Fixed Rate Consulting Contract

This is a generic technology contract. It includes an overview of the project, including estimated time, cost, and team members. It then outlines general terms, including payment requirements, client ownership of deliverables, and limitation of liability on both parties.

Technology Consulting Contract

Receiver Company

Sender Company

Engagement Details

Project Description

Description

Deliverables

Deliverables

Project Timeline

Timeline

Staffing, Process and Professional Fees

Staffing

1 fulltime-equivalent architect, plus QA and developers as appropriate.

Process

Development occurs in two week sprints. At the beginning of the sprint, tasks will be agreed upon and estimated, and at the end, the completed features will be delivered and an invoice submitted.

Professional Fees & Expenses

Sender Company will charge Rate per Week for the project.

Receiver Company will pay for any recurring monthly service fees, estimated to be $Hosting Fees/mo.

This fee does not include travel costs as, presently there is no need for travel.

Receiver Company shall make an initial payment of Deposit, which will be deducted from the final billing. Payments to Sender Company must be made within seven (7) days of receipt of proper invoice. Receiver Company will pay any and all monies owed to Sender Company in the event of a termination of services.

* * * * *

General Business Terms

1 Services. It is understood and agreed that the services provided by Sender Company, hereafter referred to as "Service Provider", may include advice and recommendations, but all decisions in connection with the implementa­tion of such advice and recommendations shall be the responsibility of, and made by, Receiver Company, hereafter referred to as "Client".

2 Payment of Invoices. Properly submitted invoices are due within Payment Terms of the date of receipt of a correct invoice. Without limiting its rights or remedies, Service Provider shall have the right to halt or terminate entirely its services if payment is not received (i) on undisputed invoiced amounts that remain unpaid Payment Terms after the due date, and (ii) on disputed invoiced amounts that remain unpaid sixty (60) days after the due date.

3 Term. Unless terminated sooner in accordance with its terms, this engagement shall terminate on the completion of Service Provider’s services hereunder. Either party may terminate this engagement at any time by giving written notice to the other party not less than two (2) weeks before the effective date of termination, provided that, for termination for cause, the breaching party shall have the opportunity to cure within such period.

4 Ownership.

a Service Provider Technology. Service Provider has created, acquired or otherwise has rights in, and may, in connection with the performance of services hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-how, and techniques (including, without limitation, models; templates; the generalized features of the structure, sequence and organization of software; user interfaces and screen designs; general purpose consulting and software tools, utilities and routines; and logic, coherence and methods of operation of systems) (collectively, the “Service Provider technology”).

b Ownership of Deliverables. Except as provided below, upon full and final payment to Service Provider hereunder, the tangible items specified as deliverables or work product in the engagement letter to which these terms are attached (the “Deliverables”) will become the property of Client. To the extent that any Service Provider technology is contained in any of the Deliverables, Service Provider hereby grants Client, upon full and final payment to Service Provider hereunder, a royalty-free, fully paid-up, worldwide, non?exclusive license to use such Service Provider technology in connection with the Deliverables.

c Ownership of Service Provider Property. To the extent that Service Provider utilizes any of its property (including, without limitation, the Service Provider technology or any hardware or software of Service Provider) in connection with the performance of services hereunder, such property shall remain the property of Service Provider and, except for the license expressly granted in Paragraph 4(b), Client shall acquire no right or interest in such property. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that (a) Service Provider will own all right, title, and interest, including, without limitation, all rights under all copyright, patent and other intellectual property laws, in and to the Service Provider technology and (b) Service Provider may employ, modify, disclose, and otherwise exploit the Service Provider technology (including, without limitation, providing services or creating programming or materials for other clients). Service Provider does not agree to any terms that may be construed as precluding or limiting in any way its right to (a) provide consulting or other services of any kind or nature whatsoever to any person or entity as Service Provider in its sole discretion deems appropriate.

5 Limitation on Warranties. This is a services engagement. Service Provider warrants that it has all necessary rights to provide the Deliverables, the Service Provider technology and the services as provided hereunder and Service Provider will perform the services hereunder in a professional manner.

6 Limitation on Damages. Client agrees that Service Provider and its personnel shall not be liable to Client for any claims, liabilities or expenses relating to this engagement for an aggregate amount in excess of the fees paid by Client to Service Provider for work performed pursuant to this engagement, and Client and its personnel shall not be liable for any claims, liabilities, or expenses relating to this engagement for an aggregate amount in excess of the amounts paid or payable by Client to Service Provider for work performed pursuant to this engagement. The preceding sentence shall not apply to (i) breaches of a party’s obligations set forth in the Confidentiality Agreement or (ii) Service Provider’s indemnity obligations under Section 4(d) above. In no event shall Client or Service Provider or their respective personnel be liable for consequential, special, indirect, incidental, punitive or exemplary loss, damage or expense relating to this engagement. In furtherance and not in limitation of the foregoing, Service Provider will not be liable in respect of any decisions made by Client as a result of the performance by Service Provider of its services hereunder. The foregoing provisions shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence), or otherwise.

7 Cooperation.

a Client shall cooperate with Service Provider in the performance by Service Provider of its services hereunder, including, without limitation, providing Service Provider with reasonable facilities and timely access to data, information and personnel of Client.

b Client shall be responsible for the performance of its employees and agents and for the accuracy and completeness of all data and information provided to Service Provider for purposes of the performance by Service Provider of its services hereunder.

8 Force Majeure. Service Provider shall not be liable for any delays resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.

9 Limitation on Actions. No action, regardless of form, arising under or relating to this engagement, may be brought by either party more than one year after the cause of action has accrued, except that an action for non-payment may be brought by a party not later than one year following the date of the last payment due to such party hereunder.

10 Independent Contractor. It is understood and agreed that each of the parties hereto is an independent contractor and that neither party is, nor shall be considered to be, an agent, distributor or representative of the other. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.

11 Survival. The provisions of Paragraphs 1 through 7 and 9 through 15 hereof shall survive the expiration or termination of this engagement.

12 Assignment. Except as provided below, neither party may assign, transfer or delegate any of the rights or obligations hereunder without the prior written consent of the other party. Service Provider may assign or subcontract its rights and obligations hereunder to any affiliate of Service Provider, without the consent of Client.

13 Entire Agreement. These terms, and the Proposal or Engagement Letter, to which these terms are appended, including the exhibits, constitutes the entire agreement between Service Provider and Client with respect to the subject matter hereof and supersedes all other oral and written representations, understandings or agreements relating to the subject matter hereof.

14 Governing Law and Severability. These terms, and the proposal, engagement letter or contract to which these terms are appended, including the exhibits, shall be governed by, and construed in accordance with, the laws of the State of New York (without giving effect to the choice of law principles thereof). If any provision of these terms is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein.

If you have any questions, please contact Sender Contact Name at Sender Contact Phone. If the above is in accordance with your understanding and wishes, you may indicate your approval in the space provided below.

Sender Company

Sender Name

Date

Receiver Company

Receiver Company Contact

Date

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