home *** CD-ROM | disk | FTP | other *** search
Text File | 1992-11-19 | 55.1 KB | 1,256 lines
Newsgroups: misc.jobs.contract Path: sparky!uunet!think.com!unixland!bdowning From: bdowning@unixland.natick.ma.us (Bill Downing) Subject: Sample Contracts (sort of)... Message-ID: <1992Nov19.144023.24591@unixland.natick.ma.us> Organization: Unixland Public Access Unix and BBS Date: Thu, 19 Nov 1992 14:40:23 GMT Lines: 1246 Well I found four sample contracts that someone posted a while ago. Unfortunately, some parts seems to be corrupted or missing while other parts are more or less intact. Anyway, it's better than nothing. Disclaimer: I don't endorse any of these contracts as valid legal instruments. In other words, consult an attorney... Article 4733 of misc.jobs.contract: Path: unixland!think.com!yale.edu!yale!gumby!wupost!tulane!mintir!elendil From: elendil@mintir.new-orleans.la.us (Edward J. Branley) Newsgroups: misc.jobs.contract Subject: Sample Contracts (1 of 4) Message-ID: <a0s8oB2w164w@mintir.new-orleans.la.us> Date: Sat, 08 Aug 92 20:13:33 CDT Organization: Minas Tirith BBS, New Orleans, LA Lines: 153 Note: This is a boilerplate contract I picked up from the CONSULT forum on Compu$pend. Usual disclaimers (see my previous article) apply: ----------------------------------------------------------- Consulting Agreement This agreement is made at this xx day of xxxx 199x, by and between MindStorm, Inc. (RConsultantS) and xxxx. (RClientS). Witnesseth WHEREAS, Client desires to retain Consultant as an independent contractor to perform consulting services for Client and Consultant is willing to perform such services on the terms and conditions set forth below: 1. Services 1.1 Consultant agrees to perform the services described in the item RProject DescriptionS in the project schedule (the RProject ScheduleS) attached hereto as Attachment RAS and by this reference made a part hereof (the RServicesS). Consultant shall p 1.2 Consultant shall determine, in its sole discretion, the manner and means by which the Services shall be performed and the location where the Services will be performed. Consultant agrees, while working on the ClientUs premises, to observe ClientU 1.3 The Services will be performed in such stages, and with such milestones and deliverables, if any, as are set forth in the Project Schedule. Client shall promptly test any milestone deliverables upon delivery thereof to Client and shall accept suc 2. Independent Contractor. Consultant is and will at all times remain an independent contractor. Consultant agrees that Consultant is only retained for the performance of the Services, the anticipated duration which is set forth in the Project Sche 3. Payment. 3.1. As full compensation for the performance of the Services and all other obligations of Consultant hereunder, Client shall pay Consultant at the ConsultantUs current hourly rate specified in Appendix A. 3.2 All travel relating to the performance of the Service shall be compensated at the current normal hourly rate as stated in Section 3.1 above. In the event Client requires Consultant to travel in connection with the Services to a location more than 3.3 Consultant shall bill client in arrears twice monthly, with one invoice being sent on or after the 16th of each month covering the 1st through 15th of that month, and another invoice being sent on or after the 1st of each month covering the 16th t 3.4 All overdue amounts shall bear an interest at the rate of one percent (1%) per month or the highest interest rate allowed by applicable law, whichever is less, until paid in full. Additionally, Consultant reserves the right to terminate all furth 3.5 Consultant hereby reserves, and Client hereby grants to Consultant, a security interest in any and all software programs and other results from the Services and any additions hereto and proceeds therefrom, to secure the payment by Client of all am 3.6 The fees set forth on the Project Schedule do not include any sales use of value added taxes or any other governmental duties, taxes or charges not based upon ConsultantUs net income. All such taxes, duties, and charges shall be borne by the Clie 4. Ownership of Software. Consultant acknowledges and agrees that all worldwide rights, titles and interest in and to any and all software programs, or parts thereof, and related documentation resulting from the Services (together called the RSoftwa 5. Know-How Retention. Client expressly acknowledges and agrees that pursuant to Section 4 (ROwnership of SoftwareS), it is not acquiring (and Consultant retains) any and all rights to the know-how with respect to how to perform the Services or deve 6. Confidentiality 6.1 Consultant acknowledges and agrees that Consultant will have access to, or become acquainted with RConfidential InformationS of Client. As used herein, the term RConfidential InformationS shall mean (i) the source code of the software, (ii) any a 6.2 Consultant shall keep all Confidential Information of Client in confidence and shall not publish, disclose or otherwise make available, directly or indirectly, without the prior written consent of Client, any item of Confidential Information to an 6.3 ConsultantUs confidentiality obligations hereunder shall continue for each item of Confidential Information until such time as such item of Confidential Information (i) is or has become publicly available other than as a result of any act of Consu 6.4 The parties agree that the confidentiality covenants contained in this Section 6 shall not restrict Consultant in the exercise of its technical skill, provided that others do not benefit in any manner or form from Confidential Information of the C 7. Employment Taxes and Benefits. Consultant acknowledges and agrees that it will be solely responsible for withholding and paying all federal, state and local income taxes, FICA, FUTA, and state unemployment and disability insurance. 8. Non-Infringement. 8.1 Consultant represents and warrants to Client that to the best of its knowledge the Software or any part thereof does not, and will not upon delivery to Client infringe any US patent right, US copyright, or US trade secret right of any third party. 