Fill and Sign the Sale of Computer Programming Package Form

Sale of Computer Programming Package Agreement made on the _____________ (date) , between __________________ (Name of Buyer) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ____________________________ _______________________________ (street address, city, state, zip code) , referred to herein as Buyer , and ___________________ (Name of Seller) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at _________________________________________________________ (street address, city, state, zip code) , referred to herein as Seller . Whereas, Seller is a business firm specializing in data processing services; and Whereas, Seller has developed a computer data processing program package for use by marketing research firms to collect, sort, store, and report marketing survey data; and Whereas, Buyer desires to purchase the computer program package to install on Buyer's computers; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Sale of Programming Package Seller shall deliver to Buyer, on or before _______________ (date) , a computer data processing program package that has been developed by Seller consisting of the following elements: (describe elements of program package) __________________ ______________________________________________________________________ _____________________________________________________________________. The program is designed to process marketing research study questionnaire data placed into the computer by using an input format designed and furnished to Buyer by Seller. The computer program is designed for makes and models of computers specified as follows: (makes and models of computers) _______________________ _____________________________________________________________________. 2. Modifications to Program Seller shall deliver to Buyer any modifications or alterations made in Seller's basic program to expedite the handling of data or to enable the processing of new data input by the use of the delivered program. Buyer shall not modify or alter the computer program package furnished by Seller in any manner, without the prior written consent of Seller to the proposed change. On approval of Buyer's proposed modification, Buyer shall furnish a copy of the modification to Seller. 3. Terms and Conditions Buyer shall pay Seller $___________ as the total purchase price for the basic computer data processing program package, including the program, training of personnel, and data input sheets. Buyer shall pay Seller an additional amount, to be negotiated by the parties, for any computer program modification or alteration. The programming package purchased by Buyer shall be Buyer's property subject to the limitations imposed on Buyer by Section 6 ( Restrictions on Disclosure ). 4. Training of Personnel Seller shall train _______ (number) persons designated by Buyer at Seller's facilities in the operation and control of the computer data program package, adaptation of the package to Buyer's computers, the proper preparation of computer data input sheets, and the formatting of the computer to retrieve the stored data for the various reporting sequences required by Buyer. The training shall commence on ____________ (date) , and be completed by _________________ (date) . Seller shall also provide instructions for Buyer's personnel in the use of modifications or alterations in the programs at Buyer's facilities when Buyer enters an Agreement to purchase any of the modified or altered programs. 5. Private Data Seller represents that Seller alone has designed and developed the computer data processing program package to be sold to Buyer. Seller has not revealed and shall not reveal the details of the program design to any persons, other than those individuals who have purchased the program from Seller under a contract imposing identical restrictions on disclosure of the details of this programming package. This data is Seller's private data, and represents Seller's work product. 6. Restrictions on Disclosure Buyer shall not disclose the contents, details, or operations of the programming package to any person or firm outside of Buyer's organization, for financial gain or otherwise. Buyer shall impose these restrictions on all of Buyer's employees, and warrants that there will not be any disclosure of this data to third parties. 7. Warranties Seller warrants that the data programming package supplied to Buyer shall operate on Buyer's computer equipment, and that the program will process the items of marketing survey data for which Buyer has represented the package be intended. Buyer warrants that neither Buyer nor Buyer's employees shall disclose the contents of the program package to any third party for any purpose, without the prior written consent of Seller. 8. Breach of Agreement Seller shall have breached the terms of this Agreement if the programming package sold to Buyer does not operate or the data collected by Buyer cannot be placed into or selected out of the computer in the format required by Buyer. Buyer shall have breached the terms of this Agreement if Buyer or Buyer's employees disclose the contents of the program package. 9. Damages Seller shall have the opportunity to modify or correct the computer program if Seller has breached the Agreement as provided in Section 8 . If Seller cannot correct the discrepancy within _____ (number) days, Buyer shall be entitled to receive from Seller $______________ as liquidated damages. Seller shall be entitled to $______________ as liquidated damages if Buyer breaches this Agreement as specified under Section 8 . 10. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 11. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 12. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 13. Notices Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 14. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 15. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 16. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 17. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 18. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 19. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 20. Compliance with Laws In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated. ______________________ _______________________ (Name of Seller) (Name of Buyer) By: ____________________________ By: __________________________ _______________________ ________________________ (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) _______________________ ________________________ (Signature of Officer) (Signature of Officer)