Computer Programming Agreement

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									This Computer Programming Agreement is an agreement between a company and a
computer programmer, whereby the company pays a sum to the computer programmer
for services associated with the creation of computer program(s). This agreement
provides that the computer programmer is an independent contractor and not an
employee of the company. This document should be used by small businesses or other
entities that wish to hire an independent contractor to create computer programs.
               COMPUTER PROGRAMMING AGREEMENT
This Computer Programming Agreement (this “Agreement”) is hereby made on this
________________ day of ____________, ____ (the “Effective Date”) by and between
____________________ (“Programmer”) and _____________________________ (“Client”),
each of which are at times individual referred to herein as a “Party” and collectively as the
“Parties.”

WHEREAS, Client is desirous of obtaining computer programming services (the “Services”)
from Programmer; and

WHEREAS, Programmer has agreed to provide such Services to Client on the terms and
conditions contained herein.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt of which is hereby
acknowledged, the Parties hereto agree as follows:

1.00   SERVICES

1.01   Programmer has agreed to provide the following Services to Client:

       (i)     To design and develop all or part of various software on behalf of Client,
               including but not limited to, the designing, development, and programming of the
               software itself (the “Software”);

       (ii)    To design Software for Client, including but not limited to, all user manuals,
               instructional tutorials, and guides in relation to the use of the Software;

       (iii)   To perform any and all necessary testing of the Software;

       (iv)    To perform the installation of the Software on Client’s network, computers, or
               operating systems;

       (v)     To provide to Client a source code for the Software designed and developed by
               Programmer;

       (vi)    To provide to Client any and all information and documentation in relation to
               Programmer’s design and development of the Software; and

       (vii)   To provide to Client any and all other services as set forth in this Agreement.

1.02 Client and Programmer hereby agree that Programmer shall complete all Services for
Client by the _____ day of _________________, ________, or by such other time as the Parties
hereto may agree to in writing.
2.00     CONSIDERATION FOR SERVICES

2.01 Client and Programmer hereby agree that the consideration for all Services provided by
Programmer to Client shall be the sum of ____________________ dollars ($_____) (the
“Consideration”).

2.02 Client shall deliver the Consideration to Programmer upon the following schedule of
payments:

         (i)      [enter how Client shall pay Consideration to Programmer if Client is to
                  advance portions of the Consideration in intervals]
         (ii)
         (iii)

2.03 Client shall deliver the Consideration to Programmer (upon completion of the Services)
by way of certified check, bank draft, direct deposit, wire transfer, or by such other means as the
Parties hereto may agree to in writing.

2.03 Client hereby agrees to reimburse Programmer for any and all reasonable out-of-pocket
expenses incurred by Programmer in respect to or associated with Programmer’s completion of
the Services.

2.04 Upon the request of Client, Programmer shall deliver to Client copies of invoices for all
reasonable out-of-pocket expenses incurred by Programmer in respect to or associated with
Programmer’s completion of the Services.

3.00     TERM OF AGREEMENT

3.01 Client and Programmer hereby agree that the term (the “Term”) of this Agreement shall
commence upon the date of execution of this Agreement and shall continue for a period of
___________ (___) months/years.

3.02 Client shall have the option to renew this Agreement upon the expiration of the Term,
unless this Agreement is terminated in writing by either Party giving the other Party ________
(___) days notice and for as long as either Party is not in default of this Agreement.

4.00     PERFORMANCE OF SERVICES

4.01 The Services contemplated herein shall be completed by Programmer in a professional
and timely manner and in accordance with the specific hours to be worked by Client or such
other hours as Client and Programmer may agree to in writing.

4.02 Programmer hereby agrees that it shall work as many hours as may be reasonably
required to complete the Services contemplated herein.

5.00     LIMITED LIABILITY AND WARRANTY

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5.01 Upon completion of the Services to be provided by Programmer for Client, Programmer
hereby acknowledges that, to the best of its ability, the Services will be free and clear of defects
or imperfections for a period of ________ (____) days from the date of completion of the
Services.

5.02 Programmer shall only be responsible for errors that are reproducible in the Services as
delivered by Programmer and not for any errors that are a result of other programs or hardware
of Client or for any changes not made by Programmer.

5.03 Programmer hereby disclaims any and all other warranties of any kind or nature as to the
Services provided, including any warranty of merchantability.

5.04 Client hereby agrees to indemnify and hold Programmer harmless for any and all claims,
liabilities, or damages arising from or related to any alleged or actual illegal use of the Services.

6.00     TERMINATION OF AGREEMENT

6.01 Either Party has the right, at any time to, terminate this Agreement if the other Party
breaches or is in default of any of its obligations herein and such default is either incapable of
cure or although capable of cure, has not been cured by the breaching Party within _______
(___) days after receipt of notice of such default.

6.02 Either Party may terminate this Agreement by written notice to the other Party in the
event that the Party providing such written notice becomes bankrupt, insolvent, or is subject to
any proceedings under any bankruptcy or insolvency laws, whether domestic for foreign.

6.03 Should either Party become insolvent, or be placed in receivership or bankruptcy, this
Agreement shall terminate without further compensation to either Party.

6.04 In the event that either Party hereto is unable to perform any of its obligations hereunder,
or to enjoy any of its benefits due to a natural disaster or communications failure that is not the
fault of the affected Party, the affected Party shall immediately give notice to the other Party and
shall do and commence all reasonable actions to resume its performance under this Agreement.