8.2 Consultant will have no liability to Client with respect to any infringement claim which is based upon the combination of the Software with any other product or program not furnished by Consultant or upon any modification of the Software by a part 9. Term and Termination 9.1 This agreement shall commence on the date hereof and shall continue in full force and effect until the receipt by Consultant of full payment for the Services, unless terminated earlier as hereinafter provided: 9.2 This Agreement may be terminated at any time: 9.2(a) By either party, immediately upon written notice to the other party if such other party commits or allows any breach of any provision of this Agreement which is incurable or which is curable but not cured within thirty (30) days (ten [10] days for 9.2(b) By Client, for any reason or no reason, upon two (2) weeks prior written notice to Consultant. 9.3 Upon the termination of this Agreement, and full payment by Client to Consultant of all services performed by Consultant, Consultant shall immediately deliver to Client or its designee all Software and all documents, media or items containing any 10. Disclaimer; Notice of Liability 10.1 Except for the warranty provided in Section 8.1 hereof, Consultant does not make any representations or warranties with respect to the Software or any part thereof and CONSULTANT SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND OF FITNES 10.2 Except as and to the extent provided in Section 8.1 hereof, under no circumstances shall consultant be liable to Client or any other person for any special, indirect, incidental or consequential damages, whether arising out of break or warranty, b 10.3 Notwithstanding any other provision of this Agreement, the aggregate liability of Consultant on whatever basis, shall not exceed the fee actually received by Consultant hereunder. 11. Notice. Any notice or other communication hereunder shall be in writing and shall be deemed given and effective (i) when delivered personally or by overnight express, or (ii) three (3) days after the postmark date if mailed by certified or regist 12. Miscellaneous. 12.1 This Agreement, including Attachment A, constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understa 12.2 Except as hereinafter provided, this Agreement may not be changed or amended except by a writing executed by both parties. Client may, at its discretion, change or amend the Project Schedule, including all or part of the project description and p 12.3 This Agreement shall inure to the benefit of the Consultant and be binding upon Client and its successors and assigns (to the extent that this Agreement is assignable). 12.4 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California excluding conflict of law rules. 12.5 The parties agree that the state courts located in Alameda County and the US District Court of the Northern District of California, San Francisco Division, shall have exclusive jurisdiction to determine the validity, construction and performance o 12.6 No delay or failure by either party to exercise or enforce at any time any right or provision of this Agreement shall be considered a waiver thereof or of such partyUs right thereafter to exercise or enforce each and every right and provision of t 12.7 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument. In construing or interpreting this Agreement, the word RorS shall not be con 12.8 If any provision of this Agreement shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enfor IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written: CLIENT: CONSULTANT: xxxx MindStorm, Inc. By: __________________________ _____________________________ Name: xxxx Burt Johnson Title: __________________________ President Address: xxxx 88 Oak Ridge Rd xxxx Berkeley, CA 94705 Attachment RAS Project Schedule (a) Commencement Date: xxxx (b) Anticipated Duration: xxxx (c) Name of Client Project Managers: xxxx (d) ContractorUs Hourly Rate: $xxxx / hour (e) Project Description: Client has contracted with Consultant to xxxx Consultant estimates xxx hours for this phase of the project. CLIENT: CONSULTANT: xxxx. MindStorm, Inc. By: __________________________ _____________________________ Name: xxxx Burt Johnson Title: __________________________ President >Edward J. Branley elendil@mintir.new-orleans.la.us< >Seashell Software, Metairie, LA +1-504-455-5087< Article 4734 of misc.jobs.contract: Path: unixland!think.com!yale.edu!yale!gumby!wupost!tulane!mintir!elendil From: elendil@mintir.new-orleans.la.us (Edward J. Branley) Newsgroups: misc.jobs.contract Subject: Sample Contracts (2 of 4) Message-ID: <1aT8oB3w164w@mintir.new-orleans.la.us> Date: Sat, 08 Aug 92 20:14:35 CDT Organization: Minas Tirith BBS, New Orleans, LA Lines: 495 Another Sample Contract: ----begin ----- The following contract has been reviewed by a New Jersey Tax Attorney. This contract should NOT be construed as legal advice. The author of this contract is NOT engaged in rendering legal, tax, accounting or similar professional services. The accuracy and completeness of this sample contract and opinions based thereon are NOT guaranteed. General recommendations made by the author may NOT be suitable for every individual. This contract should NOT be used without the advice and counsel of a competent attorney. Notes: Please pay particular attention to sections 3.5 and 5.2 of the contract. Section 5.2 indemnifies and holds the Broker harmless from and against all federal employment taxes. The original content and form of this contract was prepared by Robert A. Esperti and Renno L. Peterson. A thorough review of the legal issues relating to Independent Contractors may be found in the following book: INCORPORATING YOUR TALENTS, Esperiti and Peterson, Mc Graw Hill Book Company, 1984. On January 8, 1987, The law firm of Mc Carter and English, Newark, New Jersey expressed the following written opinions: We have reviewed the form of the contract that you have provided as