Consulting and Website Development Agreement

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									Consulting and Website
Development Agreement
This Consulting and Website Development Agreement is an agreement between a
website developer and a client. It sets forth the material terms of the agreement
including the services to be provided, compensation, ownership of proprietary
information and confidentiality. In its draft form, this document contains numerous
standard clauses commonly used in these types of agreements, as well as opportunities
for customization to address the specific needs of the parties. This document should be
used by website consultants, developers or their clients when entering into service
                 Website Consulting and Development Agreement

This Website Development Agreement (“Agreement”) is made and entered into on this enter
date here by and between Developer Name (“Consultant”), and Client Name (“Customer”).
Customer desires to receive the services of Consultant, acting as an independent contractor and
not as an employee, joint venturer, partner or any other legal relationship, to perform certain
services in connection with the development of the Customer’s software and web site.

For good and valuable consideration, including the mutual agreements and covenants contained
in this Agreement, the Consultant and the Customer hereby agree to the following terms,
covenants and conditions:
                                        ARTICLE I.


1.1    Customer hereby appoints and retains the services of the Consultant, and Consultant
       accepts such appointment, to perform the services described in Exhibit “A” attached
       hereto and made a part hereof, in connection with the design and development of the
       Customer’s web site and accompanying software (the Site and/or Software) (collectively
       the “Consulting Services”). This Agreement shall only cover the specific services
       described in Exhibit “A” and shall not include any other services that may be performed
       or provided by the Consultant. Any services beyond those described in Exhibit “A” shall
       be subject to separate agreement between the parties and a separate schedule of
       compensation to be paid by Customer for such services. Notwithstanding the above, the
       parties by written and or electronic agreement between them may expand the scope of
       services to be performed subject to this Agreement.

1.2    Consultant shall promptly perform the services described herein and meet any delivery
       dates or project deadlines agreed to by the parties and provide services that are in
       compliance with agreed specifications and project parameters. All services shall be
       provided in a professional and workmanlike manner and in compliance with standard
       industry standards and by qualified and experienced personnel secured by the Consultant.

1.3    Consultant shall continually communicate with the Customer regarding progress made by
       the Consultant in performing the services.

1.4    Consultant represents and warrants that it has no current commitments or obligations that
       will conflict with or otherwise interfere with or impede the performance of the services
       called for under this Agreement. In addition, Consultant represents and warrants to
       Customer that: (i) the Site and Software when delivered or accessed by the Customer will
       be free from material defects, and from viruses, logic locks and other disabling devices or
       code, and in particular will not contain any virus, Trojan horse, worm or other software
       routine or hardware component which could permit unauthorized access, disable, erase or
       otherwise harm the Site and/or Software or any other software, hardware or data, cause
       the Software or Site or any other software or hardware to perform any functions other
       than those specified in this Agreement, halt, disrupt or degrade the operation of the
       software or site or any other software or hardware; or perform any other such actions, (ii)
       the documentation will be free from material defects and will support the use of the site
       and software, (iii) the use and proposed use of the Software or Site by Customer or any
       third party does not and will not infringe, and Consultant has not received any notice,
       complaint, threat or claim alleging infringement of, any patent, trade mark, trade name,
       copyright, industrial design, trade secret relating to the Software or Site or proprietary
       right of any other person in the Software or Site, and the use of the Software or Site will
       not include any activity which may constitute passing off, (iv) all Services provided by
       Consultant shall be performed in a competent, professional and timely manner by
       qualified and property trained personnel and shall be provided in a manner consistent
       with industry practice and in accordance with the terms of this Agreement and (vii) for a
       period of twelve months from the date of acceptance of the Site and Software by
       Customer, the Software and Site will operate in all material respects in accordance with
       the Specifications set out in Exhibit “A” attached hereto.

                                         ARTICLE II.

                             SCHEDULE OF COMPENSATION

Customer shall compensate the Consultant at the rates set forth in the Compensation Schedule
attached hereto as Exhibit “B” or as agreed between the parties in any written amendment

                                         ARTICLE III.


