When two businesses come together to develop and distribute software, it is important to have a partnership agreement in place. This legal agreement outlines the terms and responsibilities of both parties, and helps ensure that the project runs smoothly from start to finish.

Here are some key elements to include in a software business partnership agreement:

1. Purpose of the agreement: Clearly state the purpose of the partnership, including the specific goals and objectives of the software project.

2. Roles and responsibilities: Define the roles and responsibilities of each party, including who will be responsible for various tasks such as development, marketing, and sales.

3. Intellectual property: Address ownership and licensing of any intellectual property created during the partnership, including software code, logos, and trademarks.

4. Confidentiality: Specify any confidential information that will be shared during the partnership, and outline how it will be protected.

5. Termination: Define the circumstances under which the partnership can be terminated, and what happens to the software and intellectual property in the event of termination.

6. Liability and indemnification: Address liability for any damages or losses resulting from the software project, and include provisions for indemnification.

7. Dispute resolution: Specify how any disputes between the parties will be resolved, including the use of mediation or arbitration if necessary.

Overall, a well-crafted software business partnership agreement can help ensure that both parties understand their roles and responsibilities, and can work together smoothly and effectively. By covering all the necessary elements, the agreement can help prevent misunderstandings and disputes, and provide a solid foundation for a successful partnership.