well as the standards that are generally used by the IRS to determine whether a worker should be treated as an employee or an independent contractor. As you know, there are twenty factors and the IRS takes the position that not all of the factors are present in any case. The weight given each factor is not always constant. The degree of importance of each factor my vary depending on the occupation. The agreement appears to meet the standards which the IRS has set for an independent contractor relationship. Of course, the IRS will look to all of the facts and circumstances surrounding the relationship, even beyond the written agreement. Therefore, care should be taken that any working arrangement that evolves beyond the scope of the written agreement also fits within the standards set by the IRS to define an Independent Contractor relationship. January 26, 1987 Page 1 of 9 INDEPENDENT CONTRACTOR AGREEMENT This Agreement, dated January 26, 1987, is by and between Adept Technologies Inc., incorporated under the laws of the State of New Jersey (Independent Contractor) and Big Brokers Inc., incorporated under the laws of the State of New York (Company). The Company is engaged in providing computer software design and education services to to a highly select group of corpor- ations, partnerships, and individuals. These clients are the product of many years of successful software design on the part of the Company and have become a profitable part of the business of the Company. Because of the sometimes unique needs of these clients, it is necessary for the Company to provide additional business system management services which are outside the expertise of the Company. To compete successfully in the business of software design and education, the Company needs to engage, from time to time, the services of certain business management experts to its clients. These experts furnish strategic and tactical information management plans and models which are vital to the successful implementation of software systems. The Independent Contractor is well known in the area of strategic business system modeling, planning and management. The experience and reputation of the Independent Contractor are such that the association of the Independent Contractor with the Company will mutually benefit each of them. The Independent Contractor employs business management consul- tants of some reknown and has expertise in many areas of information management and planning that the Company would like to utilize. Both the Independent Contractor and the Company realize that their association could be profitable to each of them and they wish to establish a relationship which will benefit them both. The Company and the Independent Contractor hereby enter into this agreement to set forth their mutual promises and understandings. January 26, 1987 Page 2 of 9 INDEPENDENT CONTRACTOR AGREEMENT ARTICLE I DUTIES AND RESPONSIBILITIES Section 1.1 Engagement of Independent Contractor. The Company hereby engages the Independent Contractor as an independent contractor to perform the duties and responsibilities as set forth in this Agreement. The Independent Contractor will have all the rights and privileges incidental and necessary to the services contemplated under this agreement. Section 1.2 Specific Duties and Responsibilities. The Independent Contractor is engaged pursuant to this Agreement to perform the following services on behalf of the Company: Provide strategic and tactical business information manage- ment plans. These plans may include the following management reports, entity relationship models, logical data models and physical data models. Provide business system life cycle management reports which may include feasibility studies, requirements definitions, business system plans, gantt charts, and business system progress reports. Provide consulting and education to the Company with regard to business system development methodologies. These services may be rendered directly to the Company or may be rendered to the Company's client, Saks Fifth Avenue New York. ARTICLE II COMPENSATION FOR SERVICES Section 2.1 Compensation for Business System Management or Consulting Services. The Company shall compensate the Independent Contractor $48,895 for providing business system management or consulting services during the term of this Agreement as set forth in Section 3.1. The Company will pay the Independent Contractor $1915 upon the signing of this Agreement. The remaining balance of $46,980 compensation for business management consulting ser- vices will be paid by the Company to the Independent Contrac- tor in twelve equal installments each in the amount of $3915. January 26, 1987 Page 3 of 9 INDEPENDENT CONTRACTOR AGREEMENT The Company will render the installment payments to the Independent Contractor on the following dates: February 15, 1987; February 28,1987; March 15, 1987; March 30, 1987; April 15, 1987; April 30, 1987; May 15,1987; May 30, 1987; June 15,1987; June 30,1987; July 15, 1987 and July 25, 1987. The Independent Contractor shall submit an invoice to the Company for the initial payment and each subsequent install- ment payment so that the Company can reduce the administra- tive time required to process such payments. Section 2.2 Compensation for Other Services. Other services performed by the Independent Contractor for or on the behalf of the Company shall be compensated for based on mutual agree- ment. The Independent Contractor agrees to perform addition- al services upon the reasonable request of the Company as long as the compensation shall be agreed upon prior to the commencement of the services so performed. If the Indepen- dent Contractor chooses not to perform additional services for the Company, the Company agrees that this Agreement shall continue to be in full force and effect and that such deci- sions by the Independent Contractor shall affect no other rights of the parties under this Agreement. ARTICLE III TERM OF AGREEMENT Section 3.1 Initial Term. The initial term of this Agreement shall begin on January 26, 