Development and Publishing Agreement

This Development and Publishing Agreement is entered into effectivity as of [INSERT COMPLETE
DATE], by and between [INSERT NAME OF COMPANY/ORGANIZATION], a [PROVIDE SHORT
DESCRIPTION OF THE COMPANY/ORGANIZATION], located at [INSERT COMPLETE LOCATION
ADDRESS]; and is referred to as the “Publisher”;

and

[INSERT NAME OF ORGANIZATION/COMPANY], a [PROVIDE SHORT DESCRIPTION OF THE

COMPANY OR ORGANIZATION], with its main headquarter located at [INSERT COMPLETE
LOCATION ADDRESS]; and is referred to as the “Developer.”

WHEREAS, both [INSERT NAME OF PUBLISHER] and [INSERT NAME OF DEVELOPER] wish to
enter into a Development and Publishing Agreement. [INSERT NAME OF DEVELOPER] will be the
ones to develop [SPECIFY NAME OF PRODUCT OR TYPE OF PRODUCT] and [INSERT NAME OF
PUBLISHER] will be the ones to publish [SPECIFY NAME OF PRODUCT OR TYPE OF PRODUCT]
on the terms and conditions set forth under this Development and Publishing Agreement.

Both PUBLISHER and DEVELOPER hereby agree to the following:

Definitions

For legal purposes, the undersigned parties organized and consolidated the various legal, commercial,
and other technical terms and concepts that are used in this Agreement. The said terms shall be
construed in accordance with the following definitions:

Specifications shall be defined as a concrete description of a particular product or work;

Work shall be construed as the subject product or software, as the case may be;
Errors shall be construed as any defects or any form of deviation manifested in the product or
software, as the case may be, from the originally agreed product or software condition and features;

License of Work
DEVELOPER hereby grants to PUBLISHER the exclusive right throughout the term of this Agreement
to:

1. The right to copy and modify the work and its accessory materials subject to the terms and
conditions of this Agreement;
2. The right to publish the work or works and its accessory materials subject to the terms and
conditions of this Agreement;
3. The right to distribute the work or works and its accessory materials subject to the terms and
conditions of this Agreement;
4. The right to sub-license the works or works and its accessory materials subject ot the terms
and conditions of this Agreement;
5. And any other analogous rights and privileges that are impliedly granted by the Developer in
favor and for the benefit of the Publisher.

Acceptance of Work

The Publisher is obliged and mandated, under the terms and conditions of this Agreement, to tender
an express acceptance of the subject works and accessory materials provided by the Developer within
[SPECIFY PERIOD]. The failure of the former to tender an express acceptance within the stated
period shall be deemed an implied acceptance. The Publisher has [SPECIFY NUMBER OF DAYS] to
provide the Developer a notice of repudiation or non-acceptance of the said works and accessory
materials. The grounds and reasons behind such repudiation and non-acceptance must be duly
documented and provided by the Publisher to the Developer in order not to constitute as a breach of
the terms and conditions of this Agreement.

Product Challenge

DEVELOPER will not, develop or disseminate items or materials of similar category. Both
DEVELOPER and PUBLISHER agree that the preceding restrictions are essential and are part of this
Development and Publishing Agreement. This is important in order to protect PUBLISHER developing
business. PUBLISHER reserves the full right in terms of refusal for international publishing, this is
during the commercial release of [SPECIFY TYPE OF PRODUCT]. It should be within [SPECIFY
NUMBER OF DAYS] days of receipt of written notice that OF PUBLISHER must exercise the right to
refuse.
Advancement

Within [SPECIFY NUMBER OF DAYS] days, DEVELOPER shall submit to PUBLISHERfor Publisher’s
approval design requirements for [SPECIFY TYPE OF PRODUCT]. [INSERT NAME OF PUBLISHER]
will be the ones to review the design requirements and specifications, this should be within [SPECIFY
NUMBER OF DAYS] days of submission. PUBLISHER shall then notify DEVELOPER through writing
about the rejection or acceptance of the design requirements. In the event of rejection, PUBLISHER
shall state specific reasons for such turn down.

