialization of any such Developmental Software prior to KIS' offering a similar opportunity to so purchase, license and/or participate in the commercialization of such Developmental Software to an unaffiliated third party. Upon deliver of KIS' proposal to MCM, MCM shall thereafter have thirty (30) days in which to notify KIS in writing of MCM's acceptance of the proposal or of MCM's desire to negotiate with KIS to purchase, license or participate in the commercialization of the Developmental Software which is the subject to such proposal. If MCM wishes to negotiate, it will have an additional thirty (30) days, during which the parties will negotiate in good faith to execute a contract enabling the venture to proceed. If (a) MCM does not accept the property within the initial thirty (30) day period, (b) MCM notifies KIS in writing that it does not wish to accept the proposal, or (c) the parties commence negotiations but have not executed a contract within the additional thirty (30) day deadline, KIS shall have no further obligation to MCM under this Section 23 with respect to the Developmental Software contained in the proposal, including multiple similar offers to so purchase, license and/or participate in the commercialization of the same Developmental Software, to multiple unaffiliated third parties. Nothing in this Section 23 shall in any way be construed to obligate KIS to offer to MCM an exclusive right to purchase, license and/or participate in the commercialization of any Developmental Software. Notwithstanding any provision contained in this Agreement to the contrary, MCM shall have no right to terminate this Agreement pursuant to Section 19(b)(i) solely as a result of KIS' breach of its obligations pursuant to this
DEVELOPMENT OF SOFTWARE. BEYOND RELEASE 1.