1987, and terminate on July 25, 1987 subject, however, to termination during such period as provided in this Article. At the end of the term of this Agreement, all of the parties' duties hereunder shall cease and all amounts due to the Independent Contractor will be paid pursuant to the terms of this Agreement. In the event that all the services that were begun under this Agreement have not been completed at the time this Agreement is terminated, it is agreed by both the Independent Contractor and the Company that these services will be completed as soon as is reasonably possible after the termination of this Agree- ment. Services rendered after the termination of this Agree- ment for projects begun prior to the termination of this Agreement will be compensated for under the terms of Article II. January 26, 1987 Page 4 of 9 INDEPENDENT CONTRACTOR AGREEMENT Section 3.2 Continuation of Agreement. The Company and the Independent Contractor contemplate that the relationship under this Agreement shall terminate on July 25, 1987. The parties agree to meet at least thirty days prior to the termination of this Agreement under Section 3.1 in order to extend this Agreement or modify such terms and conditions as the parties mutually agree. Section 3.3 Termination upon the Bankruptcy or Liquidation of the Independent Contractor. This Agreement shall terminate upon the adjudicated bankruptcy or the liquidation of the Independent Contractor. Adjudicated bankruptcy shall be defined as the date of any decree of bankruptcy issued by a court of competent jurisdiction. Liquidation shall refer to the sale or other disposition of more than 50 percent of the stock of the Independent Contractor, the sale or other dispo- sition of more than 50 percent of the assets of the Indepen- dent Contractor, or the formal acceptance by the state of incorporation of the Independent Contractor of Articles of Dissolution or equivalent documentation. Section 3.4 Voluntary Termination. Either party to this Agreement, for any reason whatsoever, may terminate this Agreement upon fourteen days' written notice. In such event, all services under this Agreement shall be completed pursuant to Section 3.1. Section 3.5 Termination for Cause. If, at any time, the Company ascertains that the expertise of the Independent Contractor's employees, agents, or servants is not of the high quality and expertise that the Company deems necessary to satisfactorily complete the services under this Agreement, the Company can terminate this Agreement. Termination under this provision may be accomplished only in writing. Upon receipt of the written termination notice, the Independent Contractor will cause all services to immediately cease. The Company shall only be liable for payment of services which it determines to be beneficial or of sufficient quality to warrant payment. January 26, 1987 Page 5 of 9 INDEPENDENT CONTRACTOR AGREEMENT ARTICLE IV TRAVEL AND MISCELLANEOUS EXPENSES Section 4.1 Travel Expenses. Travel, entertainment and other incidental expenses incurred by the Independent Contractor or its employees, when providing business management consulting services for the Company's Client in the County of Manhattan of the State of New York, shall be paid in full by the Independent Contractor. Section 4.2 Miscellaneous Expenses. The Independent Contractor understands and agrees that miscellaneous expenses are the sole expense of the Independent Contractor and that the Company shall have no liability for their payment. ARTICLE V RELATIONSHIP OF THE PARTIES Section 5.1 Independent Contractor Status. The Parties' intention is that the relationship between them is that of employer and independent contractor. Neither the Independent Contractor nor any agent, employee, or servant of the Indepen- dent Contractor shall be deemed to be the agent, employee or servant of the Company. Furthermore, the Independent Contrac- tor shall have no real or apparent authority to bind the Com- pany in any manner. Benefits provided by the Company to its employees, including, but not limited to, compensation insur- ance or unemployment insurance, are not available from the Company to the Independent Contractor, its agents, employees, or servants. Section 5.2 Employment and Income Taxes. The Independent Contractor shall be responsible for the payment of all federal, state, and local taxes or contributions imposed or required under any unemployment insurance, Social Security, income or any other laws with respect to the Independent Contractor's employees. January 26, 1987 Page 6 of 9 INDEPENDENT CONTRACTOR AGREEMENT Notwithstanding anything in this Agreement to the contrary, the Independent Contractor hereby agrees to indemnify and hold the Company harmless from and against all federal employment tax liabilities and related interest and penalties, but not costs, arising out of any and all claims, suits, actions or administrative or other proceedings against the Company for its taxable years during which this Agreement is in effect. In case any claim is made, or any suit or action is commenced, or notice is given, of any administrative or other proceedings against the Company in respect of which indemnity may be sought, the Company shall promptly notify the Indepen- dent Contractor and permit the Independent Contractor to defend at its own cost and with counsel of its choice any or all such claims, suits, actions and proceedings against the Company. The Company shall give to the Independent Contrac- tor or its counsel access at all reasonable times to all the books, records, tax returns, contracts and documents of the Company as are existent at the time requested and shall fur- nish all other information as may also be necessary to defend such claims, suits, actions or proceedings. Section 5.3 Employees of the Independent Contractor. The Independent Contractor may hire any employees deemed neces- sary by the Independent Contractor. The Company shall have no duties or obligations with respect to any of the Indepen- dent Contractor's employees, agents, or servants. The Independent