Purchasing Code Contract Template

Certification of Code Ownership; Intent to Sell; Intent to Build

I. We, the partners of [Insert], own the following code:

1. [Insert]

[Description]

2. [Insert]

[Description]

3. [Insert]

[Description]

4.  [Insert]

[Description]

II. We, the partners of [Insert], own the following rights to the above code.

1.  The right to reproduce the code.

2.  The right to create “derivative works” based on the code, such as the screen display that the code generates, future versions of the software, or other software programs into which the code is integrated.

3.  The right to distribute copies of the code.

4.  The right to “display” the code, for example by posting to a web site. (17 U.S.C. § 106).

III. We, the partners of [Insert], assert the code is NOT a “work for hire” project for any previous clients and the code is sole property of [Insert].

For the purposes of this document, a segment of software code is a “work for hire” if it is either:

a) A work prepared by an employee in the scope of his or her employment; or

b) a work specially ordered or commissioned for use as [1] a contribution to a collective work, [2] as a part of a motion picture or [3] other audiovisual work, [4] as a translation, [5] as a supplementary work, [6] as a compilation, [7] as an instructional text, [8] as a test, [9] as answer material for a test, or [10] as an atlas, if the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire. (17 U.S.C. § 101).

IV. We, the partners of [Insert], assert we are interesting in selling the following rights of the above code to [Insert] or an entity associated with [Insert].  [Insert] is willing to provide [Insert] or an entity associated with [Insert] 60 days to determine whether they are interested in purchase of the code. [Insert] will not “shop” the code within this 60 day period beginning [Insert].  The price will be negotiated.

1.  The right to reproduce the code.

2.  The right to create “derivative works” based on the code, such as the screen display that the code generates, future versions of the software, or other software programs into which the code is integrated.

3.  The right to distribute copies of the code.

4.  The right to “display” the code, for example by posting to a web site. (17 U.S.C. § 106).

V. We, the partners of [Insert], agree to complete the code.  [Insert] agrees to work on the code and provide reporting of work done.  [Insert] or an entity associated with [Insert] will pay [Insert] developers, designers, and other persons between [Insert] US Dollars an hour for work.  [Insert] complete all work on [Insert]’s servers.  [Insert] will pay [Insert] in $5,000 increments.  [Insert] will pay in a ADVANCE.  [Insert] will invoice against work done. Essentially [Insert]will pay a retainer to [Insert] to invoice against.

VI. We, the partners of [Insert], agree that when the project is completed, [Insert] will own the finished works as define below.

A.  Copyright to the finished assembled work of web pages produced by the Developer and graphics shall be vested with the [Insert] or an entity associated with [Insert] upon final payment for the project. This ownership is to include, design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project.

B.  All materials developed under this contract and intended for publication to the web remain the property of Developer until such time as final payment for the work described herein has been tendered by Client. At this time, all materials become the property of Client and may be used by them, as desired.

C.  [Insert] or an entity associated with [Insert] will have complete ownership of the code.  [Insert] will be prohibited from selling or using the completed code once all invoices have been paid.

Signatures