again the most minor of normally overlooked clauses have saved our collectives asses when things turn rough with a particular client. Proposal Kit IS the reason we are still in business; a PROFITABLE BUSINESS after all these years."
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.
WORK ORDER company name address address city state or province zip or postal code Phone phone number DATE. current date Order WorkOrder Bill To.
company name city state or province zip or postal code Phone phone number For. Insert what you are doing for the customer here DESCRIPTION* HOURS RATE AMOUNT TOTAL Agreements
In consideration of the mutual covenants set forth in this Agreement Customer and Company hereby agree as follows. 1. Development of Project or Services. Customer agrees to engage Company to develop the Project as described above*. 2. Delivery of Project or Services. Company will use reasonable diligence in the development of the project and endeavor to deliver to Customer an operational project no later than delivery date. Customer acknowledges however that this delivery deadline is an estimate and not required delivery date. 3. Ownership Rights. Company shall hold all right title and interest in and to all copyrights patents trade secrets and other intellectual or industrial property rights in the project or any component or characteristic thereof which are proprietary to the Company. Customer shall not do anything that may infringe upon or in any way undermine Companys right title and interest in the project as described in this paragraph 3. Notwithstanding the above Customer shall retain all of its intellectual property rights in any components it owns and transmits to Company for use in the project. 4. Compensation. For all of Companys services under this Agreement Customer shall compensate the Company in cash the amount specified in the total above. In the event Customer fails to make any of the payments referenced by the deadline set forth as invoiced Company has the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement remove the project from public access bring legal action. 5. Limited Warranty and Limitation on Damages. Developers warrant the project will conform to the Specifications. If the project does not conform to the Specifications the Company shall be responsible to correct the project without unreasonable delay at the Companys sole expense and without charge to Customer to bring the project into conformance with the Specifications. This warranty shall be the exclusive warranty available to the Customer. Customer waives any other warranty express or implied. Customer acknowledges that the Company does not warrant that the project will work on all platforms. Customer acknowledges that the Company is not responsible for the results obtained by the Customer. 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 the Company. 6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and the Company and their respective successors and assigns provided that the Company may not assign any of its obligations under this Agreement without prior written consent of Customer. ACCEPTANCE OF AGREEMENT. The above prices specifications and conditions are hereby accepted. The Company is authorized to execute the project as outlined in this Agreement. Payment will be made as proposed 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
PROJECT CANCELLATION AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Consultants and company name Customer Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Consultants hereby agree to cancel any and all work projects or labor as follows. 1. Cancellation of Services. Consultants shall cease any and all computer consulting services described below the Services or Work Product as well as any additional services that Customer has requested. Services include but are not limited to. a Enter Service or Work Product Description here
b Enter Service or Work Product Description here c Enter Service or Work Product Description here d Enter Service or Work Product Description here 2. Termination Obligations. Upon termination of this Agreement Consultants shall transfer and make available to Customer all property and materials in Consultants possession or subject to Consultants control that are the rightful property of Customer. The Consultant 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 Consultants shall immediately notify Customer of the details of the loss or destruction in writing and provide the necessary information for loss statement or other documentation to Customer. 3. Ownership Rights. The Consultant shall have ownership to all Consultants Materials. Consultants Material consists of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Sect Services and Exhibit Specifications
b Materials that are solely owned by Consultants or licensed to Consultants. c Materials that are incorporated into the Work Product or part of the Services. Additional material shall include but are not limited to. Insert details about additional material here. Consultant shall hold all right title and interest in and to Consultants Material. Customer shall not do anything that may infringe upon or in any way undermine Consultants right title and interest in the Consultants Material as described in this paragraph 4. Notwithstanding the above Consultant hereby grants Customer an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of Consultants Material for the purpose of
Insert purpose materials will be used for here. 4. Outstanding Final Compensation and Hold Harmless Agreements. For all of Consultants services rendered to Customer under any Previous Agreement Customer shall compensate Consultants in cash pursuant to the terms of Exhibit attached hereto. By accepting the terms of this offer and signing in the space provided below you hereby release and forever discharge and hold Customer its successors employers employees agents officers directors shareholders affiliates and insurers harmless of all claims suits or liability directly or indirectly related to your employment retainment of services or the termination of such services and specifically and without limitation any claims to pay in lieu of notice wrongful dismissal severance vacation bonus or overtime pay. This release includes but is not limited to all contract and tort claims between Customer and Consultants concerning Customers right to terminate its employees contractors and vendor agreements and claims or rights under local state and federal laws prohibiting employment discrimination. By signing below you agree that these terms represent full and final settlement of any and all claims you have arising out of your employment or contract employment by Customer. 5. Mutual Confidentiality. Customer and Consultants 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 Consultants 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 respected owner the Owning Party and will constitute valuable trade secrets. Both parties shall continue to 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. 6. Equipment and Expenses. If Customer has made available to Consultants for Consultants use in performing the services for Customer such items of hardware and software as Customer and Consultants may agree are reasonably necessary for such purpose Consultants are obligated to return all Customer property currently in their possession at time and place of Customers choice. The following equipment and or services have been made available to Consultants and are hereby required to be return to Customer.
a Insert Equipment or Services description here b Insert Equipment or Services description here c Insert Equipment or Services description here 7. Expenses. Consultants 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. 8. General Provisions. 8 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. 8 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. 8 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Consultants and their respective successors and assigns provided that Consultants may not assign any of his obligations under this Agreement without Customers prior written consent. 8 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. 8 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. 8 No Right to Assign. Consultants have 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.
8 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. 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 Consultant Initials