proposals a few years back and it was great to have a template to remind me of the critical components that needed to be included. The kit helps to win business, but at the same time it helps to protect my business by including the critical contractual components of the proposal."
COPYWRITING AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Copywriter and company name Customer Declarations Pre Existing Works shall mean any method practice source code object code graphics or other resource incorporated into any deliverable that contains Copywriters Proprietary Rights. Copywriters Proprietary Rights shall mean anything in which Copywriter has rightful copyright trademark patent or other intellectual property interest.
Deliverables shall mean the software provided in object and or source format and subject to Copywriters Proprietary Rights documentation or other materials required to be delivered by Copywriter to Customer 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 Copywriter 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 Copywriter which include detailed specifications and instructions for all required Deliverables features and functionality and complete production schedule for each Deliverable. Recitals
A. Copywriter has experience and expertise in the development and formation of original written works Materials or Project B. Customer desires to have Copywriter develop Materials for Customer. C. Copywriter desires to develop Customers 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 Customer and Copywriter hereby agree as follows.
1. Development of Materials. Copywriter agrees to the documentation and development of the Materials according to the compensation terms listed on Exhibit attached hereto. 2. Specifications. Copywriter agrees to develop the Project pursuant to the Specifications set forth in Exhibit B. 3. Delivery Dates and Milestones. Copywriter will use reasonable diligence in the development of the Materials and endeavor to deliver to Customer all operational Materials and files no later than delivery date. Customer 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. Copywriter shall deliver at all times any and all material required to complete the Project.
4. Ownership Rights. Customer shall retain all ownership title and interest in all Materials delivered under this Agreement. All subject matter created as part of the Materials shall be considered works made for hire and Customer shall own all copyrights. To the extent that any rights in the Materials vest initially with Copywriter for any reason Copywriter hereby irrevocably assigns and quitclaims any such rights to Customer. Notwithstanding Sec. 5. Copywriter hereby grants to Customer 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 Customers 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. 5. Project Development. 5 Copywriter Warranties. Copywriter certifies and warrants that the following is true and valid.
5. No Conflict. By entering into this Agreement Copywriter certifies that Copywriter 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 Copywriter or any of Copywriters affiliates is party or by which Copywriter or any of Copywriters property is or may become subject or bound. Copywriter 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 Customer of Customers rights under this Agreement. 5. Right to Make Full Grant. Copywriter has all required ownership rights and license to grant Customer 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 Copywriters 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. 5. Non infringement. Nothing contained in the Materials or required as any part or operation of the Materials or is required to deliver the Materials under this Agreement does or will infringe 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. 5. Pre existing Works and third party Materials.
Copywriter has the right to assign and transfer rights to such pre existing works and third party materials as specified in this Agreement. 5 No reliance on third party Software or Technology. Unless otherwise agreed to by Customer 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. 6. Specific Enhancements. Copywriter and Customer acknowledge that at some time during the Term of this Agreement either Copywriter or Customer may propose enhancements to the Project that fall outside of the scope of the Specifications. Upon such proposal Copywriter shall confer in good faith with Customer concerning the feasibility of developing such enhancements and the time frame for developing testing and incorporating such enhancements. Copywriter and Customer shall mutually agree in writing as to whether Copywriter 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. 7. Backups and Redundancies for Development. Copywriter will maintain off site storage of all stages of the source code and other backup media related to this Agreement to ensure Project integrity and protection and will be responsible at all times for setting up procedure for backing up all Project data. 8. Acceptance.
The terms and conditions contained in this section will apply to the initial release of the Project Materials as well as to subsequent release upgrades enhancements or any other version thereof. Copywriter shall evaluate any beta or final version of each deliverable and shall submit an acceptance or rejection to Copywriter within days days after Customers receipt of an agreed upon transmission for each deliverable. 9. Testing and Quality Assurance. Copywriter agrees to thoroughly test the Materials and Project including without limitation each and every release version and enhancement thereof as appropriate under the circumstances at all appropriate stages of development and shall document the testing by written test documents delivered to Customer. Copywriter will submit test plans to Customer so as to ensure that Customers standards of quality are maintained and Copywriter agree to subsequently modify the test plans to accommodate Customers requests if Customer reasonably deems necessary. Quality Assurance or test documentation shall include detailed descriptions of the tests conducted their results and any outstanding or unresolved issues. Copywriter will not deploy the Project Materials or any enhancement thereof unless Customer and Copywriter agree upon such action in writing. 10. Adherence to Schedule. If Copywriter fails to transmit any Critical Deliverable within the dates specified in the Schedule or fails to meet Milestone as defined in the Specifications then Breach of Agreement Breach shall be considered to have occurred. Customer may. amend the Schedule to include correction period; or suspend the Schedule until the problem is corrected at the sole expense of Copywriter subject to Customers reasonable satisfaction; or terminate this Agreement. Delivery of all deliverables not defined in the Specifications as Critical Deliverables shall be considered estimates and delivery shall not be subject to breach. Copywriter shall not be held responsible for any delays due to. Milestones missed by Customer delays due to Customer deliverables delays due to transmission equipment failure strikes riots disasters or other natural occurrences. 11. Compensation. For all of Copywriters services under this Agreement Customer shall compensate Copywriter 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 deadline set forth in Exhibit Copywriter has the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement; remove equipment owned by Copywriter whether leased to Customer by Copywriter or not and remove any Copywriter personnel or Staff from Customer location ; bring legal action; or Customer may suspend development of the Project and is responsible for any schedule changes required and additional financial impact. 12. Confidentiality.
Customer and Copywriter 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 Copywriter. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Copywriters prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. 13. Limited Warranty and Limitation on Damages. Copywriter warrants that the Materials will conform to the Specifications. If the Materials do not conform to the Specifications Copywriter shall be responsible for correcting the Materials without unreasonable delay at Copywriters sole expense and without charge to Customer to bring the Materials 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 Copywriter does not warrant that the Materials will work on all platforms. Customer acknowledges that Copywriter will not be responsible for the results productivity or any other measurable metric not specified in Exhibit obtained by Customer on the Materials. 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 Copywriter as set forth in Exhibit attached hereto. Copywriter 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 Copywriter will confer in good faith with Customer 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 Copywriter from Copywriters obligations to ensure that the Project continues to conform to the Specifications and compensation estimates as set forth in Exhibit A. 14. Independent Contractor. Copywriter shall be retained as an independent contractor. Copywriter will be fully responsible for payment of 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 Copywriters behalf. Copywriter understands Copywriter will not be entitled to any fringe benefits that Customer generally provides for Customers employees or to any statutory employment benefits including without limitation workers compensation or unemployment insurance. 15. Equipment.
EXHIBIT E ADDITIONAL SERVICES The project will contain the following additional services. A. Describe each additional service to be included in the project per the terms of the contract and proposal
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