has helped our company produce professional looking contracts which in turn has increased our customer base. Once we have entered our clients details it is so easy to produce pre contract agreements and all the other documents/contracts that our company needs."
MEMORANDUM OF UNDERSTANDING THIS AGREEMENT is made this current day day of current month current year by and between company name hereafter referred to as Client and company name hereafter referred to as Contractor Agreements 1. The purpose of this Agreement hereafter referred to as the Agreement is to precede longer term contract arrangement under which Contractor will provide Client web site design services including but not limited to the following. Insert details about the services offered. 2. Contractor agrees to perform the above described services. Work may be started on the final site before contract is entered into between the parties and is understood and agreed by the parties to be part of this Agreement until such time as contract is entered into by the parties. 3. In consideration of Contractors performance of these services Client agrees to pay Insert Percentage to be Paid of the total cost for the site development which is projected to be not more than. Insert Maximum Dollar Amount Payment shall be made according to the following terms. Insert details of the payment terms.
4. Client agrees to pay all of Contractor expenses in connection with this Agreement including travel supplies equipment phone charges and any other third party expense relating to the Agreement. All expenses except phone charges shall be presented to Client for pre approval in writing. 5. To activate this Agreement Client will submit check for Insert Down Payment Amount to Contractor toward the final project cost. The future contract to be entered into by the parties will define payment terms for the balance of the project amount. In the event contract is not entered into by the parties to this Agreement all copyright and other intellectual property rights to material generated by Contractor shall remain with Contractor. Client further agrees that during the pendency of this Agreement Client will not take any designs or other work performed for developed by Contractor under the terms of this Agreement to any other web site developer not party to this Agreement. 6. The parties agree that Contractor retains all copyright and other intellectual property rights to the work contemplated by and started under the terms of this Agreement. Copyright terms will be set when the Agreement is replaced by contract and will include release of copyright to Client upon fulfillment of all terms of the contract including payment in full. 7. The parties agree that in the event of breach of this Agreement damages may be difficult to ascertain or prove. The parties therefore agree that if Client breaches this Agreement Contractor shall be entitled to seek relief from court of competent jurisdiction including injunctive relief and shall be entitled to an award of liquidated damages in the amount of Insert Maximum Relief Amount 8. This Agreement constitutes the entire agreement between the parties until replaced by contract. 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. The prevailing party shall be entitled to recover its reasonable attorney fees and statutory costs. To any portion of this Agreement declared unenforceable that portion shall be construed to give it the maximum effect possible and the remainder of this Agreement shall continue in full force and effect.
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 Client Initials Contractor Initials
MUTUAL NONDISCLOSURE AGREEMENT This agreement does not require company customer arrangement rather you can substitute any two parties who wish to enter into mutual nondisclosure agreement in order to share information; do due diligence discovery or other intellectual property related activities. It does not bind either party to having to act on any plans discussions or other wise short of not disclosing such information. 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 Each of the undersigned parties and the Company understands that both parties have desire to establish an employment consulting or other business relationship between the Company and the Customer. Each have disclosed or may disclose information and trade secrets relating to their business including but without limitation customer communications and customer lists computer programs technical drawings graphics and media files algorithms scripts know how formulas processes ideas inventions whether patentable or not schematics and other technical business financial customer and product development plans forecasts strategies business practices and information which to the extent previously presently or subsequently disclosed is hereinafter referred to as Proprietary Information. Proprietary Information also includes proprietary or confidential information of any third party who may disclose such information to either party in the course of the either parties business. The party who discloses Proprietary Information is hereinafter referred to as Disclosing Party and the party who receives this information is hereinafter referred to as Receiving Party. Agreements In consideration of the parties discussions and any access to Proprietary Information of either party both parties make the following agreements. a To hold all Proprietary Information disclosed by either party in the strictest of confidence and to take the same degree of care to protect such information as it does with its own Proprietary Information. No less than reasonable care shall be maintained by either party. b Shall be granted the use of Proprietary Information only within the scope and purpose for which it was disclosed; to be used only for the benefit of the Company; shall not exploit or permit to be used or exploited Proprietary Information for the benefit of the employee or the benefit of another without the express written permission of the Company.
c Not to disclose or use any such Proprietary Information or any information derived therefrom to any firm supplier business third party or other organization. d Not to reverse engineer tamper alter or copy any such Proprietary Information. e Not to export allow for export or distribute into the public domain any such Proprietary Information or product thereof. f That all records files letters memos faxes notebooks drawings sketches reports collateral program listings or other written audio magnetic video source or other tangible material containing Proprietary Information whether the author or not are exclusive property of the Disclosing Party and are entrusted to be used only to the benefit of this relationship and shall be made available by the Disclosing Party immediately upon request by the Disclosing Party. Upon request the Receiving Party shall turn over all Proprietary Information owned by the Disclosing Party and immediately surrender any and all records files letters memos faxes notebooks drawings sketches reports collateral program listings or other written audio magnetic video source or other tangible material containing any such Proprietary Information and any and all copies or extracts thereof. h That each provision herein shall be treated as separate and independent clause and the unenforceability of any one clause shall in no way impair the enforceability of any other clauses herein. Both parties also shall not disclose the Proprietary Information to those employees who do not have qualifiable need to know such information and in any event shall be liable for all improper disclosures by its employees.
