This is an agreement between two parties whereby one party is hired to provide computer consulting services for the other. The agreement provides for consultation on a project-by-project basis. It contains numerous standard clauses as well as customizable clauses, such as the consideration for services, records and reports, non-solicitation, non-competition, and insurance. This agreement is ideal for small businesses or other entities that want to hire a computer consulting service.
This is an agreement between two parties whereby one party is hired to provide computer consulting services for the other. The agreement provides for consultation on a project-by-project basis. It contains numerous standard clauses as well as customizable clauses, such as the consideration for services, records and reports, non- solicitation, non-competition, and insurance. This agreement is ideal for small businesses or other entities that want to hire a computer consulting service. COMPUTER CONSULTING SUBCONTRACT THIS COMPUTER CONSULTING SUBCONTRACT (the “Agreement”), is entered into between ___________________________ [PROVIDE NAME OF COMPANY] (hereinafter called the “Company”) and __________________________ [PROVIDE NAME OF SUBCONTRACTOR] (hereinafter called the “Subcontractor”). IN CONSIDERATION of the promises and of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1.00 SCOPE OF AGREEMENT 1.01 The Company desires to retain the computer consulting services (the “Services”) of the Subcontractor and the Subcontractor wishes to provide such Services to the Company. 1.02 The Subcontractor hereby agrees to provide the Services to the Company under a project-by-project basis. 1.03 The Company and the Subcontractor hereby agree that the Subcontractor shall provide to the Company, Work Orders (the “Work Order”) detailing the Services to be provided to the Company by the Subcontractor for each project. 1.04 Each Work Order shall set out the specifics of the Services authorized and required by the Company, the term for completion, payment and such other terms and conditions that may apply. 1.05 The Company and the Subcontractor hereby agree that each Work Order shall be governed by the terms and conditions of this Agreement and in the event of a conflict between this Agreement and a Work Order, the terms and conditions of this Agreement shall prevail. 1.06 The Subcontractor hereby acknowledges and agrees that the Company, by executing this Agreement, is not committing itself to the use or continued use of the Services by the Subcontractor. 1.07 The Company and the Subcontractor hereby agree that the Services to be provided by the Subcontractor to the Company, as contemplated under this Agreement, shall not commence until such time as the Subcontract delivers a Work Order to the Company, and each of the Subcontractor and the Company sign such Work Order acknowledging agreement to the terms and the Services to be provided. 2.00 TERM OF AGREEMENT 2.01 This Agreement shall remain in full force and effect until such time that this Agreement is terminated by either party as provided for herein. © Copyright 2013 Docstoc Inc. 2 2.02 Each and every Work Order agreed upon and signed by each of the Subcontractor and the Company shall remain in full force and effect until such time that the Services authorized under such Work Order are completed. 3.00 CONSIDERATION FOR SERVICES 3.01 Any and all Services to be provided by the Subcontractor to the Company shall be on a project by project basis and in accordance with the agreed upon terms and conditions as set out in each Work Order. 3.02 The Subcontractor hereby agrees to invoice the Company for all Services performed by the _________ [PROVIDE NUMBER. e.g., 1st, 14th, etc.] day in each and every month following the month in wish such Services were provided to the Company, unless such invoicing is pursuant to milestones as set out under specific Work Orders. 3.03 The Subcontractor and the Company hereby agree that failure by the Subcontractor to submit such invoices to the Company may result in delayed payment of such invoice by the Company, and the Subcontractor hereby agrees to assume all liability in respect of its failure to provide such invoices to the Company by the required date referenced in section 3.02 above. 3.04 The Company hereby agrees to pay all invoices received by it from the Subcontractor within __________ (____) days. 4.00 CONFIDENTIALITY 4.01 The Subcontractor hereby agrees to keep confidential all technical, product, business, financial and other valuable information regarding the Company, the business of the Company and its clients, including but not limited to, all software programs, research, development, documentation, marketing strategies and business methods of the Company and of the Company’s clients. 4.02 Except as may be necessary in the performance under this Agreement, the Subcontractor 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 Company, or which relate in any manner to the present or prospective business of the Company. The Subcontractor shall have no interest in any of this material and agrees to surrender any of the material which may be in its possession to the Company immediately upon the request of the Company. 