Canada Software Licence and Development Agreement

Canadian software developers, prepare a Software Licence and Development Agreement with this comprehensive template.

• The developer agrees to develop a software system for the client, and grants the client a non-transferable, non-exclusive perpetual license to use the system.
• Any affiliate of the client may license the system, at no additional cost, by agreeing in writing to be bound by the terms of the Agreement.
• The developer retains all rights to the system and to all modifications and enhancements, but the client retains all rights to the name of the system.
• Any of the developer's personnel who will be performing services at the client's facility must obtain security clearance and will be supervised by the client's personnel.
• The developer indemnifies the client against all liability, claims, costs and damages from infringement claims or from actions or inactions of the developer's personnel and contractors.
• The developer will not be liable for any consequential damages. The developer's maximum liability will be limited to the total amount of fees paid by the client.
• Each calendar quarter during the term of the Agreement, the developer will place a complete up-to-date copy of the source code in escrow with a designated escrow agent. The client will have access to the source code in certain circumstances, for instance, if the developer ceases doing business or files for bankruptcy.