Legal Contract Templates Engagement Letter with Services Agreement

Writing the Engagement Letter with Services Agreement document

ENGAGEMENT LETTER THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer We are pleased to accept your engagement to provide Insert service description here services to you on an ongoing basis. This agreements purpose is to define the capacity of company name and to help set forth the conditions and expectations under which company name will work on your behalf. We shall have full discretion subject to your prior approval to engage our own employees subcontractors or third parties to perform the Services described in Section 1. Any employee or subcontractor we contract with shall be considered an extension of company name and subject to any confidentiality agreements and provisions company name may be subject to while working for company name. Work shall be performed either as task based fixed price or hourly depending on the circumstances or in the case of troubleshooting technical problems. Work may be requested in person by phone or email and always by unilateral agreement. company name will quote estimates for tasks and seek approval by one or more of the above methods. Usually Scope of Work shall be provided to company name at every opportunity for approval or guidance. We will submit itemized invoices for work performed every thirty days. Large expense items pre approved by Customer will be billed as incurred. Typically invoices will show the individual performing the work as well as the rate on an hourly basis. company name reserves the right to withhold or terminate services at any time if Customer fails to pay invoices in timely manner. company name may also request that company name provide billing updates from time to time to aid budgetary control. No agreement between company name and company name shall preclude future services for other customers deemed adverse or in competition directly or indirectly with company name. We understand that during the course of this engagement we may encounter sensitive or confidential information relating to company names business customers vendors and method of doing business. company name shall never disclose in any shape or form any confidential information trade secrets practices methods or any information deemed sensitive and not made available to the public. We value our relationships with our customers and we look forward to working with you on all future matters. Sincerely

first name last name job title 1. Services. Company shall during the Term of Service as defined below provide to Customer the computer consulting services described below the Services or Work Product at such times as Customer may reasonably request. Services include but are not limited to. a Evaluating and researching Customers existing technology and development needs. b Providing web and application hosting services. c Providing graphic web content creation and multimedia design services.

d Providing any other consulting services or project management services required by Customer. 2. Specifications. Company agrees to perform the Services pursuant to the specifications or Statement of Work set forth in Exhibit attached hereto the Specifications 3. Term of Service. Term of this Agreement shall commence on start date and shall continue in full force and effect until terminated by either party upon at least thirty days prior written notice. Absent termination notice no event except breach may terminate this Agreement prior to end date. Upon termination of this Agreement Company shall transfer and make available to Customer all property and materials in Companys possession or subject to Companys control that are the rightful property of Customer. Company shall make every reasonable effort to secure all written or descriptive matter which pertains to the Services or Work Product and agrees to provide reasonable cooperation to arrange for the transfer of all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter Company shall immediately notify Customer in writing of the details of the loss or destruction and provide the necessary information for loss statement or other documentation to Customer. 4. Ownership Rights.

Company shall have ownership of all Companys Material. Companys Material consists of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Section Services and any Exhibit Specifications b Materials that are solely owned by Company or licensed to Company. c Materials that are incorporated into the Work Product or part of the Services. Company shall hold all rights title and interest in and to Companys Material. Customer shall not do anything that may infringe upon or in any way undermine Companys rights title and interest in Companys Material as described in this paragraph 4. Notwithstanding the above Company hereby grants Customer an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of Companys Material for the purpose in which it was first employed and used by Customer. 5. Compensation. For all of Companys services under this Agreement Customer shall compensate Company in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadlines set forth in Exhibit Company has the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement breach immediately stop all services bring legal action. 6. Mutual Confidentiality.

Customer and Company acknowledge and agree that the Specifications and all other documents and information related to the performance production creation or any expression of the services or work product are the property of Customer. Materials provided between Company and Customer the Confidential Information including but not limited to documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall be the exclusive property of the respective owner the Owning Party and will constitute valuable trade secrets. Both parties shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without prior written consent from the Owning Party disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public or had been previously made available by the Owning Party in public venue. 7. Limited Warranty and Limitation on Damages. Company warrants the Services or Work Product will conform to the Specifications. If the Services or Work Product do not conform to the Specifications Company shall be responsible to correct the Services or Work Product without unreasonable delay at Companys sole expense and without charge to Customer to bring the Services or Work Product into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Company is not responsible for the results obtained by Customer when using any Services or Work Product produced by Company. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Company as set forth in Exhibit attached hereto. No action regardless of form arising out of the Services rendered or Work Product under the Agreement may be brought by either party more than one year after the cause of action has occurred. In no event shall Company be held liable for consequential damages. 8. Independent Contractor. Company is retained as an independent contractor. Company will be fully responsible for payment of Companys own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax social security tax or any other payroll taxes on Companys behalf. Company understands that it will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance. 9. Insurance. Company shall maintain throughout the entire term of this Agreement adequate general liability insurance providing coverage against liability for bodily injury death and property damage that may arise out of or be based upon any act or omission of Company or any of its employees agents or subcontractors under this Agreement. Upon written request Company shall provide certificates from its insurers indicating the amount of insurance coverage the nature of such coverage and the expiration date of each applicable policy. Company shall not name Customer as an additional insured on any applicable policy at any time during this Agreement or as condition of acceptance of this Agreement.

