Software Development Agreement

This Software Development Agreement (“Agreement”) is entered into between Black Line Consulting hereafter referred to as “BLC” or “LICENSOR”, and . (hereafter “LICENSEE”)

WHEREAS, BLC has developed for LICENSEE a computer software system commonly known as (“SYSTEM”) with components/description specified below:

WHEREAS, Licensor owns or has an exclusive license to use certain software identified herein which shall be used in developing the SYSTEM, and, Licensor desires to convey, and Licensee desires to receive, certain limited rights in said software in order to use the SYSTEM.

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Definitions

1. “Software” means the computer programs and documentation identified as the System, above, as well as any archival copies of such computer programs and documentation permitted by this Agreement.
2. “BOSS Framework” refers to a collection of technologies created and owned by BLC which are provided and used under the trade name BOSS Framework, and are generally represented by DLLs prefixed with “blc,” although other prefixes may be used.
3. “Install” means placing the Software on a computer’s hard disk, CD-ROM or other secondary storage device.
4. “Use” means (i) executing or loading the Software into computer RAM or other primary memory, or (ii) copying the Software for archival or emergency restart purposes.

2. Grant of License

1. Licensor grants to Licensee a perpetual, exclusive, limited license to install and use the Software and associated compiled code for unlimited users (the “License”). Licensee may make one (1) archival copy of the Software per authorized user in non-printed, readable form (Source Code), in whole or in part, provided that such copy is for Licensee’s own use. Licensee will make no other copies of the Software except as authorized herein. Licensor grants to Licensee:
2. The license granted herein does not grant any rights in software licensed from other companies that Licensor merely possesses a license to use and distribute. For example, Microsoft or other software manufacturers.
3. In addition to and mutually exclusive from the license granted in granted in 2.A. above, Licensor further grants a perpetual, non-exclusive license to use the BOSS Framework as part of Licensee’s use of the Software.
4. The licenses granted in 2.C. are non-transferrable and Licensor retains title and exclusive ownership of any and all versions of the items licensed hereby. Any purported sale, assignment, transfer or sublicense without such consent will be null and void ab initio, and will automatically terminate this Agreement.
5. In the event Licensor ceases business operations, for any and all reasons, Licensee will be entitled to electronic copies of the source code related to the BOSS Framework and is granted the associated rights to extend and alter code.

3. Term and Termination

1. The License commences as of the Effective Date of this Agreement, and remains in force until Licensee stops using the Software or until Licensor terminates this License pursuant to the terms herein. Upon termination of this Agreement, Licensee will (i) return all copies of the Software to Licensor without demand or notice, and (ii) permanently delete or destroy all copies of the Software in its possession and submit to Licensor a sworn affidavit signed by Licensee attesting to such destruction.
2. Except for the automatic termination of this Agreement which shall occur in the event of breach of confidentiality or unauthorized transfer, if Licensee breaches any other provision of this Agreement, Licensor may terminate this Agreement, provided, however, that Licensor has given Licensee at least fourteen (14) days’ written notice of and the opportunity to cure the breach. Termination for breach shall not alter or affect Licensor’s right to exercise any other remedies for breach.

4. Limitations on Use

1. Licensee agrees that it will use the Software only in its own business, and not directly or indirectly for the use or benefit of anyone other than Licensee, and only pursuant to the scope of the grant of the licenses set forth herein.
2. Licensee will not decode, alter, decompile, reverse engineer, perform reverse analysis on or disassemble the BLC Framework.
3. Licensee will not create any derivative works of the Software.
4. Licensee will not obscure or remove any copyright or trademark notices contained within the Software, BLC Framework, or otherwise within the System.

5. Licensee’s Obligation to Notify of Infringement. Licensee will immediately notify Licensor of any infringement or attempted infringement of Licensor’s rights in the Software or BOSS Framework of which Licensee becomes aware. Licensee will affirmatively cooperate with Licensor in any legal or equitable action that Licensor may undertake to protect any of its rights in connection with the Software or BOSS Framework.

