Software Installation Agreement
| Updated at | March 2010 |
THIS AGREEMENT MADE at.................. on this....... day of.............. 20.......
BETWEEN
...............................Limited a Company registered under the Companies Act, 1956 and having its registered office at........ (hereinafter referred to as "CLIENT") which expression shall unless it be repugnant to the context be deemed to include its successors and assignees
AND
...............................Limited a Company registered under the Companies Act, 1956 and having its registered office at........ (hereinafter referred to as "INSTALLER") which expression shall unless it be repugnant to the extent be deemed to include its successors and assignees.
WHEREAS the CLIENT has approached the INSTALLER for writing certain software programs as mentioned in this contract.
WHEREAS the INSTALLER agrees to write software programs for the CLIENT and to provide such other services described in and upon the terms and conditions contained in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and obligations by the parties thereto, it is agreed as follows:
I - Definitions
The following definitions shall be applicable throughout this Agreement:
Acceptance Date: means the date on which the Programs are accepted [or deemed to be accepted] by the Client;
Budget: means the budget giving all the relevant details as to quality, quantity and projected cost etc., to be prepared and agreed for each Budget Year;
Budget Year: means each period of 12 months or less in the event of a termination during the currency of the agreement;
Completed Programs: means fully installed, and tested and accepted programs;
5.. Equipment: means the Client's computer hardware and associated peripherals equipment specified in Schedule..or such other equipment as may be agreed between the parties;
Execution Plan: means the time Schedule for the completion of the Phases of preparation and delivery of the Programs as specified in Schedule...
Finishing Date: means the date specified in the Execution Plan by which the Installer is to install the Completed Programs, or such extended date as may be set pursuant to any provision of this Agreement;
Guidance Plan: means the training provided by the Installer for the use of the Programs by the Client's staff the details of which are set out in Schedule...
Maximum Cost: means the sum specified in Schedule...
Operating Manuals: means the operating manuals to be prepared by the Installer;
Operation Criteria: means the criteria which is intended that the Programs shall fulfill as specified in the Operative Specifications subject to the tolerances, limitations and exceptions stated in the Operative Specifications;
Operative Specifications: means the specification in accordance with which the Programs are to be written;
Phase: means a Phase of the Execution Plan;
Price: means the price to be paid by the Client for the Services as specified in Schedule...
Programs: means the applications/computer programs to be written by.......... [Supplier's Name];
Restricted Information: means all information obtained by one party from the other pursuant to this Agreement which is explicitly marked as confidential or which is of a confidential nature or which is confirmed in writing to be confidential within..days of its disclosure;
Services: means the services to be provided by the Installer under this Agreement;
Testing Date: means the date on which the Installer attends the program [s] tests on the Client's premises.
II - Covenants
Services to be provided
(a)
The Installer, under the terms and conditions of this Agreement, agrees to:
(i)
Successfully install the Program [s] on the Equipment; and
(ii)
Provide Operating Manuals and training;
Delivery and installation
(a)
The Installer shall at the agreed Phase deliver to the Client:
(i)
One copy of the object code of the Programs in machine-readable form on the storage media as specified by the Client;
(ii)
Certified copies of the data and results of tests carried out by the Installer on all parts of the Programs before delivery; and
(iii) The Operating Manuals.
(b)
The Installer shall successfully install the Programs on the Equipment.
(c)
The Installer shall install the program [s] on the Client's.....operating system and shall demonstrate to the Client, the functioning of the program [s].
(d)
The Installation of the program [s] shall be performed in a systematic manner and shall be completed without the wastage of time and labour.
(e)
The Installer shall install the program [s] according to the Installation Manuals.
(f)
If the Installer fails to successfully install the program [s] on the Client's......operating system, the Installer shall re-install the program [s] on the Client's....operating system.
Operating Manuals
The Installer shall prepare and provide the Client with..copies of a set of operating manuals containing sufficient information to enable the Client to make full and proper use of the Programs and the Client's........ operating system. If the Client requires further copies of the Operating Manuals then, these will be...
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