Contractor has full authority and control as to its employees, agents, and servants, and the Company will exercise no control over the personnel policies of the Inde- pendent Contractor, including hiring, supervision, or termination. Section 5.4 Supervision. The Independent Contractor shall have full authority to control and direct the performance of the details of the services provided by the Independent Con- tractor to the Company. The Company is only interested in the results achieved. All work performed by the Independent Contractor shall, however, meet the approval of the Company and shall be subject to the Company's general right of inspec- tion to secure the satisfactory completion of the services under this Agreement. January 26, 1987 Page 7 of 9 INDEPENDENT CONTRACTOR AGREEMENT The Independent Contractor warrants and agrees to assign only qualified personnel to perform services on behalf of the Company and that failure to do so may cause immediate termination of this Agreement under Section 3.5. Section 5.5 Compliance with Law. The Independent Contractor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now in effect or may be in the future applicable to the Independent Contractor, its busi- ness, and its personnel. ARTICLE VI NONDISCLOSURE OF INFORMATION Section 6.1 Independent Contractor Shall Not Disclose Information. The Independent Contractor recognizes that tech- nical information, operating procedures, and client informa- tion, as well as financial information, of the Company are highly confidential and are the sole property of the Company. The Independent Contractor, its employees, agents, or ser- vants agree not to disclose, during or after the term of this Agreement, any information relative or pertinent to the Com- pany's financial condition or operating procedures. In addi- tion, the Independent Contractor, its employees, agents, or servants shall not disclose any information that relates to the clients of the Company, including the name of the clients. All files and records with respect to the Company's clients or the Company itself shall be the property of the Company, and the Independent Contractor shall not remove these files or records without the specific written consent of the Com- pany. The Independent Contractor agrees that all these files and records are the property of the Company and that upon termination of this Agreement, they will be promptly returned to the Company. January 26, 1987 Page 8 of 9 INDEPENDENT CONTRACTOR AGREEMENT Section 6.2 Clients of the Company. The Company and the Independent Contractor agree that the clients of the Company are unique assets of the Company. The Company is giving the Independent Contractor the opportunity to work with these clients. While the Company expects that the Independent Con- tractor will render business management consulting services to other organizations, it also expects that the Independent Contractor will not continue relationships with Saks Fifth Avenue New York after this agreement is terminated. There- fore, the Independent Contractor agrees that it, its share- holders, directors, officers, employees, agents, or servants will not render any business management consulting services to Saks Fifth Avenue New York for six months after the date of termination of this Agreement. Section 6.3 Breach of this Article. In the event of a breach or threatened breach of the provisions of this Article by the Independent Contractor, the Company shall be entitled to an injunction restraining the Independent Contractor, its shareholders, directors, officers, employees, agents, or ser- vants, whichever the case may be, from disclosing, in whole or in part, any information or documentation intended to be covered by the Agreement or from rendering services to Saks Fifth Avenue New York for six months after the date of termination of this Agreement. ARTICLE VII GENERAL MATTERS Section 7.1 New Jersey Law. This Agreement shall be governed by the laws of the State of New Jersey and shall be construed in accordance therewith. Section 7.2 No Waiver. No provision of this Agreement may be waived, except by an agreement in writing signed by the waiving party. A waiver of any term or provision shall not be construed as a waiver of any other provision. Section 7.3 Benefit. This Agreement shall be binding upon the parties, their successors, and assigns. January 26, 1987 Page 9 of 9 INDEPENDENT CONTRACTOR AGREEMENT Section 7.4 Amendment. This Agreement may be amended, altered, or revoked at any time, in whole or in part, by the written agreement of the parties hereto. Section 7.5 Construction. Throughout this Agreement, the singular shall include the plural, the plural shall include the singular, and the masculine and neuter shall include the feminine, wherever the context so requires. The headings of Articles and Sections are included solely for convenience of reference. If any conflict between the headings and the text of this Agreement exists, the text will control. Section 7.6 Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect any other provision of this Agreement. On the contrary, such remaining provisions shall be fully severable, and this Agree- ment shall be construed and enforced as if such invalid provi- sion had never been inserted in this Agreement. Section 7.7 Notice. Any notice required to be in writing under this Agreement shall either be sent by certified mail, return receipt requested, or by personal delivery and shall be considered as received from the party delivering such notice as of the date of the signing of the return receipt in the case of certified mail or upon the date of the signing of a receipt upon delivery in the case of personal delivery. The parties to this Agreement have signed this Agreement as of the day and date first written above. Adept Technologies Inc. Big Brokers Inc. By:----------------------- By:----------------------- Robert G. Grant, President Herb Big Shot, President ===== end of file ===== >Edward J. Branley elendil@mintir.new-orleans.la.us< >Seashell Software, Metairie, LA +1-504-455-5087< Article 