10. Equipment. Customer agrees to make available to Company for Companys use in performing the services required by this Agreement such items of hardware and software as Customer and Company may agree are reasonably necessary for such purpose. Customer agrees to make the following equipment and or services available to Company. a Servers and equipment required to operate all Customers web sites portals LMS or other application frameworks. b Insert any additional equipment required here 10 Expenses. Company will not be reimbursed for any expenses incurred in connection with the Services or Work Product whether direct or indirect without the express written approval of Customer. 11. General Provisions. 11 Entire Agreement.

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto. 11 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Company and their respective successors and assigns provided that Company may not assign any of its obligations under this Agreement without Customers prior written consent.

11 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 11 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 11 No Right to Assign. Company has no right to assign sell modify or otherwise alter this Agreement except upon the express written advance approval of Customer which consent can be withheld for any reason. Customer may freely assign its rights and obligations under this Agreement. 11 Payments. In the event Customer fails to make any of the payments set forth in Exhibit within the time prescribed in Exhibit Company shall have the right to withhold Services remove Work Product from Company owned resources or seek legal remedy until payment in full is paid plus accrued late charges of 2% per month.

How do you write a Non-Disclosure Form (Short Version) document? (alternate or related contract document)

company name address city state or province zip or postal code THIS AGREEMENT is made this current day day of current month current year by and between company name hereafter referred to as Company and company name hereafter referred to as Customer I agree that the information am requesting from the Company is confidential proprietary and may contain trade secrets. understand that it will be provided in confidence. agree not to disclose this information to any third parties and that my obligation of confidentiality shall extend for period of three years from the date of disclosure by the Company. I will be under no obligation of non disclosure for any information which. a At the time of disclosure had been published or was otherwise in the public domain; b After disclosure is published or otherwise becomes part of the public domain through no fault on its behalf; or

c Is or has been rightfully disclosed to it by party that has no obligation to the owner directly or indirectly with respect thereto to the extent that such third party disclosure is received without an obligation of confidentiality. Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed company name

By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed

Writing the Engagement Letter document (alternate or related contract document)

ENGAGEMENT LETTER THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer We are pleased to accept your engagement to provide Insert service description here services to you on an ongoing basis. This agreements purpose is to help define the capacity of company name and to set forth the conditions and expectations under which company name will work on your behalf. We shall have full discretion subject to your prior approval to engage our own employees subcontractors or third parties to perform the services described. Any employee or subcontractor we contract with shall be considered an extension of company name and subject to any confidentiality agreements and provisions company name may be subject to while working for company name. Work shall be performed either as task based fixed price or hourly depending on the circumstances or in the case of troubleshooting technical problems. Work may be requested in person by phone or email and always by unilateral agreement. company name will quote estimates for tasks and seek approval by one or more of the above methods. Usually Scope of Work shall be provided to company name at every opportunity for approval or guidance. We will submit itemized invoices for work performed every thirty days. Large expense items pre approved by Customer will be billed as incurred. Typically invoices will show the individual performing the work as well as the rate on an hourly basis. company name reserves the right to withhold or terminate services at any time if customer fails to pay invoices in timely manner. company name may also request that company name provide billing updates from time to time to aid budgetary control. No agreement between company name and company name shall preclude future services for other customers deemed adverse or in competition directly or indirectly with company name. We understand that during the course of this engagement we may encounter sensitive or confidential information relating to company names business customers vendors and method of doing business. company name shall never disclose in any shape or form any confidential information trade secrets practices methods or any information deemed sensitive and not made available to the public. We value our relationships with our customers and we look forward to working with you on all future matters. Sincerely

first name last name job title

How to write my Exhibit A (Payment Terms) document (alternate or related contract document)

Select an appropriate payment terms from the list of possible choices depending on the agreement being used with and delete the rest. For example if using project development contract use one of the first three milestone based payment terms. If using VAR Reseller contract or for general pricing use the payment terms pricing plan at the end of the list of plans below. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers fee of Insert Total Payment Amount according to the following terms. A. 90% of the estimated price upon execution of the Agreement. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees B. Outsource services billed for Customer

C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above.

5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers fee of Insert Total Payment Amount according to the following terms. A. 3 of the fee upon execution of the Agreement; B. 3 of the fee upon completion of Insert Key Payment Milestone C. The remaining upon completion per the specification. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees

B. Outsource services billed for Customer C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month.

4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above. 5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers an hourly fee according to the following terms. A. 10% of the estimate upon execution of the Agreement of Insert Total Payment Amount B. Customer is billed at hourly rate per hour at the completion of each milestone.

C. The customer will not be liable for more than Insert Maximum Amount Liable for in hourly work. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees B. Outsource services billed for Customer C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP

G. Hardware and software H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above. 5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A CREDIT CARD PAYMENT PLAN Authorization for credit card payments for development per Exhibit and B. Charges to be applied as Customer accepts each milestone. Customer accepts liability for all costs incurred including but not limited to chargebacks and reversals.

Card Number Expiration Date Name on Card Title Phone. phone number Fax. fax number Email. email address

Company. company name Street. address address City. city Country. country EXHIBIT A PAYMENT TERMS Pricing Plan.

Insert your pricing plan here. Discounts. Insert any discounts available here. Restrictions. Insert any restrictions here.