Joint Development Agreement for Software between Parties X and Y This Joint Development Agreement ("Agreement") is entered into by and between Party X and Party Y (collectively referred to as the "Parties") as of [Effective Date]. 1. Purpose The Parties agree to collaborate on the development of software ("Project") under the terms and conditions set forth herein. 2. Scope of Work The Parties shall jointly develop, test, and implement the software as specified in Schedule A attached hereto. 3. Ownership and Intellectual Property Ownership rights to the developed software shall be shared as follows: [Specify ownership split or rights]. Each Party shall retain rights to its pre-existing intellectual property. 4. Confidentiality The Parties shall maintain the confidentiality of proprietary information exchanged during the Project, in accordance with applicable laws. 5. Liability and Indemnification a. Limitation of Liability: Neither Party shall be liable to the other for any indirect, incidental, consequential, or punitive damages, including loss of profits, arising out of or related to this Agreement, regardless of the cause of action. b. Indemnification: Each Party agrees to indemnify and hold harmless the other Party from any claims, damages, liabilities, costs, or expenses arising out of its breach of this Agreement or negligent acts. 6. Term and Termination a. Term: This Agreement shall commence on the Effective Date and continue for [duration], unless terminated earlier in accordance with this Section. b. Termination for Convenience: Either Party may terminate this Agreement upon [number] days' prior written notice to the other Party. c. Termination for Cause: Either Party may terminate this Agreement immediately if the other Party breaches any material term of this Agreement and fails to cure such breach within [number] days after receipt of written notice. d. Effect of Termination: Upon termination, each Party shall return or destroy proprietary information and cease use of the jointly developed software, subject to any ongoing license rights. 7. Governing Law and Dispute Resolution This Agreement shall be governed by and construed in accordance with the laws of the State of [State], United States. Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in [City], [State]. 8. Miscellaneous This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements. Amendments must be in writing and signed by both Parties. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. Party X: _________________________ Name: Title: Date: Party Y: _________________________ Name: Title: Date:

Hierbij de vertaalde en aangepaste versie van uw contract voor internationale samenwerking, afgestemd op de juridische vereisten van de Verenigde Staten: **Software Joint Development Agreement Between Party X and Party Y** **Article 1: Purpose and Scope** This Agreement governs the collaborative development of software between Party X and Party Y (collectively "the Parties"), including responsibilities, intellectual property rights, and deliverables. **Article 2: Liability Provisions** 2.1. **Limitation of Liability**: Neither Party shall be liable for any indirect, incidental, or consequential damages arising from this Agreement, including lost profits or data, regardless of the cause of action. 2.2. **Total Liability Cap**: The total liability of either Party under this Agreement shall not exceed the total fees paid or payable under this Agreement in the twelve (12) months preceding the claim. 2.3. **Exceptions**: Limitations shall not apply to (a) breaches of confidentiality, (b) indemnification obligations, or (c) gross negligence or willful misconduct. **Article 3: Termination Conditions** 3.1. **Termination for Cause**: Either Party may terminate this Agreement for material breach by providing thirty (30) days' written notice, provided the breach remains uncured after the notice period. 3.2. **Termination for Convenience**: Either Party may terminate without cause by providing sixty (60) days' written notice. 3.3. **Post-Termination Obligations**: Upon termination, the Parties shall return or destroy confidential information, and provisions regarding intellectual property, confidentiality, and liability shall survive termination. **Article 4: Governing Law and Dispute Resolution** This Agreement shall be governed by the laws of the State of New York. Any disputes shall be resolved through binding arbitration in accordance with the American Arbitration Association (AAA) rules. **Article 5: Miscellaneous** Includes severability, entire agreement, and amendment clauses to align with U.S. legal standards. *Opmerking: Dit is een algemene template. Raadpleeg een gespecialiseerde VS-jurist voor definitieve goedkeuring, aangezien statelijke wetgeving en specifieke omstandigheden variëren.*