to your tools, is when a client comments on how unique our proposal or contract document looked to them from the competition, especially when we win the contract."
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.
EXHIBIT D ADDRESSES Client. company name Address. address address City. city State. state or province
Zip Code. zip or postal code Developer. company name Address. address address City. city State. state or province
Zip Code. zip or postal code
EXHIBIT B SPECIFICATIONS The project will contain the following components and or services. A. Describe each deliverable to be included in the project per the terms of the contract and proposal
WORKS FOR HIRE AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Contractor Declarations Pre existing Works shall mean any method practice source code object code graphics or other resource incorporated into any deliverable that contains Contractors Proprietary Rights. Contractors Proprietary Rights shall mean anything in which Contractor has rightful copyright trademark patent or other intellectual property interest.
Moral Rights shall mean the right to the integrity of the work specifically the right to preserve works for hire from alteration distortion or mutilation. Deliverables shall mean the software provided in object and or source format and subject to Contractors Proprietary Rights documentation or other materials required to be delivered by Contractor to Company or Companys Client as set forth in any Specification s. Source Code shall mean all of the readable forms of code documentation or any combination thereof that go together to make and build files or Deliverables. Services shall mean any programming training customization enhancement or other labor performed by the Contractor as required by the Specifications which may or may not have an associated Deliverable. Specifications shall mean the specifications for the Deliverables as reasonably communicated and agreed to by Contractor which include detailed specifications and instructions for all required Deliverables features and functionality and complete production schedule for each Deliverable. Recitals A. Contractor has experience and expertise in the development and formation of original written works Materials or Project B. Company desires to have Contractor develop Materials for Company.
C. Contractor desires to develop Companys Materials on the terms and conditions set forth in Exhibit attached hereto the Specifications Agreements In consideration of the mutual covenants set forth in this Agreement Company and Contractor hereby agree as follows. 1. Term of Agreement. The term of the agreement shall be for years years from the date signed. 2. Development of Materials. Contractor agrees to the documentation and development of the Materials according to the compensation terms listed on Exhibit attached hereto. All work performed by Contractor shall be considered Works for Hire and Contractor shall be compensated to grant all rights including Moral Rights to the Materials to Company.
3. Specifications. Contractor agrees to develop the Project pursuant to the Specifications set forth in Exhibit B. 4. Delivery Dates and Milestones. Contractor will use reasonable diligence in the development of the Materials and endeavor to deliver to Company all operational Materials and files no later than delivery date. Company acknowledges however that this delivery deadline and the other payment milestones listed in Exhibit are estimates and are not required delivery dates unless otherwise noted in the Specifications. Deliverables defined as Critical Deliverables shall be outlined in Exhibit and shall contain the delivery date and the terms of delivery of the Critical Deliverable. Contractor shall deliver at all times any and all material required to complete the Project. 5. Ownership Rights.
Company shall retain all ownership title and interest in all Materials including all Moral Rights delivered under this Agreement. All subject matter created as part of the Materials shall be considered works made for hire and Company shall own all copyrights. To the extent that any rights in the Materials vest initially with Contractor for any reason Contractor hereby irrevocably assigns and quitclaims any such rights to Company. Contractor acknowledges that the materials contributed and work performed are being commissioned for Insert Project or Materials Name and shall be used in connection with Insert brief usage description All work performed and or contributed by Contractor shall be considered Works for Hire as defined by the copyright laws of the United States of America. Company shall be the exclusive owner of such works and retain all rights and title in and to the results and proceeds of the Contractors work regardless of its level of completion or whether the work is used in part or as whole. Contractor shall not have any Moral Rights to the Materials or Pre existing Works incorporated into the Materials or Project or any right to direct or approve their usage in part or in whole. Contractor hereby grants to Company non exclusive royalty free nontransferable worldwide right and license to use reproduce modify and distribute any Pre existing Works incorporated into the Materials in connection with Companys use of the Materials. Rights and license shall include but is not limited to rights to modify any Pre existing Works to adapt or incorporate the Pre existing Works into the Materials and to modify the Pre existing Works to correct errors add features or functionality to the Materials and to make the Materials compatible with other hardware or software. 6. Project Development. 6 Contractor Warranties.
Contractor certifies and warrants that the following is true and valid. 6. No Conflict. By entering into this Agreement Contractor certifies that Contractor does not and will not violate conflict with or result in material default under any other contract agreement indenture decree judgment undertaking conveyance lien or encumbrance to which Contractor or any of Contractors affiliates is party or by which Contractor or any of Contractors property is or may become subject or bound. Contractor will not grant any rights under any future agreement and will not permit or suffer any lien obligation or encumbrances that will conflict with the full enjoyment by Company of Companys rights under this Agreement. 6. Right to Make Full Grant. Contractor has all required ownership rights and license to grant Company all necessary rights with respect to the Materials free and clear of any and all agreements liens and interests of any person or party including without limitation Contractors employees contractors agents artists or any such employees contractors agents and artists who have provided are providing or will provide services with respect to the development of the Materials.
