(Based on the Contract Killer 3 by Andy Clarke at Stuff and Nonsense) See: https://gist.github.com/malarkey/4031110
I always do my best to fulfill your needs and meet your expectations, but it's still important to have things written down so that we both know what's what, who should do what and when, and what will happen if something goes terribly wrong. You won't find any complicated legal terms or long, unreadable text here. I have no desire to trick you into signing something you might later regret. I want us to do what is best for both of us, now and in the future. This is the start of a great relationship!
You, ::ClientCompany::, with a principal place of business at ::ClientCompanyAddress::, ::ClientCompanyCity::, ::ClientCompanyRegion:: ::ClientCompanyPostcode:: are hiring me, ::SenderCompany::, with a principal place of business at ::SenderCompanyAddress::, ::SenderCompanyCity::, ::SenderCompanyRegion:: ::SenderCompanyPostcode:: to design and develop a web site application.
You: You have the authority to enter into this contract on behalf of yourself, your company or your organization. You will provide me everything I need to complete the project when I need it, and in the format I need it in. You'll review my work, provide feedback and approve the work in a timely manner. You are also bound by the dates we set together, since deadlines work both ways. You also agree to stick to the payment schedule outlined in this contract.
Me: I have the experience and the ability to do what I've agreed to do with you. I will do it in a professional and timely manner. I endeavor to meet every deadline that is set, and I maintain the confidentiality of everything you give me.
Confidential information is anything we write or say to each other in a phone call, instant message, email or by any other method including telegraph and telepathy. It might be about a project, something about our business or something technical like a password. Nothing is excluded; if we share it, it's covered.
We'll both keep shared information to ourselves and we won't use it except for the reason it was shared. We will take every precaution to make sure it stays confidential, too. We'll keep confidential information safe and secure. This includes keeping files, access to online systems and any usernames and passwords in such a way that they can't fall into the wrong hands.
If we think there is even a possibility that any confidential information might have been compromised, we agree to tell each other right away so we can take necessary steps to protect ourselves. We also agree to help each other resolve any problems that may arise if confidential information is compromised.
Confidential information does not include information that: either of us knew before the other disclosed it, is or becomes public knowledge through no fault of the each other, we obtain from sources other than each other who owe no duty of confidentiality, or that I develop independently.
For any work we do together, I keep a list of usernames and passwords I need to access your system. At any point, you may request the list from me as these are the "keys to the kingdom": your kingdom. I have no desire to hold your site or data hostage.
Speaking of which, I also agree not to include any back door, time bomb, drop dead device, or other software routine designed to disable your software after a passage of time or by issuing a command to do so. No hostage situations between you and me.
I'm sure that as a business, you understand how important it is that you pay the invoices I send you promptly. As I'm also sure you'll want to stay friends, you agree to stick to the following payment schedule:
Compensation is based on what we agree upon at the start of new projects and is outline in the scope of work. Any other work is billed at the rate of $100 (USD) per hour, unless it is a rush job, in which case the rate is $125 (USD) per hour.
I submit electronic invoices bi-weekly for all services rendered. You will pay the amount due within 14 days of each invoice. Late payments are charged a fee of 1% per month from the due date until the amount is paid.
At the start of this agreement, you agree to provide the contact information for the person responsible for accounts payable if it is not you.
I will provide you with status and other reporting about the project on a regular basis or when reasonably requested by you.
You shall reimburse me for expenses that are directly attributable to the work I do on the project. This includes, but isn't limited to:
- Travel expenses other than normal commuting, including airfares, rental vehicles, hotel rooms and meals, and highway mileage in company or personal vehicles at $0.485 per mile.
- Postage, courier services, printing and reproduction, computer services and other expenses resulting from the work performed.
Since the government gets its collective undies in a bunch about employees treated as if they were contractors, we agree that I will be considered an independent contractor. That means:
- I have the right to work for other clients during this agreement provided I follow any non-competition provisions set out in this agreement.
- I have the right to control and direct the means, manner and method which the services will be performed.
- I have the right to determine where and when the services will be performed.
- All the work on the project will be done by me or my staff, and you will not be required to hire, supervise or pay any minions who help me.
- I am responsible for paying all ordinary and necessary staff expenses.
- Neither I nor any staff will be trained by you in the professional skills to perform the services. I learn on my own time.
- I am not required to work full-time to complete the project.
- You will not provide any insurance of any kind for me.
- You will not withhold any amount of compensation that normally would be withheld from an employee's pay.
My business is built on word-of-mouth and through my website. Because I will do great work for you, you agree to the following:
- I can use your company's name or any of your trademarks in connection with marketing, publicity, or otherwise for the limited purpose of referring to you as a customer I have worked with.
- I may state on the site that I developed it for you.
- I may place a link on the footer of your site to my site.
- You will, upon request, provide a testimonial or quote about working with me for the purpose of marketing, publicity, or otherwise.
- I love to show off our work and share what I've learned with other people, so I reserve the right, with your permission, to display and link to your project as part of my portfolio and to write about it on websites, in magazine articles and in books.
I know from experience that fixed-price contracts are rarely beneficial to you, since fixed-price contracts limit you to your earliest ideas. I don't want to limit your ability to change your mind. The price at the beginning of this agreement is based on the length of time I estimate I'll need to accomplish everything you told me you wanted to achieve. But, I'm happy to be flexible. If you want to change your mind or add anything new, that won't be a problem as I'll provide a separate estimate for that.
Sometimes my original cost and time estimates may be too low due to unforeseen events or factors unknown when we made the agreement. At that point, we'll need to have a frank discussion about the situation and I will provide a new estimate.
##Open Source and Third Party Software I may incorporate any open source or third party software into any deliverable.
##Subcontractors I may use independent consultants or subcontractors to provide any of the services in the agreement.
I don't have any legal or financial interest in any domains you choose for your site. However, if you request it, I will help you register any domain names you choose. You will bear all expenses involved in registering the domain name. You will be listed as the administrative and owner of domain records. If you request it, I will add myself as the technical contact for the purposes of ongoing maintenance.
I am not a web hosting company, so I don't support website hosting, email or other services related to hosting. You may already have professional hosting and you might even manage that hosting in-house; if you do, great. If you don't, I can set up an account for you at one of my preferred hosting providers or one of your choice. You are responsible for any expenses as it relates to hosting services. After the project is over, I can provide some limited support as it relates to the site designed for you.
First, you guarantee that all elements of text, images or other artwork you provide are either owned by you or that you have been granted permission to use them.
This agreement starts on the date the last one of us accepts it and continues until either of us gives notice of termination. Each of us has the right to terminate this agreement with 14 days prior written notice to the other party.
On termination I will invoice you for any outstanding hours. All invoices are due immediately.
All rights and licenses granted to you under this agreement will immediately terminate.
I can’t guarantee that my work will be error-free and so I can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you've advised me of them. Services are provided as is, without any express or implied warranties or representations including fitness for a particular purpose.
My total liability under this agreement for damages, costs and expenses, regardless of cause, will not exceed the total amount of fees you have paid me under this agreement.
You will indemnify me against all claims, liabilities and costs, including reasonable attorney fees, of defending any third party claim or suit arising from your performance under this agreement.
We can't transfer this contract to anyone else without permission.
If one part of this contract becomes invalid or unenforceable, the remaining parts remain in place.
Even though the language of this agreement is simple, the intentions are serious and this contract is a legal document under the exclusive jurisdiction of the courts of the United States of America.