Computer Consulting Subcontract

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Computer Consulting Subcontract Powered By Docstoc
					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.




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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.



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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




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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




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        (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:



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        (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




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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.




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DOCUMENT INFO
Description: 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.
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