6. Non infringement. Nothing contained in the Materials or required as any part or operation of the Materials or required to deliver the Materials under this Agreement does or will infringe upon or violate any intellectual property rights of any third party. Further nothing contained within the Materials or any part or operation of the Materials will cause the use reproduction resale or transfer of the rights to the Materials to infringe upon the intellectual property rights of any third party. 6. Pre existing Works and Third party Materials. Contractor has the right to assign and transfer rights to such Pre existing Works and third party materials as specified in this Agreement. 6 No Reliance on Third party Software or Technology.
Unless otherwise agreed to by Company Project files shall not require any additional software third party resources plug ins or other technologies not listed in the Specifications. Any additional software required to run the deliverables shall be construed as non conformance to the Specifications. 7. Specific Enhancements. Contractor and Company acknowledge that at some time during the Term of this Agreement either Contractor or Company may propose enhancements to the Project that fall outside of the scope of the Specifications. Upon such proposal Contractor shall confer in good faith with Company concerning the feasibility of developing such enhancements and the time frame for developing testing and incorporating such enhancements. Contractor and Company shall mutually agree in writing as to whether Contractor shall pursue the development of such enhancements and if so which party will fund such development. The Specifications will be amended to include such enhancements. 8. Compensation. For all of Contractors services under this Agreement Company shall compensate Contractor in cash pursuant to the terms of Exhibit attached hereto. In the event Company fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Contractor has the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement; remove equipment owned by Contractor whether leased to Company by Contractor or not and remove any Contractor personnel or Staff from Company location ; bring legal action; or Contractor may suspend development of the Project and is responsible for any schedule changes required and additional financial impact. 9. Confidentiality. Company and Contractor acknowledge and agree that the Specifications and all other documents and information related to the development of the Materials the Confidential Information will constitute valuable trade secrets of Contractor. Company shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Contractors prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information.
10. Limited Warranty and Limitation on Damages. Contractor warrants that the Materials will conform to the Specifications. If the Materials do not conform to the Specifications Contractor shall be responsible for correcting the Materials without unreasonable delay at Contractors sole expense and without charge to Company to bring the Materials into conformance with the Specifications. This warranty shall be the exclusive warranty available to Company. Company waives any other warranty express or implied. Company acknowledges that Contractor does not warrant that the Materials will work on all platforms. Company acknowledges that Contractor will not be responsible for the results productivity or any other measurable metric not specified in Exhibit obtained by Company on the Materials. Company 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 Contractor as set forth in Exhibit attached hereto. Contractor will monitor the reliability and stability of the Materials for period of up to days days to ensure that they perform in accordance with the Specifications. If modifications are required at any time Contractor will confer in good faith with Company concerning the appropriateness of any modifications and mutually agree whether or not to make such modifications; provided however that such agreement will not be deemed to relieve Contractor from Contractors obligations to ensure that the Project continues to conform to the Specifications and compensation estimates as set forth in Exhibit A. 11. Independent Contractor. Contractor shall be retained as an independent contractor. Contractor will be fully responsible for payment of 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 Contractors behalf. Contractor understands Contractor will not be entitled to any fringe benefits that Company generally provides for Companys employees or to any statutory employment benefits including without limitation workers compensation or unemployment insurance. 12. Equipment.
Company agrees to make available to Contractor for Contractors use in performing the services required by this Agreement such items of hardware and Materials as Company and Contractor may agree are reasonably necessary for such purpose. 13. General Provisions. 13 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 parties hereto. 13 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. 13 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Company and Contractor and their respective successors and assigns provided that Contractor may not assign any obligations under this Agreement without Companys prior written consent.
13 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. 13 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. 13 No Right to Assign. Contractor has no right to assign sell modify or otherwise alter the Materials except upon the express written advance approval of Company which consent can be withheld for any reason.
13 Indemnification. Contractor warrants that the Project will conform to the Specifications or such other specifications as are agreed to in writing by Contractor for period of one year from the date of completion of the Project. If the Project does not conform to the Specifications as Companys sole remedy Contractor shall be responsible for correcting the Project without unreasonable delay at Contractors sole expense and without charge to Company to bring the Project into conformance with the Specifications set forth in Exhibit B. This warranty shall be the exclusive warranty available to Company. Company waives any other warranty express or implied. Company acknowledges that Contractor is not responsible for the results obtained by Company on the Project. Company acknowledges that Contractor is not responsible for fixing any problems errors or omissions on the Project after Company has tested proofed and approved the Project and either written approval has been given to Contractor or the Project has been mass produced or transmitted in the Public Domain in any way. Company waives any claim for damages direct or indirect and agrees that Companys sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Contractor as set forth in Exhibit attached hereto. No action regardless of form arising out of any claimed breach of this Agreement or transactions under this Agreement may be brought by either party more than one year after the cause of action has occurred. 13 Right to Make Derivative Works. Contractor will have no rights in making any derivative works from any of its work practices coding programming or other work on the Materials as outlined in the Specifications. 13 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. 13. 10 Identification of Contractor. Contractor identification may not be annotated within any of the code or on the web site as the author. Contractor also agrees not to use copyright notices on Materials and the relevant content therein. Insert even stricter usage requirements if you wish. If your Company or project has an interest in not disclosing that your product project or other relevant work has been provided by Contractor use this section to restrict such rights. Otherwise your project may wind up in the Contractors portfolio blog etc.
The 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 Contractor Initials