4735 of misc.jobs.contract: Path: unixland!think.com!zaphod.mps.ohio-state.edu!uakari.primate.wisc.edu!ames!tulane!mintir!elendil From: elendil@mintir.new-orleans.la.us (Edward J. Branley) Newsgroups: misc.jobs.contract Subject: Sample Contract (3 of 4) Message-ID: <RcT8oB4w164w@mintir.new-orleans.la.us> Date: 9 Aug 92 01:15:38 GMT Organization: Minas Tirith BBS, New Orleans, LA Lines: 314 Third in a series of four sample consulting contracts: ------begin------- AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE LICENSOR (WE, US, OUR): YOUR NAME address city, state zip LICENSEE (YOU, YOUR): CLIENT'S NAME address city, state zip ======================================================================== 1. TRAINING We will provide training for your employees in the operation of the SYSTEM, defined as that portion of our software library licensed to you in object code format listed on Schedule 1, the licensed portion hereinafter being referred to with two (2) copies of user-documentation but not source codes. Training provided under this Agreement will be billable at our rate then in effect plus reasonable expenses. Our current rate is $_____ per hour. You shall receive 30 days advance notice of changes in our hourly rates. 2. MAINTENANCE The first three months of maintenance after delivery of the software is free of charge. You agree to pay us for maintenance service with respect to the SYSTEM the sum of $_____ per month, which amount shall be due on the first day of each month. The fee may be increased each year by an amount not to exceed TEN (10%) PERCENT. Maintenance service will provide you with: 2.1 WARRANTY Continuing warranty of the SYSTEM, and any approved changes, modifications, additions, or enhancements thereto, made by us, as follows: We warrant that the SYSTEM, and any approved changes, modifications, additions, or enhancements thereto, shall be reasonably free from program coding errors as delivered. In the event coding errors are discovered AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE subsequent to delivery, for a period of three (3) months we will supply corrections at no further charge. After this three (3) month period, all corrections will be charged at $_____ per hour if the maintenance contract is in effect, otherwise you shall be charged at our regular rate of $_____ per hour. This warranty is void if any changes, modifications, additions, or enhancements are made to the SYSTEM without our written authorization. You will allow us, without charge, reasonable access to and use of your hardware as may be necessary to diagnose or repair any defect. Our warranty shall not apply to defects which are the result of improper handling or use, or in the event that any changes, modifications, additions, or enhancements to the SYSTEM are made not in conformity with this Agreement. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL WE BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 2.2 CHANGES, MODIFICATIONS, ADDITIONS OR ENHANCEMENTS All changes, modifications, additions or enhancements to the SYSTEM offered by us to our maintenance CUSTOMERS, provided, however, that new modules to the system shall be separately offered at prices determined by us. 2.3 CONSULTATION AND ASSISTANCE Appropriate consultation and assistance in the event of a software malfunction. (1) We will usually respond via telephone to inquiries from you within two (2) hours. (2) On-site visits, if required, will usually be made within three (3) business days. (3) Maintenance service will be provided by us from Monday through Friday, excluding holidays, from 9:00 a.m. to 5:00 p.m. Eastern time. (4) We reserve the right to make additional charges for time at our normal rates and expenses for the correction of malfunctions directly traceable to errors by your staff. -2- AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE 2.4 CONVERSION Consult with and make recommendations to you regarding conversion of your information to our data base and regarding the preparation of any pre-printed forms required by you for the SYSTEM. 3. TERM The term of this Agreement shall be one (1) year. It shall then be renewed automatically from year to year, unless you shall give us written notice requesting termination of training and maintenance services at least three (3) months prior to the end of the original or any renewed term. 4. CUSTOMER RESPONSIBILITIES 4.1 PROJECT MANAGER You shall designate a Project Manager with whom we shall deal directly on all matters concerning the SYSTEM. 4.2 SUPERVISION You shall be exclusively responsible for the supervision, management, and control of your use of the SYSTEM. 4.3 SITE PREPARATION You are responsible for physical site preparation and for maintenance of the hardware and all peripheral equipment. 4.4 COMPETENT PERSONNEL You will provide sufficient employees and/or agents to compile and input the necessary information to build the required data base for the SYSTEM and to operate the SYSTEM. You must have at least one (1) person trained in the operations of the hardware by the -3- AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE hardware vendor, and you must make available a minimum of two (2) of your employees or agents for at least four hours during the training period. 5. GENERAL PROVISIONS 5.1 SEVERABILITY The waiver, invalidity, or unenforceability of any particular provision of this Agreement shall not affect any other provision, and this Agreement shall be construed in all respects as if such waived, invalid, or unenforceable provision were omitted. 5.2 CONSTRUCTION AND FORUM This Agreement shall be governed by and interpreted in accordance with the laws of the state of New York. Jurisdiction for any dispute hereunder shall lie only in the federal and state courts located in the State of New York. 5.3 COMPLETE AGREEMENT This Agreement and its schedules embody the full and complete understanding between you and us. 5.4 EXCLUSIVENESS OF TERMS No salesman, agent or subcontractor has made, or is authorized to make, any representation or agreement with respect to the SYSTEM or this Agreement, except upon the terms and conditions of this Agreement. 