Common use of Custom Software Clause in Contracts

Custom Software. 13.5.1 Custom software as used herein shall mean software requested by Siemens and developed exclusively by Company for Siemens. 13.5.2 Siemens shall provide specifications to Company as part of a request for Company to develop custom software. Company shall notify Siemens, in writing, within the time frame specified in the request for acceptance or rejection of such request. Should Company accept such request, Company shall submit, within a mutually agreed upon time and at no cost or obligation to Siemens, a Firm Price Quote (FPQ) including, but not limited to: (a) a final summary of such customer software specification; (b) output formats; (c) description of documentation to be furnished; (d) fixed fee or other fees and charges, if any, for development of such custom software; (e) scheduled installation dates; and (f) a listing and goals of each task to be performed by Company, when each shall be performed and the order of performance (herein "Schedule"). Siemens and Company shall mutually agree to payment terms and the rights of the Parties to such custom software prior to the commencing of development work by Company on a request by request basis. 13.5.3 Siemens may, at its option, either withdraw its request, counter with another request for Company's consideration, or accept the FPQ and if accepted, thereafter issue an order to Company for the custom software. Prior to issuance of the order, Siemens shall incur no obligation to Company because of any withdrawal of Siemens' request. 13.5.4 After the completion of the development, Company shall deliver to Siemens on or before the applicable scheduled date all written custom software, source code, records of test data related thereto and all associated documentation. 13.5.5 After such delivery and installation, Siemens and Company shall jointly test the custom software to determine if it conforms to specifications. Upon successful completion of said acceptance testing, Siemens shall notify Company in writing of Siemens' acceptance or rejection of the custom software, after such determination relative to conformance to the specification is made. If correctly rejected for non-conformance, Company shall, at no additional charge, promptly take such action as may be required to correct the deficiency.