Without grant of any right or license the parties agree that the foregoing shall not apply with respect to any Proprietary Information that either party can document as being a Made available or becomes generally available to the public through no improper action or inaction by either party or any agent consultant affiliate contractor or employee. b Disclosed to it by third party who did not owe duty of confidentiality. c In its possession or known by it without restriction prior to receipt from the other party. d Independently developed without use of any Proprietary Information by employees who have had no access to such information. Either party may make disclosures required by law or court order provided it uses diligent reasonable efforts to limit disclosure and to obtain confidential treatment or protective order and has allowed the Disclosing Party to participate in the proceeding. Either party shall immediately give notice to the other of any unauthorized use or disclosure of the others Proprietary Information by the party or its employees or agents. Both parties understand that nothing herein requires.
1 The disclosure of any Proprietary Information of the Disclosing Party or requires that either Party to proceed with any transaction or relationship. Both parties understand that except as otherwise agreed in writing that the Proprietary Information which it may receive concerning future plans is tentative and is not intended to represent contract of employment retainment nor does it constitute decision by either party concerning the implementation of such plans. Proprietary Information provided to either party hereunder does not represent commitment by either party to purchase or otherwise acquire any products or services from the other party. If either party desires to purchase or otherwise acquire any products or services from the other party the parties will execute separate written agreement to govern such transactions. 2 This agreement supersedes all prior agreements whether written or oral between both the Disclosing and Receiving Parties as relating to the subject matter of this agreement. This agreement may not be altered modified amended or discharged in whole or in part without the express written permission of both the Disclosing and Receiving Parties. Terms and Conditions 1. Communications. This Agreement shall govern all communications whether electronic written oral or other medium between the parties made during the term of this Agreement. 2. Termination.
This Agreement shall expire upon thirty days written notice by either party; provided however Receiving Partys obligations under the terms of this Agreement shall continue with respect to all Proprietary Information disclosed prior to the expiration of this Agreement. Both the Disclosing and Receiving Parties obligations shall survive the termination of his her employment and shall be binding upon all heirs executors administrators and legal representatives. 3. Remedy of Law. Both parties acknowledge and agree that due to the nature of the Proprietary Information there can be no adequate remedy of law for any breach of its obligations hereunder which breach may result in irreparable harm. Upon any such breach or any threat thereof the party disclosing the information shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law. In the event that any of the provisions of this Agreement shall be held by court to be overbroad as to scope such provision or provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain compatible with the law as it shall appear. 4. General Provisions. 4 Governing Body. 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. 4 Entire Agreement. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorneys fees.
4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Developers and their respective successors and assigns provided that Developers may not assign any of his obligations under this Agreement without Customers prior written consent. 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
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
company name address address city state or province zip or postal code BILLING PRACTICES WELCOME LETTER company name is full service Insert description here firm. This letter is designed to help you understand how we offer our services and to communicate our standard billing practices and procedures. What We Offer
We sell our time. The time we spend providing services that you need. Specifically we provide. Insert services here When our services result in Insert description of result here you are not purchasing the end result work product or other tangible asset you are paying for our time and expertise to produce this for you in its many forms. How We Determine Our Rates Your bill will be based upon the time spent by company name staff member performing services for you at his or her hourly billing rate. Effective effective date our hourly rates for services will be no higher than hourly rate. It is company names policy to have as much as possible of your work performed by the most capable person at the lowest billing rate. Please note that there may be some times when more experienced staff may be required to assist or review work performed by lower billing employees or perform tasks normally reserved for lower billing employees due to time constraints or client needs. What Our Rates Include Our billing rates are set based upon the knowledge and the degree of skill required for providing our range of services. Compensating attracting and retaining highly skilled employees requires commitment of resources technology education and infrastructure. Our rates reflect that as opposed to individuals and freelancers we are full time full service firm who make ourselves and all our employees highly available to our clients. Billing for Email and Phone Calls We encourage our clients to communicate with us any time they feel the need. We also understand that clients may be hesitant to do so if it will result in bill from us for every communication.
