NOTE: The STC Rocky Mountain Chapter (STC RMC) 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 xx and xxx before sending the contract. You must also substitute the correct year for 20xx in several places.
March xx, 20xx
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, 20xx and end on or about xx, 20xx. 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.
Agreed and Accepted
by_________________________ ____________________, 20xx
[The Terms and Conditions normally start on a new page]
Additional Terms and Conditions
1. 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.
2. 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.
3. 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.
4. 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.
5. 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 St., Denver, CO 80xxx or Client at xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxx.
6. Completion Dates. Except where deadlines are expressly stated to be "firm," completion dates are estimates based on the information available to Xxx.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
For Xxx: _____________________
For Xxx: _____________________