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IT, web, Internet, software, hardware, media, multimedia, photography, tech, information, technology, computer, business, company, pre-written, legal, contract, agreement, documents, templates, boilerplate, form, outline, text, terms, recitals COMPUTER CONSULTING AGREEMENT THIS AGREEMENT made this CurrentDay day CurrentMonth CurrentYear and between Company Consultants and CustCompany Customer Agreements consideration the mutual covenants set forth this Agreement Customer and Consultants hereby agree follows Services Consultants shall during the Term defined below provide Customer the computer consulting services described below the Services Work Product such times Customer may reasonably request Services include but are not limited Enter Service Work Product Description here Enter Service Work Product Description here Enter Service Work Product Description here Enter Service Work Product Description here Specifications Consultants agree perform the services pursuant the specifications set forth Exhibit attached hereto the Specifications Term Service Term this Agreement shall commence StartDate and shall continue full force and effect until terminated either party upon least days prior written notice Absent termination notice event except breach may this Agreement terminated prior EndDate Upon termination this Agreement Consultants shall transfer and make available Customer all property and materials Consultant possession subject Consultant control that are the rightful property Customer Consultants shall make every reasonable effort secure all written descriptive matter which pertains the Services Work Product and agrees provide reasonable cooperation arrange for the transfer all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein the event loss destruction any such material descriptive matter Consultants shall immediately notify Customer the details the loss destruction writing and provide the necessary information for loss statement other documentation Customer Ownership Rights Consultants shall have ownership all Consultant Materials Consultant Material consists all copyrightable Materials that not constitute Services Work Product defined Sect Services and Exhibit Specifications Materials that are solely owned Consultants licensed Consultants Materials that are incorporated into the Work Product part the Services Additional material shall include but are not limited Insert additional Consultant Material here Consultant shall hold all right title and interest and Consultant Material Customer shall not anything that may infringe upon any way undermine Consultants right title and interest Consultant Material described this paragraph Notwithstanding the above Consultant hereby grants Customer unrestricted nonexclusive perpetual fully paid worldwide license for the use for the sublicense the use Consultant Material for the purpose Insert purpose the Consultant Material will used for here Compensation For all Consultants services under this Agreement Customer shall compensate Consultants cash pursuant the terms Exhibit attached hereto the event Customer fails make any the payments referenced Exhibit the deadline set forth Exhibit Consultants have the right but are not obligated pursue any all the following remedies terminate the Agreement breach immediately stop all services bring legal action Mutual Confidentiality Customer and Consultants acknowledge and agree that the Specifications and all other documents and information related the performance production creation any expression the services work product are the property Customer Materials provided between Consultants and Customer the Confidential Information including but not limited documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall the exclusive property the respected owner the Owning Party and will constitute valuable trade secrets Both parties shall keep the Confidential Information confidence and shall not any time during after the term this Agreement without prior written consent from the owning party disclose otherwise make available anyone either directly indirectly all any part the Confidential Information Excluded from the Confidential Information definition anything that can seen the public had been previously made available the owning party public venue Limited Warranty and Limitation Damages Consultants warrant the Services Work Product will conform the Specifications the Services Work product not conform the Specifications Consultants shall responsible correct the Services Work Product without unreasonable delay Consultants sole expense and without charge Customer bring the Services Work Product into conformance with the Specifications This warranty shall the exclusive warranty available Customer Customer waives any other warranty express implied Customer acknowledges that Consultants are not responsible for the results obtained Customer when using any Services Work Product produced Consultants Customer waives any claim for damages direct indirect and agrees that its sole and exclusive remedy for damages either contract tort the return the consideration paid Consultants set forth Exhibit attached hereto action regardless form arising out the Services rendered Work Product under the Agreement may brought either party more than one year after the cause action has occurred event shall Consultants held liable for consequential damages Independent Contractor Consultants are retained independent contractors Consultants will fully responsible for payment their own income taxes all compensation earned under this Agreement Customer will not withhold pay any income tax social security tax any other payroll taxes Consultants behalf Consultants understand that they will not entitled any fringe benefits that Customer provides for its employees generally any statutory employment benefits including without limitation worker compensation unemployment insurance Insurance Consultants shall maintain throughout the entire term this Agreement adequate general liability insurance providing coverage against liability for bodily injury death and property damage that may arise out based upon any act omission Consultants any its employees agents subcontractors under this Agreement Upon written request Consultants shall provide certificates from its insurers indicating the amount insurance coverage the nature such coverage and the expiration date each applicable policy Consultants shall not name Customer additional insured any applicable policy any time during this Agreement condition acceptance this agreement Equipment Customer agrees make available Consultants for Consultants use performing the services required this Agreement such items hardware and software Customer and Consultants may agree are reasonably necessary for such purpose Customer agrees make the following equipment and services available Consultants Insert Equipment Services description here Insert Equipment Services description here Insert Equipment Services description here Expenses Consultants will not reimbursed for any expenses incurred connection with the Services Work Product whether direct indirect without the express written approval Customer General Provisions Entire Agreement This Agreement contains the entire agreement between the parties relating the subject matter hereof and supersedes any and all prior agreements understandings written oral between the parties related the subject matter hereof modification this Agreement shall valid unless made writing and signed both the parties hereto Governing Law This Agreement shall governed and construed accordance with the laws the State State Exclusive jurisdiction and venue shall the County County State Superior Court Binding Effect This Agreement shall binding upon and inure the benefit Customer and Consultants and their respective successors and assigns provided that Consultants may not assign any his obligations under this Agreement without Customer prior written consent Waiver The waiver either party any breach failure enforce any the terms and conditions this Agreement any time shall not any way affect limit waive such party right thereafter enforce and compel strict compliance with every term and condition this Agreement Good Faith Each party represents and warrants the other that such party has acted good faith and agrees continue act the negotiation execution delivery performance and any termination this Agreement Right Assign Consultants have right assign sell modify otherwise alter this agreement except upon the express written advance approval Customer which consent can withheld for any reason Customer may freely assign its rights and obligations under this agreement Payments the event Customer fails make any the payments set forth Exhibit within the time prescribed Exhibit Consultants have the right withhold Services remove work product from Consultant owned resources seek legal remedy until payment full paid plus accrued late charges per month Indemnification Customer warrants that everything gives Consultants the execution performance services the creation any and all Work Product legally owned licensed Customer Customer agrees indemnify and hold Consultants harmless from any and all claims brought any third party relating any aspect the Services Work Product including but without limitation any and all demands liabilities losses costs and claims including attorney fees arising out injury caused Customer products services material supplied Customer copyright infringement Use Descriptions Services Work Product for Promotional Purposes Customer grants Consultants the right use descriptive text testimonials performance metrics and other images photos and graphics that demonstrate the Services Work Product for promotional purposes and cross link with other promotional resources developed Consultants Responsibility for Theft Consultants have responsibility for any third party taking all any part the Services Work Product results Services Work Performed the improper use any Services Work Product produced Consultants any third party Right Make Derivative Works Consultants have the exclusive rights making any derivative works any Services Methodology Work Product Attorney Fees the event any party this Agreement employs attorney enforce any the terms the Agreement the prevailing party shall entitled recover its actual attorney fees and costs including expert witness fees Responsibility for Loss Consultants are not responsible for any down time lost files equipment failures acts nature any damage resultant from activities considered beyond the control Consultants such war riots natural disasters vandalism and other events Each party represents and warrants that the date first written above they are authorized enter into this Agreement entirety and duly bind their respective principals their signature below EXECUTED the date first written above CustCompany signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Company signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Customer Initials Consultant Initials
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