Docstoc Legal Agreements
This Computer Service Agreement is made between a computer consultant and a client
whereby the client uses the computer services of the consultant. The agreement provides
for an hourly fee to be paid to the consultant for the services provided. Some additional
features that are covered in this agreement are Comprehensive General Liability Insurance
and a 'Time is of the Essence' clause which creates a rigid deadline for the work to be
completed by. This document can be used by small businesses or other entities located in
Utah who want to hire a computer consultant to service or repair computers.
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COMPUTER SERVICE AGREEMENT
THIS COMPUTER SERVICE AGREEMENT (hereinafter “Agreement”) is made as of ____
[Month] ____ [Date], 20____ [Year], by and between __________________________
[Instruction: Insert name of consultant/entity], with its principal place of business at
_________________________ [Instruction: Insert address of the consultant] (hereinafter the
“Consultant”), and __________________________ [Instruction: Insert name of client/entity],
with registered address at _________________________ [Instruction: Insert address of client]
(hereinafter the “Client”). The Consultant and the Client may individually be referred to as
“Party”, or, collectively as the “Parties”.
WHEREAS, the Consultant is engaged in the business of providing computer and related
accessory repairs and related professional computer services to business enterprises (the
WHEREAS, the Client desires to avail itself of these Services of the Consultant from
time to time in connection with the Client’s business activities in the operation of its business
known as _________________________________ [Instruction: Insert the name of business]
(the “Business”) and the Consultant desires to enter into this agreement with the Client;
NOW, THEREFORE, in consideration of the mutual promises and agreements contained in
this agreement, and other good and valuable consideration, the Parties agree as follows:
The Consultant shall furnish to the Client its professional computer services in accordance
with the details and specifications contained in Schedule “A” attached hereto. The Consultant
shall perform such computer services at all times in accordance with the rules of the art and
in full compliance with the statutes, laws, ordinances, and regulations governing its
profession, trade, craft, or business from a work location situated at the address hereinabove
2. Independent Contractor
The Consultant shall have the sole supervision and direction of the work covered by this
Agreement and shall be responsible for the manner in which the said work is done, for the
method employed in doing the same and for all acts and things done in the performance of
the Consultant’s obligations hereunder, except for departing from the Consultant’s normal
practices which may be requested by the Client from time to time. Nothing contained in this
Agreement and the relationship created between the Parties hereby shall, directly, or
indirectly, constitute the Consultant as agent or servant of the Client and further, nothing
herein shall operate or be construed to relieve the Consultant of any duties or obligations
imposed upon the Consultant as an independent contractor.
In addition to the agreed upon consideration for the Consultant’s fees as set forth in section 6
hereof, the Client shall reimburse the Consultant for all reasonable expenses, including
transportation expenses, incurred during the performance of the Consultant’s Service,
provided such expenses are within the budget approved in writing by the Client (“Approved
Expenses”). The Client shall pay the Consultant for Approved Expenses within ___________
(___) [Thirty (◊ 30)] days upon the submittal of expense statements together with duly
receipted bills or vouchers.
Subject to any federal or state legislation imposing on the Client the express duty to withhold
or deduct premiums, taxes, or levies as the case may be, the Consultant shall be responsible
to withhold or deduct premiums, taxes, or levies as the case may be, the Consultant shall be
responsible to withhold and remit any deductions for taxes, levies, or contributions imposed
by any authority in respect of both the remuneration paid under this Agreement and the work
5. Comprehensive General Liability Insurance
a. The Client agrees to obtain and maintain insurance coverage for at least __________
dollars ($______) [Instruction: Insert the amount of insurance coverage which the
client agrees to obtain and maintain] per occurrence to cover the Client’s liability at
law or under this Agreement for personal injury or death or property damage (such
coverage being generally referred to as “Comprehensive General Liability Insurance”),
including damage to property of the Client, and including liability arising from
employer’s liability for Workers’ Compensation under Risk Retention Act pursuant to
[STATUTE]. The certificate or endorsement(s) shall specifically cover operations under
this Agreement, shall name the Consultant as an insured party in respect of losses or
claims referred to herein, and shall contain a cross liability clause. Such insurance shall
remain in full force and effect throughout the term of this Agreement, and the above
documents shall contain a provision that none of the insurance shall be materially altered,
amended, or cancelled, except after ___________ (___) [Thirty (◊ 30)] days prior
written notice to the Consultant.