[INSERT NAME OF DEVELOPER] will have [SPECIFY NUMBER OF DAYS] business days to revise
the rejected design specifications, [INSERT NAME OF DEVELOPER] will then resubmit the
specifications for [INSERT NAME OF PUBLISHER]’s approval. In the event of second time rejection,
[INSERT NAME OF PUBLISHER] reserves the right to cease this Development and Publishing
Agreement through written notice to [INSERT NAME OF DEVELOPER]. All expenses paid by
[INSERT NAME OF PUBLISHER] in relation to [SPECIFY TYPE OF PRODUCT] will be refunded
completely.

1. [INSERT NAME OF DEVELOPER] will develop [SPECIFY TYPE OF PRODUCT] for [INSERT
NAME OF ORGANIZATION], this is in conformity with the confirmed and accepted design
requirements. In the event of material modifications to the design requirements, the process
must be mutually acknowledged by both [INSERT NAME OF DEVELOPER] and [INSERT
NAME OF PUBLISHER].

2. [INSERT NAME OF PUBLISHER] reserves the full right to request for interpretation of
[SPECIFY TYPE OF PRODUCT] by submitting a written notice to [INSERT NAME OF
DEVELOPER]. [INSERT NAME OF PUBLISHER] must pay to [INSERT NAME OF
DEVELOPER] the expenses acquired by [INSERT NAME OF DEVELOPER] set forth under
this Agreement for approved budget for [SPECIFY TYPE OF PRODUCT]’s localization.

3. For approval, after [INSERT NAME OF DEVELOPER] delivered to [INSERT NAME OF

PUBLISHER] each product in conformity to the terms identified herein, [INSERT NAME OF
PUBLISHER] shall have [SPECIFY NUMBER OF DAYS] days to assess and test the
unapproved product in order to evaluate whether it complies the stated requirement for design
specifications. Moreover, this is also to determine whether it is fully functional and free from
any material glitch. If [INSERT NAME OF PUBLISHER] fails to provide [INSERT NAME OF
DEVELOPER] with written notice within [SPECIFY NUMBER OF DAYS] of the date of delivery
 of unapproved product, [INSERT NAME OF PUBLISHER] shall assume to accept the said
unapproved product.

CONSIGNMENT

DEVELOPER will deliver to PUBLISHER copies of the functional manual for [SPECIFY TYPE OF
PRODUCT]. This should be delivered in a timely manner in conformity with the [SPECIFY
DEVELOPMENT PROGRAM] since it is an important part of this Agreement. In case DEVELOPER
fails to hand out the manual for [SPECIFY TYPE OF PRODUCT] by [INSERT COMPLETE DATE],
DEVELOPER will be considered to be in Development and Publishing Agreement infringement.

[INSERT NAME OF DEVELOPER] will submit [SPECIFY CREDIT DETAILS] for the [SPECIFY TYPE
OF PRODUCT] to [INSERT NAME OF PUBLISHER]. Furthermore, this for [INSERT NAME OF
PUBLISHER]’s approval in which it shall not be withheld irrationally. [INSERT NAME OF PUBLISHER]
will bestow credit to [INSERT NAME OF DEVELOPER] with acceptable materials for the [SPECIFY
TYPE OF PRODUCT]. [INSERT NAME OF DEVELOPER]’s website address must be printed at the
back of the said product.

ASSISTANCE AND MAINTENANCE

Within [SPECIFY NUMBER OF MONTHS] months following the first product release of [SPECIFY
TYPE OF PRODUCT], DEVELOPER must provide a contact support to PUBLISHER’s employees.
This is in relation to providing technical support towards consumers of [SPECIFY TYPE OF
PRODUCT]. Furthermore, PUBLISHER shall compensate DEVELOPER’s expenses in relation with
providing customer support including training services.

The Developer is bound to earnestly deliver and provide to the Publisher any and all information such
as relevant product updates and development which can substantially change the dynamics of the
products.

Given that DEVELOPER has executed in conformity with the terms stated under this Agreement,
PUBLISHER shall pay to [INSERT NAME OF DEVELOPER] an advance amount of [SPECIFY
AMOUNT VALUE]. As for advances paid towards DEVELOPER all payment must be recoupable by
PUBLISHER at any given time.

