VII
Preface
Chapter 1 - How To Use Book
How to use this Book 3
Chapter 2 - Negotiating theTechnology Transaction
How to Negotiate the Technology Transaction 11
Chapter 3 - E-Commerce
Website Development 19
Website Development (Favors Vendor) 19 Website Development (Favors User) 20
Website Hosting Agreements 20
Standard Website Hosting Agreements 21
Standard ASP Agreements 21
Online Application Service Provider Agreement 21
Co-Location Agreement 22
Web Agreements 23
Website Terms Of Use 23
OnLine Web Subscriber License 23
Standard Web Subscriber Agreement 24
Click To Accept License 24
Private Policy Notice 25
E-Commerce Transactions 25
On-Line Storefront Development Agreement 26 On-Line Storefront Licensing Agreement 26 On-Line Data Management Agreement 27 On-Line Corporate Software Agreement 27
On-Line Store Agreement 28
Internet Advertising 29
Internet Advertising Agreement 29
Banenr Advertising Agreement 30
Multimedia Agreements 30
Multimedia Development and Licensing Agreements 31 Multimedia License and Maintenance Agreement 31
Chapter 4 - Intellectual Property
Confidentiality 35
Disclosing Party Confidentiality 35 Receiving Party Confidentiality 36
Reciprocal Confidentiality 36
Trademarks and Domain Names 37
Domain Name Agreement 37
Trademark License 38
Trademark Application 38
Patent Agreements 39
Patent Assignment Agreement 40
Patent License 40
Patent Application 41
Nondisclosure 41
Copyright 42
Software Development & Distribution 42
Book Royalty Agreement 42
Video Agreement 43
Copyright Application 43
IP Purchasing 44
IP Purchase Agreement (Favors Purchaser) 44 IP Purchase Agreement (Favors Seller) 45
Employee Grant 45
Chapter 5 - Corporation
Financing 49
Standard Promissary Note 50
Promissary Note (Favors Debtor) 50 Promissary Note (Favors Lender) 50
Revoling Loan/Note 51
Corporate Resolutions 51
First Board Consent 52
First Shareholder Consent 52
Annual Board Consent 53
Annual Shareholder Consent 53
Special Resolution 53
Stock Agreements 54
Stock Purchase Agreement (Favors Buyer) 55 Stock Purchase Agreement (Favors Seller) 55
Stock Buy-Sell Agreement 56
Stock Proxy 56
Employee Stock Option Plan 57
Stock Voting Agreement 57
Stock Pledge Agreement 57
Stock Trust Agreement (Favors Trustor) 58
Asset Transfers 59
Asset Purchase Agreement 59
Bill of Sell (Favors Seller) 60
Bill of Sell (Favors Buyer) 60
Security Agreement 61
Due Dilligence Checklist 61
Admistrative 61
Articles of Incorporation 62
By-Laws (For Profit) 63
Annual Shareholder Meeting 63
Special Shareholder Meeting 64
Annual Board of Directors Meeting 64 Special Board of Directors Meeting 64
Chapter 6 - Software
Software License 67
Software License (Favors Licensee) 68 Software License (Favors Licensor) 68
Shrinkwrap Software License 69
Multi-Party Software License 69
Software License (Standard Terms) 70
Click-To-Accept License 71
Beta Testing Software License 71
Multi-Facility Software License 72 Shrinkwrap License & Services Agreement 72
Software Maintenance 73
Software Maintenance (Favors Licensee) 73 Software Maintenance (Favors Vendor) 74 Multi-Party Software Maintenance 74 Multi-Services Software Maintenance 75 Multi-Facility User Software Maintenance 76
Software Development 76
Software Development & License Agreement (Favors Developer) 77 Software Development Agreement (Favors Customer) 77 Software Customization Agreement 78 Software Development & Distribution Agreement 78
Source Code 79 Source Code License (Favors Licensee) 79 Source Code License (Favors Licensor) 80 Source Code Purchase Agreement 81
Escrow Agreements 81
Software Escrow Agreement (Favors Licensor) 82 Software Escrow Agreement (Favors Beneficiary) 83