5.5 TAXES You agree to pay and be responsible for any sales and/or use taxes. 5.6 PLAN OF PAYMENT All payments shall be due in accordance with the terms and conditions hereof and shall be made directly to us at the address herein specified. -4- AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE 5.7 MODIFICATIONS TO THIS AGREEMENT No modifications shall be made to this Agreement except as agreed to in writing, signed by you and by us. You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. Further, you agree that this Agreement and the schedules hereto are the complete and exclusive statement of the agreement between you and us, superseding all proposals or prior agreements, oral or written, and all other communications between you and us relating to the subject matter of this Agreement. Agreed to: _____________________________________ Date: _________ For ____________________________________________ Agreed to: _____________________________________ Date: _________ For ____________________________________________ -5- >Edward J. Branley elendil@mintir.new-orleans.la.us< >Seashell Software, Metairie, LA +1-504-455-5087< Article 4736 of misc.jobs.contract: Path: unixland!think.com!zaphod.mps.ohio-state.edu!uakari.primate.wisc.edu!ames!tulane!mintir!elendil From: elendil@mintir.new-orleans.la.us (Edward J. Branley) Newsgroups: misc.jobs.contract Subject: Sample Contracts (4 of 4) Message-ID: <2eT8oB5w164w@mintir.new-orleans.la.us> Date: 9 Aug 92 01:17:00 GMT Organization: Minas Tirith BBS, New Orleans, LA Lines: 223 fourth (and last) in a series of sample consulting contracts. These are from Compu$erve's CONSULT forum. I invite comments, thoughts, etc. -----begin------ SAMPLE SUBCONTRACTING AGREEMENT In consideration of remunerations and valued services provided by PRIME CONTRACTOR (hereinafter called the COMPANY), at the facility of FORTUNE 500 CLIENT (hereinafter called the CUSTOMER), headquartered at BIG TOWN, USA., LITTLE CONTRACTOR (hereinafter called the SUBCONTRACTOR), agrees, warrants and covenants the following: 1. SUBCONTRACTOR agrees to provide and maintain Worker's Compensation Insurance for all of its employees. If any direct claim for Worker's Compensation benefits or awards is asserted against the COMPANY by any of said employees or, in the event of death, by their personal representative(s), then SUBCONTRACTOR shall indemnify and hold the company harmless from and against any such claim(s) to the extent of all benefits and awards, costs of litigation, disbursements and reasonable attorney fees the COMPANY may incur in connection therewith. At COMPANY's option, and upon written notice, SUBCONTRACTOR will undertake to defend the COMPANY against such claim(s). 2. SUBCONTRACTOR agrees to indemnify and to hold the COMPANY harmless from any and all liability or expense the COMPANY may incur by reason of bodily injury (including death) to any person, or property damage, or both, solely and proximately caused by the act(s) of SUBCONTRACTOR and/or SUBCONTRACTOR'S employee(s) while performing work or services for COMPANY. In addition, the SUBCONTRACTOR agrees to indemnify and hold the COMPANY harmless from any and all claims alleged by the CUSTOMER, including, but not limited to, any claims of inferior services provided, poor workmanship in the services provided, inferior quality in the product produced pursuant to the services provided by the SUBCONTRACTOR, and the like, solely and proximately caused by the act(s) of SUBCONTRACTOR and/or SUBCONTRACTOR'S employee(s) while performing work or services pursuant to this agreement. In addition, the SUBCONTRACTOR acknowledges and agrees that the COMPANY shall not be liable for any acts or services performed by the SUBCONTRACTOR pursuant to this agreement and agrees to indemnify the COMPANY from any and all claims alleged by the CUSTOMER of reasonable attorney's fees, agreements, penalties or interest which may be alleged or claimed against the COMPANY. 3. SUBCONTRACTOR agrees to pay any and all Federal, State and miscellaneous taxes which are required to be paid by law, pursuant to the employment of SUBCONTRACTOR by the COMPANY, and the SUBCONTRACTOR further agrees to indemnify and hold the COMPANY harmless from any and all liability, litigation or claims made by any FEDERAL or STATE Revenue agency or any other entity for the payment of said taxes. 4. SUBCONTRACTOR agrees not to disclose, divulge, copy or reproduce any confidential materials or information entrusted tohim, it, or its employees by the CUSTOMER or by the COMPANY in connection with work or activity carried out pursuant to this agreement. This covenant against disclosure does not apply to materials or information which have come to be in the public domain independent of any action by SUBCONTRACTOR or which can be shown to have become the rightful property of the SUBCONTRACTOR. However, if SUBCONTRACTOR has signed a confidentiality agreement drawn up by and for benefit of CUSTOMER, then SUBCONTRACTOR shall comply with all the provisions of that aggreement. 5. SUBCONTRACTOR agrees that any invention, improvement or discovery, including but not limited to all software, all documentation and all programs conceived or first developed by SUBCONTRACTOR OR SUBCONTRACTOR'S employees during period of SUBCONTRACTOR's work for CUSTOMER pursuant to this agreement and conceived for first developed while actively engaged in work for CUSTOMER or called for by scope of work for CUSTOMER shall become and remain the property of the CUSTOMER. This provision does not apply to discoveries or software made or developed by SUBCONTRACTOR or SUBCONTRACTOR's employees during the term of this agreement but while not actively engaged in work for CUSTOMER and not within the scope of the work being performed by SUBCONTRACTOR for CUSTOMER. 