PAYMENTS
PUBLISHER will accumulate [INSERT NAME OF DEVELOPER]’s account royalties wherein a rate of
[SPECIFY PERCENTAGE VALUE] % of the revenue borrowed by [INSERT NAME OF PUBLISHER]
and its representatives.

Subject to the terms and conditions of this Agreement, the Publisher is bound to produce and deliver a
report pertaining to the computation of the payments and other financial accounts to the Developer
within a period of [SPECIFY PERIOD].

Every royalty payment made shall be guided by [SPECIFY STATEMENT NEEDED]. This is in
conformity with [INSERT NAME OF PUBLISHER]’s accounting procedures. [INSERT NAME OF
PUBLISHER] acknowledges that [INSERT NAME OF DEVELOPER] shall audit its [SPECIFY
RECORDS (RECORDS FOR DETERMINING VERACITY OF STATEMENT MADE BY PUBLISHER)]
in order to determine feasibility and authenticity of such records.

This operation of this Agreement does not preclude any of the undersigned parties from availing the
services of an independent certified public accountant that will conduct inspections and independent
auditing during reasonable hours.

Confidential Specifications

In connection with the execution of this Development and Publishing Agreement, both [INSERT NAME
OF DEVELOPER] and [INSERT NAME OF PUBLISHER] agree that each of them may divulge details
regarding [SPECIFY INFORMATION THAT BOTH PARTIES ARE ALLOWED TO DISCLOSE]. Each
party that receives confidential information hereby agrees to maintain such information confidential as
possible. Each party should not make use of this information for any purpose which is beyond the
purpose and substance of this Agreement.

Moreover, the Developer and the Publisher expressly understand and acknowledge that the
confidentiality rule and arrangement enshrined under this section shall survive the due termination of
this Agreement. The rule pertaining to absolute non-disclosure to any person or entity who are not a
party to this Agreement must be upheld at all times. A breach or violation of the foregoing rule, entitles
the innocent party to demand the erring party to pay a penalty equivalent to [SPECIFY AGREED
AMOUNT].

REPRESENTATIONS AND WARRANTIES

[INSERT NAME OF DEVELOPER] shall represents and warrants the following:

1. That any and all the output, products, and all incidental works and products which are
produced by it are authentic, original, and unique;
2. That the processes involving the preparation, production, and delivery of the above-mentioned
products did not violate any intellectual property laws and statutes or generally legitimate and
legal;
3. That it will not grant and provide another license to a third party which can pose a material and
substantial risk and danger to the business of the Publisher;
4. That it has the required legal capacity and authority to enter into, execute, and conclude this
Agreement;
5. And any other analogous conditions and circumstances.

[INSERT NAME OF DEVELOPER] warrants that the source material for [SPECIFY TYPE OF
PRODUCT] is or will be authentic and legit to [INSERT NAME OF DEVELOPER] and is exclusively
owned by [INSERT NAME OF DEVELOPER] and that it has the required legal capacity and authority
to enter into, execute, and conclude this Agreement and any other analogous conditions and
circumstances.

Both [INSERT NAME OF DEVELOPER] and [INSERT NAME OF PUBLISHER] warrants that, under
the laws of jurisdiction, a good standing of [SPECIFY TYPE OF PRODUCT]’s existence. Both parties
warrant that such product is with no disability or restriction with respect to its rights to execute this
Development and Publishing Agreement; that throughout the term of this Development and Publishing
Agreement, it will not enter into other commitment or agreement that can hinder the rights stated
herein. [INSERT NAME OF DEVELOPER] warrants to [INSERT NAME OF PUBLISHER] that the fully
functional manual of [SPECIFY TYPE OF PRODUCT] shall perform in conformity with the design
requirements stated under this Agreement.