6.05 Should this Agreement terminate for any reason whatsoever, Programmer hereby agrees
to return to Client immediately, any and all documentation in its possession that is the property
of Client, including but not limited to, all records, reports, and data.

7.00     RELATIONSHIP

7.01 Programmer hereby acknowledges and agrees that it is an independent contractor with
respect to the Services to be performed and at no time or times shall be considered an employee
of Client.




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7.02 Programmer hereby agrees that at no time shall Client provide Programmer with benefit
to which an employee of Client would normally be entitled, including, but not limited to, medical
or dental benefits.

8.00      INTELLECTUAL PROPERTY RIGHTS

8.01 Programmer hereby acknowledges and agrees that it shall not hold any intellectual
property rights in or to any of the Services to be performed pursuant this Agreement and that all
intellectual property rights to the Services shall be assigned and transferred to Client upon
completion of same.

9.00      CONFIDENTIALITY

9.01     Programmer hereby agrees that it will not knowingly provide or distribute any
confidential information of Client to any third party, including but not limited to, any operational
results.

9.02     Programmer and Client hereby agree not to disclose any information contained herein to
any third party or otherwise use any confidential information disclosed to either, except as
expressly permitted under this Agreement. Programmer and Client will take all reasonable
measures and actions to maintain the confidential information in the possession or control of
each.

9.03     The confidentiality provisions of this Agreement shall remain in full force and effect for
a period of ___________ (___) years after termination of this Agreement.

10.00      DISPUTE RESOLUTION

10.01 Any dispute or claim related to or arising from this Agreement, its performance, breach,
interpretation, validity, or enforceability, shall be exclusively (except as provided below)
resolved by final binding arbitration before the American Arbitration Association (AAA),
utilizing AAA Commercial Arbitration Rules.

10.02 The arbitrator shall be selected using AAA procedures. The Arbitrator shall render
written decision within thirty calendar days of the hearing. The arbitrator will not award
attorneys’ fees or punitive, incidental, consequential, treble, or other multiple or exemplary
damages, and the Parties hereby agree to not seek such damages.

10.03 Arbitration awards shall be final, binding, and non-appealable, with the exception of the
grounds for appeal guaranteed by the Federal Arbitration Act and applicable laws. All awards
may be filed with one or more courts—state, federal, or foreign—having jurisdiction over the
Party against whom such award is rendered or its property, as a basis of judgment and as of the
issuance of execution for its collection.

11.00      NOTICES



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11.01 Any notice, certificate, consent, determination, or other communication required or
permitted to be given or made under this Agreement shall be in writing and shall be effectively
given and made if: (i) delivered personally, (ii) sent by prepaid courier service or mail, or (iii)
sent prepaid, by fax or other similar means of electronic communication, to the following
addresses:

If to Client:
________________________
________________________
Facsimile: (____) ________

With a copy to:
_______________________ (Attorney)
_______________________
Attention: ______________
Facsimile: (_____) ________

If to Programmer:
________________________
________________________
Facsimile: (____) ________

With a copy to:
_______________________ (Attorney)
_______________________
Attention: ______________
Facsimile: (_____) ________

11.02 Any such communication so given or made shall be deemed to have been given or made
and received on the day of delivery if delivered, or on the day of faxing or sending by other
means of recorded electronic communication, provided that such day, in either event, is a
business day and the communication is so delivered, faxed, or sent prior to _____ p.m. on such
day. Otherwise, such communication shall be deemed to have been given, made, and received
on the next following business day. Any communication sent by mail shall be deemed to have
been given, made, and received on the ____ business day following the mailing thereof;
provided, however, that no such communication shall be mailed during any actual or
apprehended disruption of postal services. Any such communication given or made in any other
manner shall be deemed given, made, and received only upon actual receipt.

11.03 Any Party may from time to time change its address under Article 11.01 by notice to the
other Party given in the manner provided by this Article.

12.00     GENERAL PROVISIONS




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12.01 Except as otherwise set out herein, the Parties shall be responsible for their own legal
and other expenses incurred in connection with the negotiation, preparation, execution, delivery,
and performance of this Agreement.

12.04 This Agreement shall inure to the benefit of, and be binding on each of, Client and
Programmer, their respective successors, and permitted assigns.

12.05 This Agreement (together with all other agreements or documents executed by Client
and Programmer in connection with this Agreement) constitutes the entire agreement between
Client and Programmer pertaining to the subject matter herein and supersedes all prior
agreements, understandings, negotiations, and discussions, whether oral or written, including,
without limitation, any confidentiality agreements been entered into between Client and
Programmer prior to the date hereof.

12.06 Any provision of this Agreement which, as it may relate to Client or Programmer, is
prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the
extent of such prohibition or unenforceability and shall be severed from the balance of this
Agreement without affecting the remaining provisions of this Agreement or the validity or
enforceability of such provision in any other jurisdiction.

12.07 This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which taken together shall be deemed to constitute one and
the same instrument. Counterparts may be executed either in original or faxed form and the
Parties adopt any signatures received by a fax machine as original signatures of the Parties;
provided, however, that any Party providing its signature in such manner shall promptly forward
to the other Party an original of the signed copy of this Agreement so faxed.

12.08 This Agreement shall be governed by and construed in accordance with the laws of the
State of ________________.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective
Date first set forth above.



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                                                                 Title:




                                                                 Name:
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