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Sample Contract
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Last Page Update: Wednesday, February 27, 2008
Sample Contract
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NOTE: The STC Rocky Mountain Chapter neither endorses nor
disparages this contract. While this sample contract may
be appropriate for many situations, you should consult your attorney
before using it and before signing any other contract. Please
see the disclaimer.
If you use this contract, you must substitute your name or your
company's name for Xxx and add your client's name as appropriate.
You must also fill in your rate and other information. Be sure to
eliminate all occurrences of xxx before sending the contract. You
must also substitute the correct year for 200x in several places.
March xx, 200x
Mr. Client
Company
Address
Denver, CO 80xxx
Dear Client:
Subject: Letter of Agreement
[Opening paragraphs about meeting or discussion of project.]
This letter is intended to set forth the terms of our agreement
regarding this work. If these terms are acceptable to you, please
sign the second copy of this letter and return it to me.
Project: [Description of work you will perform.]
xxx will provide the following upon completion of this project:
Schedule: The work described in this proposal is estimated
to take approximately xx [weeks, months, hours]. Work will begin on
or about xx, 200x and end on or about xx, 200x. This schedule
assumes that xxx will have reasonable and timely access to the
subject matter experts, the system prototype, and the existing
documentation.
Fees and Expenses: The fee for the project will be $xxx.
xxx will invoice you for the advance payment of one-third of the
total cost of this project ($xxx) when you sign and return this
Letter of Agreement. xxx will invoice you for the second payment of
$xxx upon completion of xxx and will invoice you for the remainder
of the fee ($xxx) upon submission of the completed project to you.
[If hourly: I will invoice you biweekly for work completed, up to
the maximum amount stated above. If I foresee that the project will
take more time than estimated, I will let you know in writing as
soon as possible.]
Please note item number two of the Terms and Conditions regarding
out-of-pocket expenses.
Representative: You will be xxx representative in this
project and will have authority to sign written modifications or
additions to the project. I will be xxx's representative.
Additional Terms and Conditions: I am enclosing xxx's
Additional Terms and Conditions, which are part of our agreement.
Sincerely,
xxx
Agreed and Accepted
Company
by_________________________ ____________________, 200x
Officer
[The Terms and Conditions normally start on a new page] |
Additional Terms and Conditions
- Applicability of These Terms and Conditions. These terms and
conditions are part of the agreement between Xxx and the client and
normally will accompany a proposal letter. If there are any
inconsistencies between this form and the proposal letter, the letter
will control.
- Hourly Fees and Expenses. Fees for this project are
based on time and materials expended, billed at an hourly rate of $xx.
Overtime work (billing of more than 40 hours per week, more than 8
hours per day, or weekend work) incurs an extra charge of 50% over the
regular hourly rate. The client is responsible for out-of-pocket
expenses incurred in connection with the project.
- Billings. Invoices are payable within 10 days of the date on
the invoice. Amounts past-due will bear interest at the rate of 1.5%
per month until paid. Work on the project may be suspended if payments
are overdue. Work will not begin until any required advance payment
has been received by Xxx.
- Change in Scope of the Project. Any expansion or modification
of the project will require written approval of the client and Xxx.
Written approval for Xxx can only come from Xxx. Pending receipt of
written approval, Xxx may, at her discretion, take reasonable action
and expend reasonable amounts of time and money based on oral approval
of an expansion or modification from the designated representative of
the client. The client will be responsible for payment for such
action, time, and expenses. Fee quotes, fee estimates, and schedules
are based on the project as originally approved.
- Cancellation, Rescheduling, and Project Delays. If the client
cancels or reschedules the project or this contract before completion,
the client will pay for all time and expenses incurred to date, plus
an additional 15% of the portion of the initial estimate which has not
yet been earned. The cancellation/rescheduling fee is not for services
to be performed after the postponement or cancellation, but are to
compensate Xxx for maintaining availability for the project. The
schedule for any rescheduled project will be subject to other
obligations of Xxx. Delays of more than 20 days render the project
agreement and this contract null and void with no further penalties to
either party. Either Xxx or the client may end this contract by giving
two weeks' notice in writing via certified mail at the following
addresses: Xxx, xxx Ct., Denver, CO 80xxx or Client at xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxx.
- Completion Dates. Except where deadlines are expressly stated
to be "firm," completion dates are estimates based on the
information available to Xxx.
- Staffing. All of the services to be performed by Xxx will be
performed by Xxx. will restrict [his/her] commitments to other clients
to the extent necessary to complete the project in a timely manner.
All services will be done as an independent contractor. Neither Xxx
nor any of her staff shall be deemed to be an employee of the client
on account of the work done on the project.
- Access to the Client's Staff. The client will provide Xxx
with reasonable access to the client's staff and resources as needed
in order to perform the services needed to timely complete the
project.
- Proprietary Materials. Xxx warrants that its work product
will not violate any existing copyright or trademark. The client
warrants that material provided by the client for the project will not
violate any existing copyright or trademark. Prior to payment in full,
Xxx will own the copyright on all materials developed by Xxx in the
course of the project. Upon payment in full of all fees and expenses,
the client will own the copyright. Xxx will have a perpetual,
irrevocable, royalty-free license to use such materials not specific
to the client's product in its business; Xxx will not use such
materials for any competitor of the client. The client will provide
Xxx with two copies of the final, printed and bound work product.
- Confidential Information. Xxx will take reasonable steps to
maintain the confidentiality of any confidential information relating
the client received by Xxx in the course of the project.
- Arbitration. Any dispute arising out of the project Agreement
shall be submitted to binding arbitration before a single arbitrator
selected by the client and Xxx. If an arbitrator is not selected
within 10 days of written demand for arbitration, the dispute shall be
decided by a single arbitrator under the then current Commercial
Arbitration rules of the American Arbitration Association. All
arbitration proceedings shall be conducted within 25 miles of Xxx,
Colorado. Xxx and the client understand that any award the Arbitrator
issues may be converted into a judgment pursuant to Colorado law.
- Damage Exclusion and Limits. The client is responsible (and
Xxx is not responsible) for the accuracy of the content of a completed
project. Xxx shall not be liable, under any circumstances, for
consequential, special, or incidental damages, even if it has been
advised that such damages may occur. Xxx' liability arising out of
this Agreement, whether in contract, tort, or otherwise, shall not
exceed the total of the amounts which the client has paid to Xxx under
this Agreement.
- Attorney Fees. In the unlikely event that a dispute between
the client and Xxx leads to an arbitration or a lawsuit, the
prevailing party may recover from the other party all legal expenses,
including reasonable attorney and expert client fees.
- Warranty of Authority. Each individual signing in a
representative capacity warrants that he or she has the power and
authority to sign on behalf of the party in whose behalf he or she is
signing, that such signature alone is binding on such party, and that
the execution of this document has been duly authorized by such party.
- Amendment to Agreement. This agreement may be amended,
modified, or supplemented only by written agreement of Xxx and the
client. Written agreement from Xxx can only come xxx.
Signed: ______________________
For Xxx: _____________________
Date: ________________________
Signed: ______________________
For Xxx: _____________________
Date: ________________________
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