b. Copies of all policies or appropriate certificates or endorsements shall be provided
forthwith to the Consultant and upon the Consultant’s reasonable requests from time to
time while this Agreement is in full force and effect.
6. Consultant’s Fees
The Client shall pay the Consultant for its Services an hourly fee of __________ ($____)
[Instruction: Insert the amount of hourly fee payable] dollars (the “Fees”), which sum
shall be invoiced to the Client on a ___________ [Instruction: Insert weekly/bi-
weekly/monthly as applicable] basis and paid by the Client to the Consultant by no later
than the ___________ (___) [Instruction: Insert day, e.g., tenth (10)] day of each and
every month provided the Consultant has submitted an invoice for the Services performed.
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This contract shall be deemed to have come into force and effect on the ____ [Month] ____
[Date] 20____ [Year] and shall continue for ______ (__) [Two (2)] years (the “Term”)
ending on ____ [Month] ____ [Date], 20____ [Year]. These dates may be delayed upon the
written consent of both Parties. Nothing in this paragraph shall be construed as affecting the
rights of the Parties to terminate this Agreement at an earlier date in accordance with the
terms contained herein.
8. Termination for Cause
a. If either Party to this Agreement is in breach of any of its obligations under this
Agreement, the other Party may give a notice in writing of the breach to the defaulting
Party and request the latter to remedy it. If the Party in breach fails to remedy the breach
within ________ (____) [Instruction: Insert number of days, e.g., seven (7)] days after
the date of written notice, then this Agreement may be terminated immediately by written
notice of termination given by the complaining Party.
b. The Client may terminate this Agreement by written notice to take effect immediately
upon receipt of it by the Consultant, unless otherwise provided if:
i. the Consultant is in breach of this Agreement relating to the secrecy of confidential
ii. the Consultant becomes insolvent or bankrupt or makes an assignment for the benefit
of creditors, or a receiver is appointed of its business; or
iii. a voluntary or involuntary petition in bankruptcy is filed or proceeding for the re-
organization or winding-up of the Consultant is instituted; or
iv. the Consultant attempts to assign or cede an interest in this Agreement without the
prior consent of the Client; or
v. if the Consultant comes under the direct or indirect control of any corporation or
person who does not control it at the date of execution of this Agreement; or
vi. if the Consultant is [grossly] negligent in carrying out its duties hereunder; or
vii. if the Consultant or its employees are engaged in any fraudulent or illegal activity.
c. The provisions of this section shall not in any way restrict the rights of either Party hereto
to terminate this Agreement pursuant to any other paragraph in this Agreement.
It is expressly agreed that this Agreement shall not be assigned or transferred, in whole or in
part, by either of the Parties hereto without the express written consent of the other of them.
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10. Confidential Information
a. Except as may be necessary in the performance under this Agreement, the Consultant
shall not at any time or in any manner make or cause to be made any copies, pictures,
duplicates, facsimiles, or other reproduction or recordings of any type, or any abstracts or
summaries of any reports, studies, memoranda, correspondence, manuals, records, plans,
or other written, printed, or otherwise recorded material of the Client, or which relate in
any manner to the present or prospective business of the Client. The Consultant shall
have no interest in any of this material and agrees to surrender any of the material that
may be in its possession to the Client immediately upon the request of the Client.
b. The Consultant shall not at any time, except under legal process, divulge any matters
relating to the business of the Client or any customers or agents of the Client which may
become known to it by reason of its services hereunder and shall be true to the Client in
all dealings and transactions relating to the Services contemplated by this Agreement.