4.03 The Subcontractor shall not use at any time (whether during the operation 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 Company, including knowledge relating to customers, clients, or employees of the Company. © Copyright 2013 Docstoc Inc. 3 4.04 The Subcontractor shall at all times protect and safeguard the confidential information of the Company and its clients and agrees not to disclose, give or transmit any confidential information to any third parties. 4.05 The Subcontractor hereby agrees not to or attempt to ascertain the source code of any of the Company’s computer programs by unauthorized access or review, reverse engineering, disassemble or any other technique or method. 4.06 The provisions of this entire section 4, above, shall survive the termination of this Agreement or any Work Order. 5.00 RECORDS AND REPORTS 5.01 The Subcontractor hereby agrees to keep and maintain accurate records of the Services performed for the Company and the amounts invoiced to the Company, including all out-of-pocket expenses incurred by the Subcontractor on behalf of the Company. 5.02 All records of the Subcontractor shall be prepared in accordance with generally accepted accounting principles (“GAAP”). 5.03 The Subcontractor and the Company hereby agree that the Company shall have full access to review and inspect the books, records and reports of the Subcontractor, upon the Subcontractor receiving written request from the Company to do so. The Subcontractor further agrees that the Company shall be permitted to inspect the books, records and reports of the Subcontractor in respect of Services provided to the Company, for a period of ________ (___) months/years [SELECT ONE PERIOD OF TIME, AND DELETE OR CROSS OUT THE OTHER] after the completion of such Services. 6.00 TITLE TO SERVICES BEING PERFORMED 6.01 All title, right and interest in and to any and all of the Services performed by the Subcontractor for the Company shall vest in and inure to the benefit of the Company. 6.02 The Subcontractor hereby agrees that all patents, copyrights, trademarks and trade secrets shall be the sole property of the Company. 6.03 The Subcontractor hereby agrees to execute and deliver such further documents or instruments required by the Company, to apply for, register or perfect any ownership and intellectual property rights of the Company in relation to any of the Services performed by the Subcontractor. 7.00 REPRESENTATIONS AND WARRANTIES OF SUBCONTRACTOR © Copyright 2013 Docstoc Inc. 4 7.01 The Subcontractor hereby represents and warrants to the Company that any and all Services performed by the Subcontractor on behalf of the Company, shall be performed to the highest possible standards. 7.02 The Subcontractor hereby represents and warrants to the Company that all Services performed by the Subcontractor on behalf of the Company, shall be original works of the Subcontractor and shall not infringe on the rights of any third party, including but not limited to, infringement of copyrights, patents, trademarks or any other intellectual property rights of any third party. 7.03 The Subcontractor hereby represents and warrants to the Company that it shall indemnify and hold the Company harmless from any and all claims, suits, actions or proceedings arising out of any claim made by a third party that any of the Services or portions of the Services are infringing. 8.00 NON-COMPETITION/NON-SOLICITATION 8.01 The Subcontractor covenants and agrees with the Company that from and after the date hereof for a period of __________ (____) months/years [SELECT ONE PERIOD OF TIME, AND DELETE OR CROSS OUT THE OTHER] and within an _______ (__) mile/kilometer [SELECT ONE UNIT OF DISTANCE, AND DELETE OR CROSS OUT THE OTHER] radius of the Company’s physical location, the Subcontractor will not directly or indirectly, either alone or in partnership or in conjunction with any person or persons, whether as principal, agent, shareholder, employee, officer, director, consultant, manager, owner, partner, limited partner, joint venture, trustee, associate, sole proprietor, or in any other capacity whatsoever (save and except as a shareholder of less than five per cent of the voting equity of any entity offering its securities to the public or save and except investing in publicly available and traded mutual fund securities, as defined in applicable securities legislation): (i) solicit or attempt to solicit business away from any person which, at the date of such solicitation, is a customer, supplier or distributor of the Company, or persuade or attempt to persuade any such customer, supplier or distributor to cease doing business or to reduce the amount of business which any such customer, supplier or distributor has historically done with the Company prior to the date hereof or contemplates doing with the Company, or the Subcontractor, without the prior consent of the Company, at any time, directly or indirectly, in any capacity whatsoever; (ii) induce or endeavor to induce any employee of the Company or its subsidiaries, related, associated or affiliated group(s) of companies to leave his or her employment; (iii) employ or attempt to employ or assist any person to employ any employee of the Company or its subsidiaries, related, associated or affiliated group(s) of companies; or © Copyright 2013 Docstoc Inc. 5 (iv) solicit, endeavor to solicit or gain the custom of, canvass or interfere with the relationships of the Company or its subsidiaries, related, associated or affiliated group(s) of companies with any person that is a customer of the Company at the date hereof or was a customer of the Company within the twelve (12) months prior to the date hereof. 