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."
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
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
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.
GIVING NOTICE OF BREACH OF AGREEMENT DEMANDING CORRECTIVE ACTION current date company name address address
city state or province zip or postal code Phone phone number Fax fax number Re. Our Agreement Dear salutation last name The purpose of this letter is to give formal notice of your breach of our Agreement Insert the title of the contract or agreement which was breached dated start date. Specifically you are in breach of paragraph Insert Paragraph Breached here of the Agreement which provides that Insert description of what was breached Please be advised that if Insert corrective action that must be done will have no choice but to refer this matter to legal counsel for appropriate action.
Thank you in advance for your immediate attention to this matter. Sincerely first name last name job title
CEASE AND DESIST LETTER current date VIA MAIL AND EMAIL company name Attn. DMCA Copyright Agent address address city state or province zip or postal code
email address Re. Unauthorized Use of Copyrighted Work It has come to our attention that you have made an unauthorized use of our copyrighted work Insert type of media i. e. photograph video publication etc. entitled Insert the name of the infringed work the Work The infringed Work is on file with the U. S. Copyright Office Insert copyright filing number The Work is available for paid license and can be viewed at our Insert name of web site web site. Insert direct link to the original infringed work. This statement is written on the assumption that most copyright infringement will be from source material copied from the Internet. If the infringement was from physical works change the description accordingly. Also submit the cease and desist demand with printed copies of both the original source material and infringing material. This web page makes clear in several locations that the Work is copyrighted and that any unauthorized use is prohibited.
company name has made unauthorized use of the Work in Insert description of how the work was infringed i. e. web site advertisement mass email campaign etc. see attachment. No license has been purchased by company name from company name and no authorization was given by company name to use this copyrighted and registered work. Insert any extra information that helps back up your infringement claim such as any research you have done regarding specifically when the infringement occurred third party information that helps your case and information about who effected the infringement. As you can easily determine by comparing the Work and the infringing version they are the same. If you can show willful violations such as copyright notices watermarks etc. being removed describe these alterations to the infringed work. company name distributed this infringing work via Insert description of how the infringing work was distributed on Insert date that the infringement occurred or was detected As you are no doubt aware copyright ownership in original works vests in the author or creator of the work U. S. C. a It is violation of U. S. copyright law to reproduce and or prepare derivative of copyrighted work U. S. C. §. It is also violation of our license agreement to make unauthorized use of copyrighted content without payment or permission. In addition under U. S. C. it is unlawful to remove or alter copyright management information including identifying information about the copyright owner contained in digital watermark. If there are other issues that were violated by the unauthorized copying also state them here. For example the normal use of an image may require separate written authorization from third party such as the use of an image requiring not only license but written permission from recognizable person in photograph. Add as many details as possible to your claim showing as many problems created by the infringement as possible. If you can show willful violation such as the removal of copyright statements or watermarks add the following statement. The removal of digital watermark after the Work was copied from web page clearly identifying it as copyrighted and for licensed use only indicates that the infringement has been performed willfully. Under U. S. C. §§ and infringer could be liable for statutory damages as high as 150 per violation together with attorneys fees and costs necessary to secure judgment in court. Reword that statement as needed. The statement above is based on the assumption that the Work was copied from an Internet web page owned or controlled by you and that you had copyright notices displayed.
If you believe you have the right to use the Work without our authorization please advise us in writing and provide documentation to support your position. Otherwise we demand that you immediately cease the use and distribution of all infringing works reproduced using and or derived from the Work purge all copies of the Work and desist from this or any other infringement of our rights in the future. We also demand that you conduct an investigation and inform us in writing of each unauthorized use of the Work and any other works obtained from company name. We further demand payment of Insert dollar amount of your demand for immediate resolution of this matter. If we are forced to incur legal expenses in this matter we will demand those in any future resolution. Please respond to this letter by effective date indicating in writing that you have fully complied with these requirements and agree to these terms. This letter and demand are offered in furtherance of settlement and are subject to ER and not admissible to prove liability for or invalidity of any claim. We retain all rights in the copyright and other interests in the Work and all claims we may have against any person or entity. This letter is not full recitation of all relevant matters and nothing omitted and or contained herein shall be construed as or deemed to be an admission or waiver. We appreciate your cooperation with this matter and look forward to your prompt response. Sincerely first name last name e mail address Phone. phone number
Fax. fax number job title company name
CEASE AND DESIST LETTER Dear contract first name contract last name It has come to our attention that you have made an unauthorized use of our copyrighted work entitled Insert the name of the infringed work the Work in the preparation of work derived therefrom. have reserved all rights in the Work which was first published in Insert the publication date of the infringed work on Insert the URL of original work and have registered the copyright. Your work entitled Insert the name of the infringing work and which appears on your web site at Insert the URL of infringing site is essentially identical to the Work and clearly used the Work as its basis. Give few examples that illustrate direct copying and or unfair use. You neither asked for nor received permission to use the Work as the basis for Insert the name of the infringing work nor to make or distribute copies of it. Therefore believe you have willfully infringed my rights under USC §101 et seq. and could be liable for statutory damages as high as 100 000.
I demand that you immediately cease the use and distribution of all infringing works derived from the Work and all copies of it and that you deliver to me all unused undistributed copies of it or destroy such copies immediately and that you desist from this or any other infringement of my rights in the future. If have not received an affirmative response from you by date indicating that you have fully complied with these requirements shall consider taking the full legal remedies available to rectify this situation. Sincerely first name last name e mail address Phone. phone number Fax. fax number
job title company name