Legal Contract Templates How to Write the Non-Disclosure Form (Short Version)

Writing the Non-Disclosure Form (Short Version) 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 with Services Agreement 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 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.

11 Indemnification. Customer warrants that everything it gives Company in the execution or performance of services or the creation of any and all Work Product is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the Services or Work Product including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Customers products services material supplied by Customer or copyright infringement. 11 Use of Descriptions of Services or Work Product for Promotional Purposes. Customer grants Company the right to use descriptive text testimonials performance metrics and other images photos and or graphics that demonstrate the Services or Work Product for promotional purposes and or to cross link these items with other promotional resources developed by Company. 11. 10 No Responsibility for Theft. Company has no responsibility for any third party taking all or any part of the Services or Work Product results of Services or Work Performed or the improper use by any third party of any Services or Work Product produced by Company. 11. 11 Right to Make Derivative Works. Company has the exclusive rights in making any derivative works of any Services Methodology or Work Product.

11. 12 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. 11. 13 No Responsibility for Loss. Company is not responsible for any down time lost files equipment failures acts of nature or any damage resultant from activities considered beyond the control of Company such as war riots natural disasters vandalism and other events. 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

Customer Initials Company Initials

How to write my 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 do you write a Contract Salesperson Agreement document? (alternate or related contract document)

CONTRACT SALESPERSON AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Salesperson Recitals A. Salesperson desires to provide sales and marketing services on behalf of company name for fee. B. Company desires to have Salesperson render certain sales marketing and advertising services the Services as set forth in Exhibit B. Agreements

In consideration of the mutual covenants set forth in this Agreement Company and Salesperson hereby agree as follows. 1. Engagement of Services. Salesperson agrees to render to Company services in connection with the planning preparing and creation of marketing services for Company as follows. a Provide sales consulting services to Company in the form of an analysis of Companys current products goods or services as it relates to Companys present customers and or target markets. b Develop sales strategies and creative content for Company for approval for use in present and future marketing programs. c Develop Point of Purchase POP displays and merchandising. d Design contract or otherwise arrange for the preparation of creative content advertising campaign management and other related services. e Execute sales advertising and marketing services as agreed upon in Exhibit B.

f Provide other services as Company may request from time to time such as content creation assistance to Companys staff and employees market research analysis or additional project consulting. 2. Services. Salesperson agrees to develop and perform the sales advertising and consulting services pursuant to the specifications set forth in Exhibit attached hereto the Services 3. Salesperson Commissions. Salesperson shall earn commission for all sales completed according to the Services and according to the commission and compensation schedule set forth in Exhibit A. Company shall not be responsible for commissions and compensation earned by Salesperson for sales that are later canceled returned revoked made invalid result in chargeback or are otherwise not credited to the Salesperson for any reason. Company reserves the right to deduct commissions and fees paid to Salesperson from future commissions in order to bring incorrect commissions paid to Salesperson into balance. 4. Ownership Rights. a Salesperson shall endeavor to ensure that Company shall be able to retain under the fullest extent under the law all customer lists contracts records and all intellectual property rights in any text images or other components created for Company pursuant to this agreement. b Salesperson agrees that any material content plan or idea prepared by Salesperson or submitted to Company for approval at any stage which is not utilized at the termination of this agreement shall remain the property of Company. c Upon termination or expiration of Agreement Salesperson agrees to be solely responsible for returning any Company materials process documents customer lists contract lists internal documents or advertisements. Salesperson may not copy or remove these company materials for any reason not related to the performance of his or her duties under this agreement.

5. Non Solicitation and Non Compete. Salesperson agrees not to provide any services or consulting for or enter into any agreement with any company or individual engaged in similar line of business whether they compete directly or indirectly with Company for period of Insert number of years years after the expiration of this agreement. Salesperson warrants that he or she is not currently subject to any agreement which limits prevents or precludes his or her ability to render all of the services listed in Exhibit B. Further Salesperson may not directly or indirectly solicit or influence any Company employee agent vendor or representative for the purpose of leaving the employment or existing relationship established with company name. 6. Confidentiality. Salesperson acknowledges and agrees that the Services and all other documents and information related to the engagement of sales marketing or advertisement development the Confidential Information will constitute valuable trade secrets of Company. Salesperson shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Companys prior written consent 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 in any advertising medium or channel displayed or placed prior to the engagement of Salesperson to provide services or information which was provided to Salesperson by Company for publication as requirement of fulfillment of the Services. 7. Limited Warranty and Limitation on Damages. Salesperson agrees to indemnify and hold Company harmless with respect to any claims loss lawsuit liability or judgment suffered by Company that results from the use of any quote estimate proposal or material prepared or execution of service by Salesperson or at the direction of Salesperson which has been materially changed from the Services by any advertisers publishers hosts radio and television broadcasts quotes testimonials print journalism or other third party entity. Salesperson agrees to obtain and or maintain in force for the length of this agreement at Salespersons expense an appropriate liability policy or policies having minimum limit of amount insurance coverage naming Company as an additional insured and loss payee under such policy or policies as applicable. In the event of any litigation proceeding or suit against Company or in the event of court action challenging any quote estimate proposal promise or advertising or marketing service prepared by Salesperson Salesperson shall assist in the preparation of defense of such action and cooperate with Company. Company acknowledges that Salesperson is not responsible for the results obtained by Company from any sale estimate proposal quote creative advertising programs ideas or execution thereof. Salesperson waives any claim for damages direct or indirect and agrees that his or her sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Salesperson as set forth in Exhibit attached hereto.

8. Independent Contractor. Salesperson will be retained as independent contractor. Salesperson will be fully responsible for payment of his or her own income taxes on all compensation earned under this Agreement. Company will not withhold or pay any income tax social security tax or any other payroll taxes on Salespersons behalf. Salesperson understands that he or she will not be entitled to any fringe benefits that Company provides for its employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance. 9. Resources and Equipment. Company agrees to make available to Salesperson for Salespersons use in performing the services required by this Agreement all sales material sales kits logos graphics photos branding collateral items of hardware and software as Company and Salesperson may agree are reasonably necessary for such purpose. 10. General Provisions. 10 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. 10 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. 10 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Company and Salesperson and their respective successors and assigns provided that Salesperson may not assign any of his or her obligations under this Agreement without Companys prior written consent. 10 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.

10 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. 10 Right to Withhold Content Creative and Services. In the event Company fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit Salesperson has the right to withhold further sales activity and consulting creative content and services performed for or on behalf of Company until payment in full is made plus accrued late charges of 2% per month. 10 Indemnification. Salesperson agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the quotes estimates promises warranties proposals services creative or other content including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Salespersons activity or non delivery of products services material supplied by Company copyright infringement and defective products sold via the advertising or services. Further Company agrees to indemnify Salesperson from responsibility for problems disruptions caused by third party services and contractors that Company may use such as fulfillment resources media buyers transportation merchant accounts shopping carts shipping hosting services real time credit card processing and other services that relate to the execution by Salesperson of the services outlined in this agreement. 10 Use of Company Marketing Material Services and Creative Content for Promotional Purposes. Company grants Salesperson the right to use the creative content description of services performed results of services and campaign data as he or she sees fit for promotional purposes.

10 No Responsibility for Theft. Salesperson has no responsibility for any third party theft of all or any part of the content ideas or services provided to Company by Salesperson that is not the result of Salespersons negligence. 10. 10 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. 10. 11 Term of Agreement. This agreement shall begin on start date and shall continue in full force until terminated by either party upon at least days prior written notice. Both parties represent and warrant that on the date first written above they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures 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 Company Initials Salesperson Initials