std-consulting-agreement.txt

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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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