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May 3, 2015 23:29
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Hash: SHA256 | |
This is my standard consulting agreement, drafted by Addison Cameron-Huff | |
<addison@cameronhuff.com> Feel free to use/distribute this as you see fit. | |
Consulting Agreement | |
==================== | |
Parties | |
======= | |
The parties to this agreement are <FIXME> (“Client”) and <FIXME> | |
(“Contractor”). | |
Services | |
======== | |
Contractor will provide the services described in Schedule 1 (titled “Services | |
to be Provided”). | |
Payment | |
======= | |
Contractor will be paid according to Schedule 2 (titled “Compensation”). | |
License & Ownership of Work | |
=========================== | |
Client is hereby granted a non-exclusive, worldwide license to use, distribute, | |
reproduce and modify the copyrighted works produced pursuant to this contract. | |
This license may be assigned or sub-licensed by Client. | |
Client agrees that Contractor will own all of the intellectual property (viz. | |
copyright) created in the process of carrying out this agreement. | |
No Confidentiality | |
================== | |
Client agrees that Contractor (and its employees, officers and directors) have | |
no obligations regarding the confidentiality of information disclosed by, or | |
work done for, Client. | |
No Patent Covenant | |
================== | |
Contractor strongly believes that software should not to be patented. Client | |
agrees not to patent any invention that includes work or ideas supplied by | |
Contractor. Client further agrees to pay $25,000 if it breaches this covenant. | |
Similarly, Contractor agrees not to seek patent protection for any inventions | |
that emanate from this contract. | |
Limitation of Liability | |
======================= | |
Contractor’s liability for any act or omission related to this agreement shall | |
be limited to the lesser of $5000 or the amount billed by Contractor in the six | |
month period preceding the notice of claim. | |
Indemnity | |
========= | |
Client agrees to indemnify Contractor (and its employees, directors and | |
officers) against any third party actions that relate to this agreement (and | |
work performed pursuant to it) and cover any legal fees incurred defending | |
against such actions. | |
Termination & Survival | |
====================== | |
This contract may be terminated by either party upon 15 days notice. The | |
clauses titled “No Confidentiality”, “No Patent Covenant”, “Limitation of | |
Liability” and “Indemnity” are intended to survive such termination. | |
Waiver | |
====== | |
Any purported waiver shall only be effective if in writing and signed by both | |
parties. | |
Choice of Forum & Governing Law | |
=============================== | |
Client agrees that the forum for any dispute shall be either Mississauga or | |
Toronto (Ontario, Canada). The parties agree that the laws of Ontario, Canada | |
shall be used to resolve any dispute. | |
Entire Agreement | |
================ | |
This agreement is the entire agreement between the parties with respect to the | |
services to be rendered by the Contractor and supersedes any other | |
understandings. | |
Signatures | |
========== | |
This agreement may be signed electronically. | |
Schedule 1: Services to be Provided | |
=================================== | |
Contractor shall provide computer programming and analysis services. | |
Schedule 2: Compensation | |
======================== | |
Contractor shall be paid $FIXME per hour. | |
Payment is due upon invoicing. | |
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