Contract for client work.
We consultancy will always do our best to fulfill your needs and meet your expectations. It is likewise expected that you will provide resources necessary to complete our duties successfully and that payments will be made in a timely manner as specified in separate individual Work Proposals. The purpose of this agreement is to clarify responsibilities and expectations of both parties for the purpose of simplifying any possible future dispute, claim or conflict. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We have no desire to trick you into signing something that you might later regret. What we do want is what’s best for both parties, now and in the future.
So, in short:
You (client, located at client address) are hiring (consultancy, consultancy address) to develop software, design and architect technical solutions, train other team members, and otherwise lend our expertise.
What do both parties agree to do?
You: You have the authority to enter into this contract on behalf of yourself, your company or your organization. You will provide the necessary access to the technical resources and individual people within your company. You agree to stick to the payment schedule set out in subsequent Work Proposals.
Us: With your consent through individual Work Proposals we will provide our services in the form of source code contributions, operational tasks, training, expert advice, and creative works. We will respond to any concern within at least one business day when contacted through a medium agreed within each Work Proposal. We will make our best effort to respond as quickly as we can to urgent requests related to agreed work.
All source code, creative works, or intellectual property that we produce during time billed to you is owned by you and we relinquish all rights to reuse, redistribute, sell, or otherwise act on such property without your expressed permission.
All trade secrets, business critical communications and data that reaches us will be treated as confidential and will not be shared with any other party without your expressed permission.
What's not included
Although we would be happy to meet in person or by phone we can not guarantee our availability in this regard. We retain the right to agree to any individual meeting at our discretion.
Due to differences in work time schedules it is not always possible for us to respond to concerns or to answer questions in an immediate fashion via telephone, email, or any other communication medium.
Ownership of unbilled work
Any source code, creative works, or intellectual property that we produce during time not billed to your company will remain under our ownership. It is expected that any such work is unrelated to the core objectives outlined within individual Work Proposals. Examples may be but are not limited to open source software libraries, patents, or digital images.
Use of provided materials, services and methods
As professionals we are responsible for maintaining our own equipment and for paying for industry standard software licenses and services. Although we may choose on an individual basis to make use of provided materials, services and methods, sole use of any of these should not be expected without our expressed agreement.
Invoices will be sent to you each month for which there exists at least one agreed upon active Work Proposal. You agree to pay on invoices within 7 days from when they were sent.
Warranties and liability
We'll work hard provide high quality solutions to your satisfaction, but we can’t guarantee that our work will be free of defects.
Therefore, we can’t be liable to you or any third party for any damages. To the extent permitted by law, you will be fully responsible for any losses, even if we knew or should have known about them. Our total liability, including for any implied warranties, will be limited to the amount you paid us under this contract.
In legal terms, the solutions and services and otherwise any other work output is provided "as-is", and to the extent permitted by law, we exclude all warranties.
This contract is the entire agreement between you and us, and completely replaces any previous agreements.
You can’t transfer this contract to anyone else without our permission.
If it turns out part of this contract isn’t enforceable, you and we will remove that part, and it will not affect the rest of the contract.
If you and we have a dispute, the State of STATE's laws will apply.
This contract stays in place and need not be renewed. Either of us can end this contract at any time by notifying the other in writing.