This is an agreement between a system programmer and a company that wants to hire
the programmer to provide services. Customize the information of the parties, the
compensation rate, payment procedure, termination specifications, the type of service
that will be provided, and much more. This agreement is ideal for small businesses that
want to hire a system programmer. In addition, this agreement can also be used by
system programmers that want to provide consumers with an organized and thorough
SYSTEMS PROGRAMMING AGREEMENT
THIS SYSTEMS PROGRAMMING AGREEMENT (hereinafter referred to as the
“Agreement”) is made and entered into as of ___________________, [Instructions: Insert the
date of this agreement] by and between ____________________________ [Instructions:
Insert the Customer’s name] (hereinafter referred to as the “Customer”), with its principal
place of business located at __________________________________________, [Instructions:
Insert the Customer’s address] and ___________________________ [Instructions: Insert the
Supplier’s name] (hereinafter referred to as the “Supplier”), with its principal place of business
located at ___________________________________________. [Instructions: Insert the
WHEREAS, Customer conducts a ___________________________ [Instructions: Describe
the Customer’s business] at the address set forth above, and requires
system programming services on a continuing basis; and
WHEREAS, Supplier is engaged in the business of systems programming and analysis and
maintains an office at the address set forth above; and
WHEREAS, Supplier agrees to provide the required services to Customer according to the terms
and conditions of this Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:
1. DESCRIPTION OF WORK
Supplier shall provide systems programming and analysis services and such support
documentation or materials as specified in this Agreement pursuant to the charges, terms, and
conditions of this Agreement and as may be agreed to from time to time in project description
orders which, as issued and accepted by both parties, shall be incorporated into this Agreement.
Such services shall be performed at Supplier’s place of business set forth above and shall consist
of the following from time to time:
A. Performing systems studies to develop computer applications;
B. Analyzing user operations;
C. Developing system specifications;
D. Coding and testing programs;
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E. Preparing technical and user documentation;
F. Providing user training and support;
G. Performing systems analysis studies and developing systems specifications; and
H. Writing and testing computer programs.
[Instructions: Add or remove services above that will be provided under this agreement]
A. Customer shall pay for the services provided by Supplier in accordance with the
following rates or at the following fixed fees and at the rates or fixed fees set forth in
subsequent projection description orders made pursuant to this Agreement.
B. Customer shall pay Supplier for all services specified under this Agreement according to
the payment schedule set forth in Exhibit A attached hereto and made a part hereof.
C. Rates quoted on a time and material basis are subject to change at any time
following __________ days [Instructions: Insert the number of days written notice
required to change rates] written notice by Supplier, except as may be expressly
provided for in any project description order.
D. Customer shall reimburse Supplier for disbursements such as travel expenses, telephone
calls, supplies, transportation, and secretarial and messenger services, where Customer
has provided prior authorization or where reasonably incurred by Supplier as the result of
an error or omission by Customer, and for additional reasonable expenses incurred by
Supplier in making changes requested by Customer in the services to be performed in any
project description order.
E. Invoices covering services performed and charges incurred by Supplier will be issued on
a _____________________ [Instructions: Insert the Supplier’s invoice frequency. e.g.
weekly, bi-weekly, monthly, etc.] basis and are payable
within _____________________ [Instructions: Insert the amount of time after an
invoice is issued that payment will be due. e.g. 10 days, 21 days, 30 days, etc.] of the
3. PERSONNEL OF SUPPLIER
A. The personnel assigned by Supplier to perform the services described in any project
description order under this Agreement will be qualified to perform the assigned duties.
Supplier reserves the right to determine which of its personnel shall be assigned to any
particular project and to replace or reassign such personnel during a project.
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B. Supplier assumes responsibility for its personnel providing services under this Agreement
and will make all deductions required of employers by state, federal, and local laws,
including deductions for social security and withholding taxes, and contributions for
unemployment compensation funds, and shall maintain worker's compensation and
liability insurance for each of them.
C. Supplier further reserves the right to subcontract to qualified third persons any part or all
of the performance of the services described in any project description order under this
4. SOLICITATION OF EMPLOYEES BY CUSTOMER
Customer shall not, during the term of this Agreement nor a period of _____________________
[Instructions: Insert the length of time after termination that Customer will be prohibited
from soliciting Supplier’s employees] after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by
Supplier during the term of this Agreement, without the prior written consent of Supplier.