6. SUBCONTRACTOR further agrees, covenants, and warrants that all materials, including but without limitation, all reports, programs, materials, tapes, card decks, listings, and any other documentation prepared, created, written or reduced to human readable form by the SUBCONTRACTOR while engaged in work for CUSTOMER pursuant to this agreement shall remain the property of and belong exclusively to the CUSTOMER.However, it is recognized that if SUBCONTRACTOR prepares programs for CUSTOMER under this agreement, such programs may incorporate algorithms and/or source code available to SUBCONTRACTOR previous this agreement or from parties other than SUBCONTRACTOR and CUSTOMER. Although the programs prepared under this agreement and incorporating such algorithms and/or source code will become the exclusive property of CUSTOMER, SUBCONTRACTOR shall continue to have whatever rights to such algorithms and/or source code as he would have had in the absense of this agreement. Moreover, if while performing work for CUSTOMER under this agreement, SUBCONTRACTOR developes algorithms which are general in nature and embody no information or details about CUSTOMER's business, then SUBCONTRACTOR will be at liberty to retain copies of source code embodying such algorithms as tools of his trade, and this agreement will not limit SUBCONTRACTOR's rights to use such algorithms. However, all complete programs prepared by SUBCONTRACTOR for CUSTOMER under this agreement shall belong exclusively to CUSTOMER. 7. SUBCONTRACTOR agrees, covenants and warrants that the SUBCONTRACTOR, its employees, servants or agents will not accept employment directly or indirectly at the CUSTOMER, which would circumvent or otherwise destroy the contractual agreement between the COMPANY and SUBCONTRACTOR, nor will the SUBCONTRACTOR solicit the CUSTOMER or place other employees at the CUSTOMER, its subdivisions or subsidiaries during the term of employment pursuant to the terms of this agreement and will continue to refrain from performing these prohibited acts for a period of six (6) months following the termination of this agreement. However, following the termination of this agreement, SUBCONTRACTOR may accept employment from a division of CUSTOMER other than the one served pursuant to this agreement without needing to wait six months provided that SUBCONTRACTOR had a preexisting contractual relation with that division or had previously submitted a written proposal to provide services to that division. 8. SUBCONTRACTOR agrees to bill the COMPANY weekly by invoice for services rendered during the past week. 9. The SUBCONTRACTOR agrees that it will be paid only for actual services provided to the CUSTOMER, and that the SUBCONTRACTOR is not entitled to compensation for overtime, sick days, holidays, and CUSTOMER'S closing of its business for any reason. The SUBCONTRACTOR will be compensated monthly two weeks following COMPANY's receipt of SUBCONTRACTOR's invoice for hours worked as approved by CUSTOMER including any hours over 40 hours per week at the hourly rate as stated in the RATE SCHEDULE dated which accompanies this agreement and is incorporated herein by reference. 10. The SUBCONTRACTOR agrees that its provision of services pursuant to this agreement is subject to final approval by the CUSTOMER, and the SUBCONTRACTOR agrees to hold the COMPANY harmless of all liability if the CUSTOMER rejects the SUBCONTRACTOR for any reason. 11. The term SUBCONTRACTOR, for the purpose of this agreement, shall mean the SUBCONTRACTOR, the SUBCONTRACTOR'S company, and the SUBCONTRACTOR'S employees, servants, agents and any other person or entity that the SUBCONTRACTOR uses or employs in any manner or form in connection with the services provided pursuant to the terms of this agreement. 12. All parts of this agreement shall remain in full force and effect throughout the period of SUBCONTRACTOR's performance of services hereunder for the CUSTOMER, and provisions of paragraphs such as 7 which state continuing obligations shall continue in effect after the end of performance of services hereunder for the periods which they indicate. Service called for hereunder shall be provided by SUBCONTRACTOR for the period indicated in the next paragraph subject to possible changes of duration as follows: a. change of duration by mutual agreement of SUBCONTRACTOR and COMPANY; b. reduction of duration by decision of COMPANY with notice two weeks or more prior to termination of service unless such reduction is caused by decision of CUSTOMER with shorter notice by CUSTOMER, in which case the notice will be as close as practical to that given by CUSTOMER. c.reduction of duration by decision of SUBCONTRACTOR with notice four weeks or more prior to termination of service. d.immediate termination of SUBCONTRACTOR's service by decision of COMPANY with no prior notice, if, in the judgement of COMPANY, CUSTOMER is unable or unwilling to meet its financial obligations to COMPANY. 13. The SUBCONTRACTOR acknowledges that the CUSTOMER has estimated said assignment , work, or project, pursuant to this agreement, will require 26 weeks to complete and the SUBCONTRACTOR agrees, covenants and warrants to provide services, pursuant to this agreement, so as to complete said assignment, work, or project within said time period estimated by the CUSTOMER, as specified above. 14. This agreement shall be interpreted and construed according to the laws of the Commonwealth of Pennsylvania. Any provisions of clause(s) hereof which shall be invalidated by virtue of the fact that it is prohibited by law shall be ineffective to the extent of such illegality; however, this Agreement, and this Agreement shall be interpreted as if such clause or provision were not contained herein, insofar as is practical. Wherever the context permits in this Agreement, any word in one gender shall include the other gender. SIGNED AND EXECUTED AS A SEALED INSTRUMENT this day of , 19 . SUBCONTRACTOR: Witness Title Signature COMPANY: Witness Title Signature >Edward J. Branley elendil@mintir.new-orleans.la.us< >Seashell Software, Metairie, LA +1-504-455-5087< -- Bill Downing, President Email: bdowning@unixland.natick.ma.us DOWNING ASSOCIATES, INC. 8 Doyle Lane, Hopkinton, MA 01748 508-435-4567 