3.1    Consultant expressly acknowledges and agrees that any and all proprietary materials
       created by Consultant in the scope of providing service hereunder shall be created as
       “works made for hire” as defined in the United States Copyright Act and that Customer
       shall be the true and lawful owner of all copyrights and other proprietary rights in and to
       such items and shall be considered to be the sole and exclusive author of such materials
       within the meaning of the United States Copyright Act. These items shall include, but
       shall not be limited to any and all deliverables resulting from the Consultant’s services or
       contemplated by this Agreement, all tangible results and proceeds of the Consultant’s
       services, work in progress, records, diagrams, notes, drawings, specifications, schematics,
       documents, designs, improvements, inventions, discoveries, developments, trademarks,
       trade secrets, customer lists, databases, software, programs, middleware, applications,
       solutions, (collectively referred to as "Proprietary Products") conceived, made or
       discovered by Consultant, solely or in collaboration with others, during the period of this
       Agreement which relate in any manner to the service provided by the Consultant to the

3.2    Furthermore, Consultant agrees to execute any and all documents and take all other
       actions necessary to vest full rights and ownership of such materials and the copyrights,
       patents, or other proprietary rights therefore in the Customer, including but not limited to

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      executing confirmations of the work for hire status of the Consultant, executing copyright
      assignments irrevocably and fully assigning all copyrights to the Customer. Consultant
      hereby waives any other rights in and to such Proprietary Products that may attach or
      arise under any federal, state, local, international laws or the laws of any other country or
      jurisdiction, including but not limited to so-called "moral rights."

3.3   In the event that Consultant intends or plans to integrate any work that was previously
      created by the Consultant into any work product to be created in furtherance of the
      performance of services hereunder, the Consultant shall first provide written notice to the
      Customer and seek customers written approval of the incorporation of such items. In the
      event that Customer consents, in its reasonable discretion, to the incorporation of such
      items into the work product to be created for the Customer, the Customer is hereby
      granted a worldwide, royalty free, perpetual, irrevocable license to use, distribute,
      modify, publish, and otherwise exploit the incorporated items in connection with the
      work product that is developed for the Customer.

3.4   Consultants will not include any reference to his/her company or website on the
      Customer’s website.

                                        ARTICLE IV.

                            CONFIDENTIAL INFORMATION

4.1   Consultant will not, during or subsequent to the term of this Agreement, use Customer's
      Confidential Information for any purpose whatsoever other than the performance of the
      Services on behalf of Customer or disclose Customer's Confidential Information to any
      third party, without the advanced written authorization of the Customer. Consultant
      further agrees to take all reasonable precautions to prevent any unauthorized disclosure of
      such Confidential Information including, but not limited to, limiting access to such
      information to individuals within its organization that have a bona fide need to know of
      such information, having each employee of Consultant, if any, with access to any
      Confidential Information execute a nondisclosure agreement containing provisions and
      restrictions substantially similar to those contained in this Agreement.

      Consultant agrees that during and subsequent to the term of this Agreement any oral or
      written confidential information including, but not limited to, all source code developed
      for Customer, information related to data, figures, sales figures, projections, estimates,
      customer lists, cooperative agreements, inventions, trade or other secrets or any other
      information related to or arising from this affiliation SHALL BE CONSIDERED AND

4.2   Consultant shall not be permitted to make any press releases or disclose to any other
      party, in any marketing or advertising material or any other means of communication, the
      existence of the relationship between Customer and Consultant or the existence or any

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       terms of conditions of this Agreement without prior written authorization from the
       Customer, which may be withheld for any reason.

4.3    For purposes of this Agreement, the term “Confidential Information” means and includes:
       any and all proprietary information of any nature or kind, technical data, trade secrets or
       know-how, including, but not limited to, research, product plans, products, services,
       customers, customer lists, markets, software, developments, inventions, processes,
       formulas. technology, designs, drawings, engineering, hardware configuration
       information, marketing, finances or other business information disclosed by Customer
       either directly or indirectly in writing or orally. Confidential Information does not include
       information which (i) is known to Consultant at the time of disclosure to Consultant by
       Customer as evidenced by written records of Consultant, (ii) has become publicly known
       and made generally available through no wrongful act of Consultant or (iii) has been
       rightfully received by Consultant from a third party who is authorized to make such

4.4    Upon the termination or expiration of this Agreement, or upon Customer's earlier request,
       Consultant will deliver to Customer all of Customer's property or Confidential
       Information in tangible form that Consultant may have in Consultant's possession or

4.5    Injunctive Relief. The Parties acknowledge that breach of this Article 4, including
       disclosure of any Confidential information, or disclosure of other information which, by
       law, must remain confidential, will give rise to irreparable injury to the other Party or the
       owner of such information, inadequately compensable in damages. Accordingly, the
       non-disclosing Party may seek and obtain injunctive relief against the breach or
       threatened breach of the foregoing undertakings, in addition to any other legal remedies
       which may be available. The Parties acknowledge and agree that the covenants contained
       herein are necessary for the protection of legitimate business interests of the other Party
       and are reasonable in scope and content

4.6    Compliance with Laws. Consultant shall observe and comply with all present and future
       laws, ordinances, orders, rules, and regulations of all governmental or other agencies,
       departments, authorities, boards, or commission having jurisdiction over or related to this
       Agreement and the use of any information obtained as a result thereof.