The service that we provide is our time and that does include email and phone calls. The general rule for email and phone calls is fairly straightforward to understand. If an email or phone call is short typically five minutes or less and doesnt require additional work or research to be performed no bill will be sent. Please note that we may keep track of the time and bill for it later. Occasional email and phone calls will never have significant effect on your billing. Numerous emails and phone calls will always be reflected in our billing. We do not charge for time spent drafting quotes or discussing new projects except in the case where we are performing feasibility studies or evaluations in order to provide you with consulting integration advice or plan for future development. Additional Fees or Expenses All licenses software bank fees gateway fees hosting fees or other third party fees are considered extra fees and are never included in our estimates or bids except as line items. While we may purchase these for you on your behalf and bill you later these costs are always considered to be in addition to any services we bill for. All clients located in state or province state may be subject to Insert tax rate here % tax on all software licenses stock photography templates or other materials.
How You Can Help Reduce Your Fees We never bill you for time you do not use. It helps us achieve high degree of trust with our clients to work this way. You know that you will only be billed for the exact time it takes to achieve your development and design goals and to provide the services you need. There are several things that greatly increase or decrease billings for clients. The specification description or scope of work that you provide to us. The complexity and organization of your project materials troubleshooting needed or situation to be studied. The amount of time you need to for training or learning various software programs and technologies you are not already familiar with. Specifications
The specification is the list of requirements you bring to us and is used to provide an initial estimate of cost. If you come to us with vague and generalized description of what you want your billing may be higher if we must constantly make changes as the project progresses. It is okay to be unsure of exactly what you want at the beginning of project so long as the time we spend helping you learn what you want is billed for. If you want to reduce this type of billing we encourage you to spend as much time as needed to thoroughly detail the projects you want us to work on before coming to us. We will always help you refine your needs and propose solutions or alternative ideas to reach your goals. Complexity Organization and Troubleshooting Troubleshooting is complex service. We cannot always control the complexity of your individual situation. When we are engaged to help you with troubleshooting or complex project it is important that we have organized information. This means you should deliver your access information to your domain web hosting email or other services to us in an organized fashion. Often clients do not have this information available when they come to us and then we must bill for the time we spend getting project organized and achieving even the most basic access to the clients files. We are happy to organize your information for you. However bear in mind that this will impact billing as we are providing service to you. We also are not responsible for how your third party systems need to be set up. This includes how you fulfill or ship your product as well as any APIs or technologies they may require. If you hand us 128 page integration guide for UPS World Ship Merchant Account Gateway or CRM program this will always result in higher bill as we work through previously unknown requirements.
Generally anything you have not decided upon or not provided to us when we make our initial estimate are considered to be extra costs and additional hours may be required. We will try to advise you of this at every opportunity. The Learning Curve We are not your employees. We cannot run your day to day business storefront or IT department; provide customer service; or be responsible for monitoring upgrading patching or otherwise fulfilling any part of your business responsibilities without Service Level Agreement SLA. If you use us to provide such services you will receive bills that are higher than you were originally quoted. Many clients come to us not fully understanding how much time they or their designated employee must invest into learning the various systems and technologies used to build their web sites ecommerce storefront or content management systems. We will always provide up to Insert amount of time here hours of in person our office phone or email training with any site or storefront we build and we provide links to any manuals or other documentation to help clients learn their systems. We cannot be responsible for how much of this training results in successful knowledge transfer. If you want us to build you web site or storefront but have no interest in knowing how it works then any tasks you request of us to maintain these sites will always result in additional fees. A few sample scenarios that result in additional billing are. * We train your staff member on your web site or application; you later designate another staff member to receive the same training. Or your employee leaves and we must train replacement. * We train your staff member on specific function or duty and are later requested to train them again.
* We must fix alter or edit your staff members work product. Estimates We give the best good faith estimate that we can manage based upon what we know of your project project goals specification and the sum of all communication you have had with us. This is still only an estimate and it is not fixed bid to take care of everything you may want or that may be required to complete your project or tasks. Unforeseen consequences requirements or other factors may affect the total number of hours required to complete your project or tasks. Billing Schedule Unless otherwise requested or agreed upon in writing we will bill you for hours within days of completion. In the case of ongoing projects we will always bill you on monthly basis regardless of whether project is completed or not. This is called progress billing. Payment is due upon receipt and Insert amount here service charge will be added to accounts that are more than days past due. If we have not heard from client in days or client has materials input feedback or other things that delay us from finishing project we reserve the right to bill for all outstanding hours whether the project is finished or not. Retainers We generally require retainer only in the case of troubleshooting or other special circumstances. If client wants us to be available at all times then retainer is always required. clients billing history with company name may also influence whether retainer is required or not.
company name believes that our services are priced fairly and provide good value considering we are full service firm with full time employees. We hope this guide helps you understand our billing practices and we look forward to working with you now and in the future. If you have any questions about any of this please contact us at phone number or mail address and we would be happy to discuss it with you. Sincerely first name last name job title