6. Representations and Warranties.

1. Licensor warrants that it is the lawful owner of the Software, BOSS Framework, and/or that it has the authority to grant the Licenses specified herein, and that the Software and BOSS Framework do not infringe upon the contractual, intellectual property, or other legal rights of any other party.
2. Licensor warrants that the Software has been developed in a workmanlike manner, and in conformity with generally prevailing industry standards and is provided without any warranty. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES.
3. Licensee warrants that it is the lawful owner or licensee of any software, code, or other information that Licensee provides to Licensor in order to develop the Software and the System, and that such software, code, or other information does not infringe upon the contractual, intellectual property, or other legal rights of any other party.

7. Limitation of Liability, Indemnification

1. Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the use, development, or operation of the System or Software, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. Licensor’s total liability under this Agreement with respect to the System and Software, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Licensee under this agreement.
2. Licensee will indemnify and hold Licensor harmless against any claims incurred by Licensor arising out of or in conjunction with Licensee’s use of the Software, as well as all reasonable costs, expenses and attorneys’ fees incurred therein.
3. Each party shall indemnify the other against all liability or loss (including attorneys’ fees) and against all claims or actions based on or arising out of damage or injury (including death) to persons or property caused by or sustained in connection with the performance of the obligations of this Agreement or based on any violation of this Agreement, any statute, ordinance, or regulation, and the defense or prosecution of any such claims or actions.

8. Relationship of the Parties. The relationship of the parties is not that of master and servant but that of customer and provider of services. This Agreement does not establish a partnership, joint venture, agency, or employment relationship. BLC is an independent contractor under all applicable laws and regulations, acknowledges and agrees it shall be the obligation of BLC to report as income all compensation received by BLC from LICENSEE, and BLC shall be wholly liable for employment related expenses, including all deductions required of employers by state, federal, and local laws.

9. Maintenance. No software maintenance is included under the terms of this Agreement. Licensor’s obligations with respect to maintenance and support, including upgrades, if any, will be set forth in a separate written agreement between the parties.

10. Confidentiality. Each party acknowledges that in the performance of its obligations, it may have access to information belonging to the other party and its respective affiliates, subsidiaries, direct and indirect parent entities and subsidiaries and affiliates of such parents, or the customers or clients of such entities, which is proprietary, private and highly confidential (“Confidential Information”).  The receiving party agrees not to disclose to any third party any such Confidential Information to which the receiving party may have access without the written consent of the disclosing party.  Confidential Information for purposes hereof shall include any and all documents, data, software, agreements, policies, customer or vendor lists, customer or vendor data, articles, daily planners and other content and any other information which relates to a party or its affiliates stated above, or one of its vendor’s, data processing, research and development, trade secrets or business affairs, but does not include: (i) written information legally acquired by the receiving party on a non-confidential basis prior to negotiations leading to this Agreement, (ii) information which is or becomes a matter of public knowledge, and (iii) information which is or becomes available to the receiving party from third parties who in making such disclosure breach no confidentiality obligation. In any event, with respect to marketing, operational, financial, statistical, technical, and personnel data relating to a party’s business which is confidential, is clearly so designated, and which is submitted to the other party, the receiving party will keep such information confidential until such information has become public knowledge.

11. Non-Waiver. No delay or failure of either party in exercising any rights hereunder and no partial or single exercise thereof shall be deemed to constitute a waiver of such rights or any other rights hereunder.

12. Waiver of Jury Trial. The parties explicitly waive their right to a trial by jury in any action before a court regarding this Agreement.

13. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Illinois and venue shall be in Cook County, Illinois. The parties further agree that the prevailing party in any action brought to enforce or interpret this Agreement shall recover all costs and expenses, including reasonable attorneys’ fees.

14. Entire Agreement. This Agreement constitutes the sole and entire agreement between the parties and supersedes any previous agreements, understandings, and arrangements, whether verbal or written, related to the subject matter hereof.  Any amendments hereto are enforceable only if in writing and signed by each of the parties.

15. Severability. If any portion of this Agreement is deemed by any court of competent jurisdiction to be illegal or unenforceable, then the remaining provisions of this Agreement shall remain in full force and effect.

BLC

By:  _______________________________

Name:___Jody Jankovsky______________

Its: _____Managing Member____________

Date: _______________________________

LICENSEE

By:  _______________________________

Name: ______________________________

Its: ________________________________

Date:________________________________