                                          ARTICLE V.


Consultant will defend, indemnify, save and hold harmless Customer and the officers, directors,
agents, affiliates, distributors, franchisees and employees of Customer from any and all third
party claims, demands, liabilities, costs or expenses, including reasonable attorneys’ legal fees
(“Liabilities”), resulting from the Consultant’s material breach or alleged material breach of any
covenant, agreement, representation, or warranty of this Agreement.

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                                        ARTICLE VI.

                                TERM AND TERMINATION

6.1   This Agreement shall commence on the effective date hereof and shall remain in effect
      until the earlier of the completion of all services called for hereunder to be performed by
      the Consultant, or the earlier termination of this Agreement as provided in this Article VI.

6.2   This Agreement may be terminated by the Customer or Consultant, with or without
      cause, by giving 30 days written or electronic notice of such termination. During such 30
      day period, Consultant must continue to meet all obligations incurred under this

6.3   Customer may terminate this Agreement immediately upon notice to the Consultant in
      the event that the Consultant substantially breaches or defaults under any of Consultant’s
      obligations contained in this Agreement or if the Consultant is unable to or refuses to
      perform services hereunder.

6.4   Upon the effective date of any termination of this Agreement, all legal obligation, rights
      and duties arising out of this Agreement shall terminate except that: (i) the
      Confidentiality Restrictions, Ownership of Proprietary Rights Provisions,
      Indemnification, and Independent Contractor provisions of this Agreement shall continue
      to apply and shall survive the termination of this Agreement as ongoing covenants
      between the parties; (ii) Consultant shall have the continuing obligation to return to the
      Customer all tangible and intangible property of the Customer and all versions of any
      Proprietary Products of the Customer or developed for the Customer during the
      effectiveness of this Agreement; and (iii) Consultant shall have the ongoing duty and
      obligation to confirm in writing and take all reasonable steps to secure proprietary right in
      the Proprietary Products developed pursuant to this Agreement in the name and exclusive
      ownership of the Customer.

                                        ARTICLE VII.

                            MISCELLANEOUS PROVISIONS

7.1   Notices. Any notification or written communication required by or contemplated under
      the terms of this Agreement shall be in writing and shall deemed to be delivered if
      transmitted via Email at the Email addresses listed below. Addresses and Email addresses
      for such notices shall be:

             If to Consultant: consultant’s email address

             If to Customer: client’s email address

7.2   Governing Law and Jurisdiction. The Agreement will be interpreted, construed and
      enforced in all respects in accordance with the laws of the state of

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       ___________________. Each Party consents to the exclusive jurisdiction of the federal
       and state courts located in ______________________, in connection with any action to
       enforce the provisions of this Agreement, to recover damages or other relief for breach or
       default under this Agreement or otherwise arising under or by reason of this Agreement.

 7.3   Entire Agreement. This Agreement sets forth the entire agreement and understanding of
       the Parties relating to the subject matter herein and supersedes all prior discussions or
       agreements between them, including without limitation the License Agreement. No
       modification of or amendment to this Agreement, nor any waiver of any rights under this
       Agreement, shall be effective unless in writing and signed by the Parties.

 7.4   Assignment. Except as hereinafter provided, neither Consultant nor Customer shall have
       the right to assign this Agreement without the prior written consent of the other party
       hereto, which consent shall not be unreasonably withheld. Customer shall have the right
       to assign this Agreement in connection with a merger of Customer into or with any other
       entity or a sale of all or substantially all of the assets of Customer. Any purported
       assignment not in accordance with this Article 7.4 shall be void and not merely voidable.
       When assigned as permitted above, the terms and conditions of this Agreement shall
       inure to the benefit of and be binding upon the respective successors and assigns of the
       parties hereto.

 7.5   Counterparts. This Agreement may be executed in one or more counterparts, each of
       which will be deemed an original copy of this Agreement and all of which, when taken
       together, will be deemed to constitute one and the same agreement. Further each party
       agrees to accept telefax signature pages as originals.

By signing below, I acknowledge reading, understanding, and accepting the statements

_______________________________                      ___________________________
Developer Name                                       Client Name

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                                EXHIBIT A

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                                          EXHIBIT B

Consultant will be paid on an hourly basis for all work performed for Customer. As a condition
precedent to Customer’s obligation to make payment under this Agreement, Consultant must
keep full, accurate and detailed records of all time spent on Customer’s project. Consultant will
deliver via email to the address specified hereinabove, a weekly summary of all tasks performed
and the precise amount of time spent on each task.

If all conditions to payment are met, Consultant will receive the following compensation:

   A. Dollar Amount Here
   B. Any Equity Consideration Here

© Copyright 2013 Docstoc Inc.                                                           9

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