This is simple, clear and concise contract that I use for general creative and technical projects. It's based largely upon Brendan Dawe's excellent open-source design contract, but has been modified to contain more appropriate terminology for my field, and now contains sections pertaining to source code, ongoing support, NDA's etc.
Please feel free to fork, modify, distribute and use this document as you wish - and please please do use it. Do not start work without a contract, ever. Additionally: DO NOT START WORK WITHOUT A CONTRACT, EVER.
Dan Hett ("Developer", "me", "I")
[CLIENT NAME] ("Client", "you")
[DATE]
Summary of Work (Final Project)
[Summary of work]
Terminology
Confirmation of Engagement
Job Number: [Job number]
Schedule
Briefing: [Date] Work commenced: [Date] Alpha Delivery: [Date] Beta Delivery: [Date] Delivery: [Date]
Rights to Final Project
Following full delivery of the Project by the Developer, and full payment by the Client: the Developer grants to Client the exclusive, perpetual and worldwide right and license to use, reproduce and display the Final Project solely in connection with the Project as defined in the Summary of Work and in accordance with the various terms and conditions of this Agreement.
Development Fee
Developer day rate is set at [ DAY RATE ]. This can also be charged hourly at an identical rate if required.
Initial estimate following briefing is [ ESTIMATE ] days, with potential variability depending on creative and technical direction taken.
Terms
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Reservation of Rights: All rights not expressly granted above are retained by the Developer. Any use additional to that expressly granted above requires arrangement for payment of a separate fee.
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Support: Additional time/fees will be raised for additional post-release revisions and support. This chargeable rate will be frozen at the stated development rate above for 12 months from the date of delivery.
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Payment Schedule: 50% on project commencement, remaining balance on project completion.
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Payment Terms: Payment due 30 days from issuance of invoice. A one and one half (1.5%) monthly service charge will be billed against late payments. Grant of copyright is conditioned upon receipt of final payment, and upon Client's compliance with the terms of this agreement.
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Cancellation Fees: In the event of Cancellation, Developer will be compensated for services performed through the date of cancelation in the amount of 25% of the fees due plus any out-of-pocket expenses. Upon cancellation all rights to the Final Project revert to the Developer and all original assets must be returned.
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None-Disclosure: If required, Developer agrees to sign and adhere to a none-disclosure agreement with the Client, in accordance with their terms.
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Accreditation and Promotion: Developer retains the right to reproduce, publish and display the Final Project in Designer’s portfolios and websites and other media for the purposes of recognition of creative excellence or professional advancement, and to be credited with development of the Final Project in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Final Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
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Permissions and Releases: The Client agrees to indemnify and hold the Developer harmless against any and all claims, costs, and expenses, including lawyers' fees, due to materials included in the Developer at the request of the Client for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release.
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Indemnification/Liability
9.1 By Client. Client agrees to indemnify, save and hold harmless Developer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Designer shall promptly notify Client in writing of any claim or suit;
9.2 Client has sole control of the defence and all related settlement negotiations; and
9.3 Developer provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Developer in providing such assistance.
9.4 By Developer. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Developer agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Developer's representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that Client promptly notifies Developer in writing of the claim;
9.5 Developer shall have sole control of the defence and all related settlement negotiations; and
9.6 Client shall provide Developer with the assistance, information and authority necessary to perform Designer’s obligations under this section. Notwithstanding the foregoing, Developer shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorised content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Developer.
9.7 Limitation of Liability. The services and the work product of Developer are sold "as is." In all circumstances, the maximum liability of designer, its directors, officers, employees, design agents and affiliates ("Developer Parties"), to client for damages for any and all causes whatsoever, and client's maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Developer. In no event shall Developer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Developer, even if Developer has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
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Miscellaneous: This Agreement shall be binding upon the parties, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding of the parties. Its terms can be modified only by a writing signed by both parties, except that the Client may authorise expenses or revisions orally. Any dispute arising out of this agreement will be resolved by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/ or binding arbitration through a relevant arbitrary association. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions. This agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with English law.
This Agreement must be signed and returned before Developer can schedule or begin the work.
Signed by and on behalf of DAN HETT:
Signed by and on behalf of [CLIENT]
Date: