jboeke/Sample Contract - Hours Only

## Sample Contract - Hours Only
## For educational purposes only! Not a substitute for individualized advice from a qualified legal practitioner. ##

This Independent Consultant Agreement (the "Agreement") is entered into on <date> by and between <your name or company name> (the "Consultant"), and <client name> (the "Company").

RECITALS

WHEREAS, the Company is in need of assistance in the area of computer programming services; and WHEREAS, Consultant has agreed to perform consulting work for the Company in computer programming services and other related activities for the Company;

NOW, THEREFORE, the parties hereby agree as follows:

1. Consultant's Services. Consultant shall be available and shall provide to the Company professional services in the area of computer programming ("Consulting Services") as needed and requested. The parties estimate that Consulting Services will total <estimated hours, if necessary> hours. Consultant intends to average <weekly hours, if necessary> hours of work per week so as to complete Consulting Services in a time frame acceptable to Company.

2. Distribution Right. Consultant hereby appoints and grants Company the non-exclusive and non-assignable right and license to resell any work created as part of the Consulting Services set forth in Section 1 (“Software”) to customers. The customer (“Customer”) is an end user who purchases the Software from Company for the purpose of installation and use.

3. Consideration.
	a. Rate. In consideration of the Services to be performed by Consultant under this Agreement the Company will pay Consultant the rate of <hourly rate> per hour for time spent on Consulting Services. Consultant shall submit on a weekly basis written, signed reports of the time spent performing Consulting Services, itemizing in reasonable detail the dates on which services were performed, the number of hours spent on such dates and a brief description of the services rendered. The Company shall pay Consultant the amounts due pursuant to submitted reports within Fifteen (15) days after such reports are received by the Company.
	b. Royalty Fees. Company undertakes to pay the following fees to Consultant for the Software distribution rights granted in Section 2.
               * $1.00 for the first Customer of Company.
               * <royalty percentage>% of Company's gross revenue for sale of the Software to any Customers after the first Customer. Payment of Royalty Fees to the Consultant is due Thirty (30) days from the date on which the Company's Customer completes final payment for the Software.

4. Independent Contractor. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between the Company and Consultant. Consultant is an independent contractor and not an employee of the Company or any of its subsidiaries or affiliates. The consideration set forth in Section 3 shall be the sole consideration due Consultant for the services rendered hereunder. It is understood that the Company will not withhold any amounts for payment of taxes from the compensation of Consultant hereunder. Consultant will not represent to be or hold itself out as an employee of the Company and Consultant acknowledges that he/she shall not have the right or entitlement in or to any of the pension, retirement or other benefit programs now or hereafter available to the Company's regular employees. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall be Consultant's sole responsibility and Consultant shall indemnify and hold Company harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments.

5. Confidentiality. In the course of performing consulting services, the parties recognize that Consultant may come in contact or become familiar with information which the Company or its subsidiaries, affiliates, partners, clients or customers may consider confidential. This information may include, but is not limited to, information pertaining to the Company which information may be of value to a competitor. Consultant agrees to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate Company personnel or their designees.

6. Term. This Agreement shall commence on <start date> and shall terminate on <end date>, unless earlier terminated by either party hereto. Either party may terminate this Agreement upon Thirty (30) days prior written notice. The Company may, at its option, renew this Agreement for an additional term of Six (6) months on the same terms and conditions as set forth herein by giving notice to Consultant of such intent to renew on or before <renewal deadline date>.

7. Competent Work. All work will be done in a competent fashion in accordance with applicable standards of the profession and all services are subject to final approval by a representative of the Company prior to payment.

8. Representations and Warranties. The Consultant will make no representations, warranties, or commitments binding the Company without the Company's prior consent.

9. Legal Right. Consultant covenants and warrants that he/she has the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law and that he/she has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement. Consultant shall indemnify and hold harmless the Company from any and all damages, claims and expenses arising out of or resulting from any claim that this Agreement violates any such agreements. Breach of this warranty shall operate to terminate this Agreement automatically without notice as specified in Paragraph 5 and to terminate all obligations of the Company to pay any amounts which remain unpaid under this Agreement.

10. Waiver. Failure to invoke any right, condition, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any rights, condition, or covenant and neither party may rely on such failure.

11. Notice. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, in the first class mail of the United States properly addressed to the appropriate party at the address set forth below:

   A. Notices as to Consultant:

	<consultant or your business name and address>

   B. Notices to the Company:

	<client name and address>

12. Enforceability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the reminder of the Agreement shall remain in full force and effect and shall in no way be impaired.

13. Miscellaneous.
   	a. Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties.

   	b. Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to the benefit of Consultant and the Company and to the Company's successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Consultant of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of the Company.

   	c. Governing Law, Severability. This Agreement shall be governed by the laws of the State of Arizona. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

WHEREFORE, the parties have executed this Agreement as of the date written above.

COMPANY:

By: ______________________________________

Date: _____________________________________

CONSULTANT:

By: ______________________________________

Date: _____________________________________
	## For educational purposes only! Not a substitute for individualized advice from a qualified legal practitioner. ##

	This Independent Consultant Agreement (the "Agreement") is entered into on <date> by and between <your name or company name> (the "Consultant"), and <client name> (the "Company").

	RECITALS

	WHEREAS, the Company is in need of assistance in the area of computer programming services; and WHEREAS, Consultant has agreed to perform consulting work for the Company in computer programming services and other related activities for the Company;

	NOW, THEREFORE, the parties hereby agree as follows:

	1. Consultant's Services. Consultant shall be available and shall provide to the Company professional services in the area of computer programming ("Consulting Services") as needed and requested. The parties estimate that Consulting Services will total <estimated hours, if necessary> hours. Consultant intends to average <weekly hours, if necessary> hours of work per week so as to complete Consulting Services in a time frame acceptable to Company.

	2. Distribution Right. Consultant hereby appoints and grants Company the non-exclusive and non-assignable right and license to resell any work created as part of the Consulting Services set forth in Section 1 (“Software”) to customers. The customer (“Customer”) is an end user who purchases the Software from Company for the purpose of installation and use.

	3. Consideration.
	a. Rate. In consideration of the Services to be performed by Consultant under this Agreement the Company will pay Consultant the rate of <hourly rate> per hour for time spent on Consulting Services. Consultant shall submit on a weekly basis written, signed reports of the time spent performing Consulting Services, itemizing in reasonable detail the dates on which services were performed, the number of hours spent on such dates and a brief description of the services rendered. The Company shall pay Consultant the amounts due pursuant to submitted reports within Fifteen (15) days after such reports are received by the Company.
	b. Royalty Fees. Company undertakes to pay the following fees to Consultant for the Software distribution rights granted in Section 2.
	* $1.00 for the first Customer of Company.
	* <royalty percentage>% of Company's gross revenue for sale of the Software to any Customers after the first Customer. Payment of Royalty Fees to the Consultant is due Thirty (30) days from the date on which the Company's Customer completes final payment for the Software.

	4. Independent Contractor. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between the Company and Consultant. Consultant is an independent contractor and not an employee of the Company or any of its subsidiaries or affiliates. The consideration set forth in Section 3 shall be the sole consideration due Consultant for the services rendered hereunder. It is understood that the Company will not withhold any amounts for payment of taxes from the compensation of Consultant hereunder. Consultant will not represent to be or hold itself out as an employee of the Company and Consultant acknowledges that he/she shall not have the right or entitlement in or to any of the pension, retirement or other benefit programs now or hereafter available to the Company's regular employees. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall be Consultant's sole responsibility and Consultant shall indemnify and hold Company harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments.

	5. Confidentiality. In the course of performing consulting services, the parties recognize that Consultant may come in contact or become familiar with information which the Company or its subsidiaries, affiliates, partners, clients or customers may consider confidential. This information may include, but is not limited to, information pertaining to the Company which information may be of value to a competitor. Consultant agrees to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate Company personnel or their designees.

	6. Term. This Agreement shall commence on <start date> and shall terminate on <end date>, unless earlier terminated by either party hereto. Either party may terminate this Agreement upon Thirty (30) days prior written notice. The Company may, at its option, renew this Agreement for an additional term of Six (6) months on the same terms and conditions as set forth herein by giving notice to Consultant of such intent to renew on or before <renewal deadline date>.

	7. Competent Work. All work will be done in a competent fashion in accordance with applicable standards of the profession and all services are subject to final approval by a representative of the Company prior to payment.

	8. Representations and Warranties. The Consultant will make no representations, warranties, or commitments binding the Company without the Company's prior consent.

	9. Legal Right. Consultant covenants and warrants that he/she has the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law and that he/she has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement. Consultant shall indemnify and hold harmless the Company from any and all damages, claims and expenses arising out of or resulting from any claim that this Agreement violates any such agreements. Breach of this warranty shall operate to terminate this Agreement automatically without notice as specified in Paragraph 5 and to terminate all obligations of the Company to pay any amounts which remain unpaid under this Agreement.

	10. Waiver. Failure to invoke any right, condition, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any rights, condition, or covenant and neither party may rely on such failure.

	11. Notice. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, in the first class mail of the United States properly addressed to the appropriate party at the address set forth below:

	A. Notices as to Consultant:

	<consultant or your business name and address>

	B. Notices to the Company:

	<client name and address>

	12. Enforceability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the reminder of the Agreement shall remain in full force and effect and shall in no way be impaired.

	13. Miscellaneous.
	a. Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties.

	b. Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to the benefit of Consultant and the Company and to the Company's successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Consultant of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of the Company.

	c. Governing Law, Severability. This Agreement shall be governed by the laws of the State of Arizona. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

	WHEREFORE, the parties have executed this Agreement as of the date written above.

	COMPANY:

	By: ______________________________________

	Date: _____________________________________

	CONSULTANT:

	By: ______________________________________

	Date: _____________________________________