Source Code Deposit Agreement 83
Chapter 7 - Hardware
Equipment Lease 87
Standard Equipment Lease 88
Equipment Lease Back 88
Master Equipment Lease 89
3rd Party Equipment Lease 89
Purchase Agreement 90
Hardware Purchase Agreement (Favors Seller) 90 Hardware Purchase Agreement (Favors Buyer) 91 Model Work Order/Terms and Conditions 91
Computer Cabling Agreement 92
Hardware Purchase Option Agreement 92
Maintenance Agreements 93
Hardware Maintenance Agreement (Favors Vendor) 93 Hardware Maintenance Agreement (Favors Customer) 94 Work Order Hardware Service Agreement 94
OEM Agreements 95
OEM Agreements (Favors Manufacturer 95 OEM Agreements (Favors Distributor) 96
Chapter 8 - Technology Services
System 99
Software Development and Hosting Agreement 100 Software Administration Agreement 100
Software Host Agreement 101
Computer Services Outsourcing Agreement 101
Consulting 102
Standard Consulting Agreement 102 Consulting Agreement (Favors Customer) 103 Consulting Agreement (Favors Vendor) 103
Recruiting Agreement 104
Contractor Agreement 104
Work Order 105
Standard Work Order 105
Master Services Agreement 106
Service Order Agreement 106
Enhancement Order Agreement 107
General Services 107
Services Agreement (Favors Customer) 108 Services Agreement (Favors Provider) 108
Model Invoice 109
Software Services 109
Software Services Agreement (Favors Customer) 110 Software Services Agreement (Favors Provider) 110
Cyber Security Services 111
Cyber-Security Audit Contract 111 Security System Implementation 112 Security System Surveillance Form 112
Chapter 9 - Employment
Employee Oriented 117
Standard Employment Agreement 118 Executive Employment Agreement 118 Developer Employment Agreement 119
Employer Oriented 119
Standard Employement Agreement (Favors Employer) 120 Executive Employment Agreement (Corporate Officers) 120 Employee/Shareholder Employment Agreement 121 Employee/Sales Employment Agreement 122
Administration 122
Contractor - Employee Employment Agreement 123
Recruiting Agreement 123
Severance Agreement 124
Employment Policy Manual 124
Employer Internet Use Policy 125
Chapter 10 - Technology Marketing
Agency Related 129
Agency Agreement 130
Dealer Agreement 130
Dealer/Agent Agreement 131
Agency/Referral Agreement 131
Agency Proposal Agreement 132
Standard Referral Agreement 132
Marketing 133
Software Marketing Agreement 133
Sales Commission Agreement 134
Video Marketing Agreement 134
Reseller Agreement 134
Royalty Agreement 135
Distribution Agreement 135
Product Distribution Agreement 136 Software Distribution Agreement 136 Technology Distribution Agreement 137 Value-Added Reseller (VAR) Agreement 137
Chapter 11 - General Business
Partnership Agreements 141
General Partnership Agreement 141 Limited Partnership Agreement 142 Technology Joint Venture Agreement 143 Government Contract Proposal/Teaming Agreement 143
Leases 144
Commercial Lease (Favors Lessor) 144 Government Contract Commercial Lease 145
Shopping Mall Lease 146
Warehouse and Office Lease 146
Residential Lease (Favors Landloard) 147
Guaranty of Lease 147 Assignment of Lease 148 Sublease Agreement 148 Deposit Agreement 149 Automobile Lease 149 Release/Indemnification 150 Release 150 Indemification 151 Power of Attorney 151 Construction Agreements 152
New Construction Agreement 152
Partially Complete Construction 153
Facility Build Out Agreement 153
Appendix A- Frequently Asked Questions About Patents,
Trademarks, and Copyright 157
Appendix B - Consultations 167
Appendix C - CD-ROM Library 169
About The Author 183
How To Order Copies of Book 185