5. RELATIONSHIP OF PARTIES
A. The parties intend that an independent contractor-employer relationship be created by this
Agreement. The conduct and control of the work will lie solely with Supplier. However,
Supplier shall perform such work in accordance with currently approved methods and
procedures for systems programming and related services. Supplier shall be free to
contract for similar services to be performed for other Customers while under contract
B. Supplier is not to be considered an agent or employee of Customer for any purpose and
will not be entitled to any of the benefits Customer provides for its employees.
6. DATA SAFEGUARDS
All written information, submitted by Customer to Supplier in connection with services
performed by Supplier under this Agreement, which is identified as proprietary information, will
be safeguarded by Supplier to at least the same extent as Supplier safeguards like information
relating to its own business. If such data is publicly available, is already in Supplier's possession
or known to it, or is rightfully obtained by Supplier from third parties, Supplier shall bear no
responsibility for its disclosure, inadvertent or otherwise.
7. PROPERTY RIGHTS
A complete set of all documentation developed by Supplier pursuant to the services performed
under this Agreement shall be made available to Customer on completion or termination of each
project description order, and shall become the sole property of the Customer. Supplier reserves
the right; however, to subsequently use any ideas and techniques as may be developed during the
course of the services provided.
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A. The initial term of this Agreement shall commence on _____________________
[Instructions: Insert the start date of this agreement] and shall continue
until _____________________ [Instructions: Insert the end date of this agreement]
unless terminated by mutual agreement or by either party for cause by the giving of
B. In the event of termination, Customer shall pay for all services performed and
disbursements made by Supplier to the effective date of termination.
9. LIABILITY OF SUPPLIER
A. Supplier shall not be liable for any damages caused by delay in rendering performance
under this Agreement arising from any cause beyond the reasonable control of Supplier,
or as a result of strikes, or work stoppage.
B. Supplier shall not be liable for breach of warranty, express or implied, including, but not
limited to, any warranties of merchantability or fitness, nor for negligence in respect to
any performance by Supplier pursuant to this Agreement. Supplier shall in no event be
liable for any incidental, special or consequential damages, unless otherwise expressly
agreed to in writing.
C. In no event shall Supplier’s liability for any services performed under this Agreement
exceed the amount of money paid by Customer to Supplier under the project description
order covering such services.
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the
validity of any other provision. If any provision of this Agreement is held to be invalid, the
parties agree that the remaining provisions shall be deemed to be in full force and effect as if
they had been executed by both parties subsequent to the expungement of the invalid provision.
11. NO WAIVER
The failure of either party to this Agreement to insist upon the performance of any of the terms
and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions
of this Agreement, shall not be construed as subsequently waiving any such terms and
conditions, but the same shall continue and remain in full force and effect as if no such
forbearance or waiver had occurred.
12. GOVERNING LAW
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This Agreement shall be governed by, construed, and enforced in accordance with the laws of
the State of _____________________. [Instructions: Insert the state’s laws that will govern
Unless provided herein to the contrary, any notice provided for or concerning this Agreement
shall be in writing and shall be deemed sufficiently given when sent by certified or registered
mail if sent to the respective address of each party as set forth at the beginning of this
14. ATTORNEY’S FEES
In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the
action shall pay to the successful party, in addition to all the sums that either party may be called
on to pay, a reasonable sum for the successful party's attorney fees.
15. MANDATORY ARBITRATION
Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this
Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the
parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators
shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The
arbitration shall be governed by the rules of the American Arbitration Association then in force
16. ENTIRE AGREEMENT
This Agreement shall constitute the entire agreement between the parties and any prior
understanding or representation of any kind preceding the date of this Agreement shall not be
binding upon either party except to the extent incorporated in this Agreement.
17. MODIFICATION OF AGREEMENT
Any modification of this Agreement or additional obligation assumed by either party in
connection with this Agreement shall be binding only if placed in writing and signed by each
party or an authorized representative of each party.
18. ASSIGNMENT OF RIGHTS
The rights of each party under this Agreement are personal to that party and may not be assigned
or transferred to any other person, firm, corporation, or other entity without the prior, express,
and written consent of the other party.
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This Agreement may be executed in any number of counterparts, each of which shall be deemed
to be an original, but all of which together shall constitute but one and the same instrument.
20. COMPLIANCE WITH LAWS
In performing under this Agreement, all applicable governmental laws, regulations, orders, and
other rules of duly-constituted authority will be followed and complied with in all respects by
WITNESS our signatures as of the day and date first above stated.
I have authority to bind the Company
I have authority to bind the Company
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[Instructions: Insert a payment schedule that outlines when, how, and how much the
Supplier will be paid for the services under this agreement]
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