Table of Contents. Chapter 1 - How To Use Book How to use this Book 3
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1 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 VII
2 viii Table of Contents 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
3 viiii 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
4 x Table of Contents 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
5 xi 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
6 xii Table of Contents 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
7 xiii 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
Contents. In Book Only: Introduction and Acknowledgments Leadership Contributors xv General Contributors xvii. In Book and on CD-ROM:
Contents In Book Only: Introduction and Acknowledgments Leadership Contributors xv General Contributors xvii xiii In Book and on CD-ROM: SECTION I: CHECKLISTS..........................................
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