Consulting Agreement with Sharing of Software Revenues

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Consulting Agreement with Sharing of Software Revenues

Consulting Agreement with Sharing of Software Revenues

1. Parties

This Consulting Agreement ("Agreement") is made effective as of {{effective_date}} ("Effective Date") by and between:

{{client_company_name}}, a company duly incorporated and existing under the laws of {{client_jurisdiction}}, with its principal place of business at {{client_address}} ("Client"), and

{{consultant_company_name}}, a company duly incorporated and existing under the laws of {{consultant_jurisdiction}}, with its principal place of business at {{consultant_address}} ("Consultant").

2. Scope of Services

The Client hereby engages the Consultant to provide consulting services as more fully described in Schedule A (the "Services"). The Services shall primarily focus on the development, enhancement, or integration of software solutions as specified in the Statement of Work attached hereto as Schedule B ("SOW").

Any changes to the scope of Services or SOW must be mutually agreed upon in writing by both Parties.

3. Term and Termination

This Agreement shall commence on the Effective Date and continue until the completion of the Services as defined in Schedule B, or until terminated earlier in accordance with the provisions of this Agreement.

Either Party may terminate this Agreement upon thirty (30) days' written notice to the other Party in the event of a material breach of this Agreement by the other Party, provided that such breach remains uncured after the expiry of the notice period.

Either Party may terminate this Agreement for convenience by providing sixty (60) days' written notice to the other Party.

4. Fees and Payment

In consideration for the Services rendered, the Client shall pay the Consultant a fixed fee of {{fixed_fee_amount}} ({{fixed_fee_currency}}) per {{time_unit}} (e.g., month, project phase) as outlined in Schedule B.

Payments shall be made by the Client within {{payment_due_days}} days of receipt of a valid invoice from the Consultant. Invoices will be submitted {{invoice_frequency}} (e.g., monthly, upon completion of milestones).

All payments shall be made in {{currency}} to the bank account specified by the Consultant.

5. Software Revenue Sharing

In addition to the fees outlined in Clause 4, the Client agrees to pay the Consultant a percentage of the net revenues generated from the software developed, enhanced, or directly influenced by the Services provided under this Agreement ("Software Revenue Share").

The Software Revenue Share shall be {{revenue_share_percentage}}% of the net revenues, defined as gross revenues less direct costs associated with the distribution, licensing, and support of the software, as mutually agreed upon.

The Client shall provide the Consultant with quarterly reports detailing the gross revenues and direct costs related to the software, within {{reporting_days}} days after the end of each quarter. Payments of the Software Revenue Share shall be made concurrently with these reports.

The Software Revenue Share shall be applicable for a period of {{revenue_share_duration}} years from the date of commercial launch of the software or the completion of the Services, whichever is later.

6. Intellectual Property

All intellectual property rights, including copyrights, patents, trade secrets, and trademarks, arising from or developed during the performance of the Services ("Intellectual Property"), shall be owned by the Client.

The Consultant agrees to assign, and hereby assigns, all rights, title, and interest in and to the Intellectual Property to the Client. The Consultant shall execute any further documents reasonably requested by the Client to perfect such assignment.

Notwithstanding the foregoing, the Consultant retains ownership of any pre-existing intellectual property developed independently of this Agreement and used in the performance of the Services. The Client is granted a non-exclusive, royalty-free, worldwide license to use such pre-existing intellectual property solely for the purpose of utilizing the software developed under this Agreement.

7. Confidentiality

Both Parties acknowledge that during the course of this Agreement, they may have access to confidential and proprietary information belonging to the other Party (the "Confidential Information").

Both Parties agree to maintain the strict confidentiality of all Confidential Information and not to disclose, use, or exploit such information for any purpose other than for the performance of this Agreement, both during and after the term of this Agreement.

Confidential Information does not include information that is publicly available, independently developed, or rightfully obtained from a third party without restriction on disclosure.

8. Indemnification

Each Party ("Indemnifying Party") shall indemnify, defend, and hold harmless the other Party ("Indemnified Party") from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

(a) any breach by the Indemnifying Party of its obligations under this Agreement; or

(b) any third-party claim alleging that the Services or Intellectual Property provided by the Indemnifying Party infringes any intellectual property rights of a third party (for Consultant) or that the Client's use of the software developed hereunder violates applicable laws (for Client).

9. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

Any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be resolved through good faith negotiations between the Parties. If the Parties are unable to reach a resolution, the dispute shall be submitted to mediation in accordance with the rules of the {{mediation_body}}.

If mediation is unsuccessful, the dispute shall be finally resolved by arbitration in accordance with the rules of the {{arbitration_body}} by one or more arbitrators appointed in accordance with the said rules. The seat of the arbitration shall be {{arbitration_location}} and the language of the arbitration shall be English.

10. General Provisions

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral.

No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

All notices and communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, sent by reputable overnight courier, or sent by email with confirmation of receipt, to the addresses specified in Clause 1.

IN WITNESS WHEREOF

The Parties have executed this Agreement as of the Effective Date.