TERMINATION

This Development and Publishing Agreement shall be effective beginning [SPECIFY START DATE]
and shall duly terminate on [SPECIFY END DATE]. In the event that any of the undersigned parties
conduct and engage in activities that constitute as a direct or indirect breach of this Agreement, the
other party has a right to rescind the operation of this Agreement subject to the indemnification
agreement and without prejudice to its right to seek legal relief before a court of competent jurisdiction.
In the event that the Publisher tenders a notice or manifests its intention to terminate this Agreement
to the Developer before the product release, the former is entitled to acquire a complete refund for
unrecouped advances as well as other related expenses paid by [INSERT NAME OF PUBLISHER] to
[INSERT NAME OF DEVELOPER]. After [SPECIFY TYPE OF PRODUCT] has been released by
[INSERT NAME OF PUBLISHER], [INSERT NAME OF PUBLISHER] reserves the exclusive right to
continue product distribution for a period of [SPECIFY NUMBER OF MONTHS] months following the
termination of the Agreement.

GENERAL PROVISIONS

1. SEVERABILITY: Subject to the terms and conditions of this Agreement and the agreement of
the parties to uphold their respective joint and mutual interests, in the event that any of the
embodied provisions and sections of this Agreement shall be duly declared by a court of
competent jurisdiction to be invalid and unenforceable, the validity of the remaining provisions
shall survive and be upheld.

2. ENTIRE AGREEMENT: This Development and Publishing Agreement is deemed to be the

principal agreement of the undersigned parties and shall be construed as a whole. This
Agreement shall be interpreted in such a manner that will realize and uphold the intention of
the undersigned parties. Any and all prior agreements entered into by the undersigned parties
which embody terms and conditions that directly and indirectly contract the terms of this
Agreement shall be deemed modified, repealed and superseded.

3. INDEPENDENT CONTRACTOR: The Developer expressly considers itself to have the status
of an “independent contractor”. Thus , this Agreement does not operate to vest upon the
parties the an employer-employee relationship. The relationship between the Publisher and the
Developer is purely contractual in nature.

4. FORCE MAJEURE: Nothing in this Agreement makes any of the undersigned liable to any
form of force majeure including but not limited to natural disasters, act of government, act of
God, and any other external forces and causes that are beyond the control of the undersigned
parties, in the event that the mentioned causes interfere in the parties performance of their
respective obligations, provided that: there is proper notice given to the concerned party within
[SPECIFY PERIOD] from the happening of the force majeure. However, this provision does not
excuse the performing party from complying with its obligations upon the cessation of the force
majeure.
 5. ASSIGNMENT: This Agreement does not vest any of the undersigned parties the right to
assign or transfer their rights and obligations arising from the operation of this Agreement to a
third person or entity.

6. CHOICE OF LAW: The terms, conditions, and general expressions enshrined in this
Agreement shall be governed by [SPECIFY GOVERNING LAW]. In case hat conflicts and
disputing claims arise from the operation of this Agreement, the legal issue shall be resolved
before the competent courts of [SPECIFY STATE COURT].

7. AMENDMENTS: The terms, conditions, and expressions embedded in this Agreement shall be
deemed conclusive and binding between the parties. However, any of the undersigned party
may initiate an action to amend some of the terms provided that such action shall be
commenced within [SPECIFY PERIOD] and the consent and approval of the other party is
secured. The amendment must be expressed and manifested in a written document.

8. NOTICES: In the course of implementing this Agreement, the undersigned parties may be
required or mandated to tender or provide a notice. The agreed requirements and conditions
for a valid notice are as follows:
1. The notice must be manifested in a written document following this format [SPECIFY
FORMAT/CONTENTS];
2. In terms of submission, the initiating party must take note of the relevant periods;
3. And comply certain conditions such as the submission of specific legal and commercial
documents.

IN WITNESS WHEREOF, both [INSERT NAME OF DEVELOPER] and [INSERT NAME OF

PUBLISHER] have performed this Development and Publishing Agreement on [INSERT COMPLETE
DATE].

[INSERT NAME OF DEVELOPER]

BY: [INSERT NAME OF REPRESENTATIVE]

[INSERT JOB TITLE], [INSERT NAME OF COMPANY]
[INSERT COMPLETE DATE]
[INSERT NAME OF PUBLISHER]

BY: [INSERT NAME OF REPRESENTATIVE]

[INSERT JOB TITLE], [INSERT NAME OF COMPANY]
[INSERT COMPLETE DATE]