Full Standard Contract

My standard contract template, adapted from Contract Killer 3: http://stuffandnonsense.co.uk/projects/contract...

Date: [date]

Between me: Greenleaf Software Corporation, and you: [client name]

Summary:

I’ll always do my best to meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. I want a simple agreement that’s best for both parties, now and in the future.

So in short;

You ([client name]) located at [client address], are hiring me (my company) located at my address to perform development of a Rails application.

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 organisation. You'll determine the development tasks I should focus on and give me everything I need to do my work. You'll review my work and provide feedback in a timely manner. You also agree to stick to the payment schedule set out at the end of this contract.

Me: I have the experience and ability to do everything I’ve agreed with you and I’ll do it all in a professional and timely manner. As a developer, you can expect me to produce quality code conformant to web standards and established best practices in the software development community. I always strive to develop clean, elegant, and well-factored solutions to problems. I’ll endeavour to meet every deadline we agree upon and on top of that I'll maintain the confidentiality of everything you give me.

Getting down to the nitty gritty

Development

I will be description of services

I prefer established, vetted code whenever it solves a problem, so I may use third-party packages published under permissive Open Source licenses. I adhere to the best practices of the Rails community and will strive to make my work predictable, organized, and fluent so that it is always easily maintained.

I will send you updates on the work I've completed and let you review it at any time. If, at any stage, you’re not happy with the arrangement, you’ll pay me in full for the hours I've worked and cancel this contract.

Design

I am not a designer, so while I can sling CSS as necessary, you are not hiring me to create a look and feel for your website, or to create graphic elements or branding. When working on visual elements, I will let you know what can reasonably be accomplished with CSS, and we will work together to find the solution that best fits your website.

Copyrights

First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them.

Then, when your final payment has cleared, copyright will be automatically assigned as follows:

You’ll own the source code and any other artifacts I create during the time I am working on this project. I’ll give you all the source code and any other assets, and you should keep them somewhere safe as I'm not required to keep a copy. Any third-party packages retain their original licenses.

If I want to extract some part of the code I wrote for you and share it with the world, I will ask your permission to release it under a permissive Open Source license. I will clear the details with you and will not disclose any confidential information.

Payments

How I bill

I bill per hour at a rate of $[hourly rate] per hour. Each line item will be described on the invoice, and time is specified in units of 0.1 hour. Time billed constitutes development time, meeting/working-session time, and any other time I spend working on your project. In general, I will not bill for the time to write a quick email or respond to a instant message. I will bill for most synchronous communication, such as phone calls and meetings.

Payment & Invoicing

I'm sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.

I invoice as often as once per month. Payment should be postmarked within 14 days days of the invoice date.

You will own and pay for all hardware, hosting, and third-party services, so I do not expect to incur any expenses in the course of this project. If anything unexpected comes up, I will procure written approval from you in advance of incurring an expense. You will be invoiced for all reimbursable expenses, together with appropriate documentation evidencing such expenses. Reimbursable expenses shall be paid by you within 14 days of the date of invoice.

I will deliver invoices to you by email at [address].

I reserve the right to impose an interest charge equal to 1.5% per month on any fees or invoiced reimbursable expenses that remain unpaid after 14 days of invoice.

Legal stuff

I can’t guarantee that my work will be error-free and so I can’t be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised me of them. Just like a parking ticket, you can’t transfer this contract to anyone else without my permission. This contract stays in place and need not be renewed. Finally, if any provision of this contract shall be unlawful, void, invalid, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.

Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of the State of California.

The dotted line

Signed by my name on behalf of my company

Signed by [client representative] on behalf of [client name]

Everyone should sign and keep a copy for their records.

Public Document

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This is version 16, from 4 years ago.

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