Furthermore, the Consultant shall not use at any time (whether during the continuance of
this Agreement or after its termination) for its own benefit or purposes or for the benefit
or purposes of any other person, firm, corporation, association, or other business entity,
any trade secrets, business development programs, or plans belonging to or relating to the
affairs of the Client, including knowledge relating to customers, clients, or employees of
Wherever in this Agreement it shall be required or permitted that notice be given or served
by either Party to or on the other, the notice shall be in writing and shall be delivered
personally to the Party to whom it is given or sent by prepaid, registered mail, or by facsimile
transmission, addressed as follows:
To the Consultant at:
Fax: (___) ________________________
To the Client at:
Fax: (___) ________________________
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And each such notice shall be deemed given on the date of delivery in the case of delivery,
three (3) business days after mailing in the case of mail and two (2) hours after the time of
transmission in the case of facsimile transmission. No notice may be given by mail during a
real or apprehended mail strike. This address and/or facsimile numbers may be changed from
time to time by either Party by notice as above provided.
a. Entire Agreement and Waiver. This Agreement constitutes all of the agreements
between the Consultant and the Client pertaining to the subject matter of it and
supersedes all prior agreements, undertakings, negotiations, and discussions, whether oral
or written, of the Parties to it and there are no warranties, representations, or other
agreements between the Parties to it in connection with the subject matter of it except as
specifically set forth or referred to in this Agreement. No supplementation, modification,
waiver, or termination of this Agreement shall be binding unless executed in writing by
the Party hereto to be bound thereby. No waiver of any other provisions of this
Agreement shall be deemed or shall constitute a continuing waiver unless expressly
b. Headings. Headings are not to be considered part of this Agreement, are included solely
for convenience of reference, and are not intended to be full or accurate descriptions of
the contents of any section.
c. Interpretation. In this Agreement, words importing the singular number include the
plural and vice versa, words importing the masculine gender include the feminine and
neuter genders; and words importing persons include individuals, and proprietors,
corporations, partnerships, trusts, and unincorporated associations.
d. Application Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Utah.
e. Invalidity of Provision. The invalidity or unenforceability of any provision of this
Agreement or any covenant in it shall not affect the validity or enforceability of any other
provision or covenant in it and the invalid provision or covenant shall be deemed to be
13. Time Being of the Essence
a. Time shall be deemed to be of the essence of this Agreement; provided from time to time
for completing any work, which has been or is likely to be delayed by reason of force
majeure or other cause beyond the reasonable control of the Consultant, shall be extended
by a period equal to the length of the delay so caused, provided that prompt notice in
writing of the occurrence causing or likely to cause such delay is given to the Client.
b. The Client shall advise the Consultant in writing of any occurrence causing or likely to
cause delays in the completion of its responsibilities under this Agreement.
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14. Title to Work Being Performed
Upon payment of the Fees being made in accordance with the terms of this Agreement, all
title, rights, and interest in all printed materials and other physical media, containing designs,
symbols, inventions, and reports performed, created, or written in accordance with this
Agreement shall vest in and ensure to the benefit of the Client, it being understood that such
vesting of title shall not constitute acceptance by the Client of such work in conformity with
the specification or requirements of the Agreement. Without restricting the generality of the
foregoing, the right of publication of any research paper or study performed under this
Agreement shall vest solely in the Client upon payment as aforesaid, and any person desiring
to publish any such research or study, in whole or in part, shall first obtain the written
permission of the Client.
This Agreement shall inure to the benefit of and be binding on the Parties hereto and their
respective heirs, executors, administrators, successors, and assigns.
IN WITNESS WHEREOF the Parties have hereunto set their respective hands and seals as at
the date written above.
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COMPUTER SERVICES TO BE PERFORMED
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