9.00 INSURANCE 9.01 The Subcontractor hereby agrees to maintain insurance by insurance providers reasonably acceptable to the Company in the following amounts: (i) to maintain commercial general liability insurance which covers all operations of the Subcontractor including contractual liability against claims made for personal injury and property damage in the amount of ______________________ ($__________) Dollars; (ii) to maintain workers’ compensation and employer’s liability insurance as required by the applicable Province/State in the amount of _______________________ ($__________) Dollars; and (ii) to maintain errors and omissions insurance covering loss or damage arising out of negligent acts or errors or omissions which arise from the services provided by the Subcontractor in the amount of ____________________ ($__________) Dollars. 9.02 The Subcontractor hereby agrees to provide evidence of such insurance coverage to the Company, prior to the commencement of any Services by the Subcontractor. The Subcontractor hereby agrees to submit such evidence of insurance coverage to the Company within _______ (___) days of execution of this Agreement. 10.00 ASSIGNMENT 10.01 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. 11.00 TERMINATION OF AGREEMENT 11.01 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 thirty (30) days after the date of written notice, then this Agreement may be terminated immediately by written notice of termination given by the complaining party. 11.02 The Company may terminate this Agreement by written notice to take effect immediately upon receipt of it by the Subcontractor, unless otherwise provided if: © Copyright 2013 Docstoc Inc. 6 (i) the Subcontractor is in breach of section 4 of this Agreement relating to confidential matters; or (ii) the Subcontractor becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a receiver is appointed of its business; or a voluntary or involuntary petition in bankruptcy is filed or proceeding for the re-organization or winding-up of the Subcontractor are instituted; or (iii) the Subcontractor attempts to assign or cede an interest in this Agreement or without the prior consent of the Company; or (iv) the Subcontractor comes under the direct or indirect control of any company or person who does not control it at the date of execution of this Agreement; or (v) the Subcontractor is grossly negligent in carrying out its duties hereunder; or (vi) the Subcontractor or its employees are engaged in any fraudulent or illegal activity. 11.03 The provisions of this entire section 11.00 shall not in any way restrict the rights of either party hereto to terminate this Agreement pursuant to any other paragraph in this Agreement. 12.00 INDEPENDENT CONTRACTOR 12.01 The Subcontractor shall have the sole direction of the work covered by this Agreement and shall be responsible for the manner in which that said work is done, for the method employed in doing the same and for all acts and things done in the performance of the Subcontractor’s obligations hereunder, except for departing from the Subcontractor’s normal practices which may be requested by the Company from time-to-time. Nothing contained in this Agreement and the relationship created between the parties hereby shall, directly, or indirectly, constitute the Subcontractor as agent or servant or employee of the Company and further, nothing herein shall operate or be construed to relieve the Subcontractor of any duties or obligations imposed upon it as an independent contractor. 13.00 INTERPRETATION 13.01 This Agreement constitutes all of the agreements between the Subcontractor and the Company 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 © Copyright 2013 Docstoc Inc. 7 of this Agreement shall be deemed or shall constitute a continuing waiver unless expressly provided. 13.02 Headings are not to be considered part of this Agreement, and are included solely for convenience of reference and are not intended to be full or accurate descriptions of the contents of any section. 13.03 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. 13.04 This Agreement shall be governed by and construed in accordance with the laws of the Province/State of _________________. 13.05 Severability. 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 severed. IN WITNESS WHEREOF the parties have hereunto set their respective hands and seals as at the date written above. (SUBCONTRACTOR) Per: Name: _______________________ Title: __________________ I have authority to bind the Company. (COMPANY) Per: Name: ____________________ Title: ______________________ I have authority to bind the Company. © Copyright 2013 Docstoc Inc. 8
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