Standard contract for software development engagements.
This Software Service Agreement (the “Agreement”) is made as of SIGN DATE between Sovilon Software Inc. with its principal place of business located at 74 Agincourt Rd, Vaughan, Ontario, L4L2Z9, (the "Contractor") and CLIENT_NAME, located at CLIENT_ADDRESS (the "Company").
WHEREAS, Company requests Contractor to perform services for it and may request Contractor to perform other services in the future; and
WHEREAS, the Company and Contractor desire to enter into an agreement, which will define respective rights and duties as to all services to be performed;
NOW, THEREFORE, in consideration of covenants and agreements contained herein, the parties hereto agree as follows:
Note: Here is where a high-level description of services provided is displayed.
Effective START_MONTH_DAY_YEAR Company shall retain Contractor and Contractor shall provide Company with services (the "Services"), which shall include, without limitation:
(a) Scope of Work / Work Order
Note: Here is where a more detailed description of the work is displayed. If the description is long enough, it can be referenced in an attached document.
The scope of work is as follows, or is defined in attached DOCUMENT_NAME_VERSION
(b) Acceptance Criteria
Note: This section describes the process of how you "accept" a work product delivery.
Services rendered by the Contractor, whether delivered all at once, in phases, stages or other forms of composition a deliverable may take, must be reviewed by Company within 15 business days (the "Review Timeframe") of notice of delivery by Contractor to Company in writing (the "Service Delivery"). Any feedback, rejection or dispute by the Company pertaining to the contents of the services delivered shall be communicated in writing to the Contractor (the "Acceptance Rejection Note"), and a negotiation in good faith shall proceed to resolve the dispute, provided that the justification for the rejection is communicated and is accordance with this Agreement. The Company hereby agrees that the absence of an explicit Acceptance Rejection Note in writing within the Review Timeframe after Service Delivery, whether by negligence or inability to review for any reason, shall deem the deliverables accepted.
Note: Expect changes to scope of work to occur over time. This section describes the process that requests for changes must go through.
(a) Change Requests. During the continuance of Services provided and related to Scope of Work, if a party wishes to alter, modify, expand, or change the scope of the Service or Scope of Work ("Change"), the parties shall comply with the procedures set forth in this Section 2. A designated representative of a party may request a Change by submitting to the other party or its designated representative a change request (the "Project Change Request") containing reasonable details of the requested Change. No Change shall be considered authorized unless the parties have executed and delivered a written amendment, modification or supplement to the applicable Work Order ("Change Order"), and the terms of such amended Work Order (i.e., Change Order) shall control over any inconsistent or contrary provisions in either the Work Order (as it existed immediately prior to such amendment) or this Agreement. A Change Order shall be considered part of the relevant Work Order.
Note: Not all software complexity is foreseeable. Indeed, knowing how much effort and time is required beforehand is the exception, not the rule.
Budget is fixed or variable
(b) Services Compensation. The compensation to be paid by the Company to the Contractor is as follows:
Hourly / daily / weekly rate is $X CAD
(c) Payment. Invoices shall be issued by the Contractor to the Company according to the following payment schedule:
End of month or end of phases
Payment terms are Net 30. Invoices shall be sent to the Company using the following method: email via Quickbooks. Payments are non-refundable.
(d) Compensation Dispute Resolution. In the case of a dispute between both parties regarding amount of effort or time expended or contributed up to a recognized event defined in this Agreement, then the line items in the invoice, which includes dates and descriptions, sent to Company by Contractor shall form the basis for negotiations in good faith between the parties for a resolution.
(e) Deposit. Upon execution of this Agreement, Company shall pay Contractor, due within 30 days days after the effective signing date, a non-refundable deposit in the amount of $0 CAD, which shall be consideration towards the Compensation of the Contractor.
(f) Taxes. Company shall not be responsible for federal, provincial and local taxes derived from the Contractor's net income or for the withholding and/or payment of any federal, provincial and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to Contractor.
(g) Termination Compensation. In consideration of the time and material commitments that the Contractor has made in order to provide Services, as well as opportunity cost incurred as a result of these commitments, Company hereby agrees that in the event of Reasonable Contractor Termination of this Agreement, as defined in section 11, Company shall compensate Contractor as follows:
Fixed value or percentage of current phase compensation
Note: Commonly known as a "kill" fee, this clause is in place to protect us from project termination without cause.
(a) Payment. Company shall reimburse Contractor for all pre-approved, reasonable and necessary expenses, including, without limitation, domestic and foreign travel, lodging and meal expenses incurred in connection with the Services.
(b) Substantiation. The Contractor shall provide Company with documentation supporting all expenses.
(c) Payment. Company shall reimburse Contractor within 30 days upon receipt of a request for reimbursement from the Contractor.
5. Contractor Independence
(a) Status. Contractor is an independent contractor of Company. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
(b) No Authority. Contractor shall have no authority to act as agent for, or on behalf of, Company, or to represent Company, or bind Company in any manner except when pre-approved.
(c) No Employee Benefits. Contractor shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of Company.
6. Representations and Warranties. The Company and the Contractor respectively represents and warrants to each other that each respectively is fully authorized and empowered to enter into the Agreement and that their entering into the Agreement and to each parties' knowledge the performance of their respective obligations under the Agreement will not violate any agreement between the Company or the Contractor respectively and any other person, firm or organization or any law or governmental regulation.
(a) Limitation of Liability
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES
IN NO EVENT SHALL THE CONTRACTOR NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR OTHER LIABILITY INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS OR REVENUE OR GOODWILL, OR INTERRUPTION OF BUSINESS IN ANY WAY, WHETHER IN A CLAIM, ACTION OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR RELATED USE BY THE COMPANY OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO THE COMPANY'S CUSTOMERS OR PARTNERS).
7. Confidential Information
Contractor and its employees shall not, during the time of rendering services to the Company or thereafter, disclose to anyone other than authorized employees of the Company (or persons designated by such duly authorized employees of the Company) or use for the benefit of Contractor and its employees or for any entity other than the Company, any information of a confidential nature, including but not limited to, information relating to: any such materials or intellectual property; any of the Company projects or programs; the technical, commercial or any other affairs of the Company; or, any confidential information which the Company has received from a third party.
8. Intellectual Property
(a) Work Product. During the course of performing the Services, Contractor and its directors, officers, employees, or other representatives may, independently or in conjunction with Company, develop information, produce work product, or achieve other results for Company in connection with the Services it performs for Company.
(b) Ownership. Contractor and Company both agree that such information, work product, and other results, systems and information developed by Contractor and/or Company in connection with such Services (hereinafter referred to collectively as the "Work Product") shall, to the extent permitted by law, be the sole and exclusive property of the Contractor until the complete and absolute execution of the Assignment of Interest in accordance with this Agreement.
(c) Assignment of Interest.
UPON FULL PAYMENT FOR SERVICES, AS SPECIFIED IN SECTION 3 OF THIS AGREEMENT, Contractor assigns, and agrees to assign, to Company all right, title and interest in and to such Work Product, including but not limited to copyright, all rights subsumed thereunder, and all other intellectual property rights, including all extensions and renewals thereof.
(d) Moral Rights. Company agrees to acknowledge any and all moral rights of the Contractor relating to the Work Product, including but not limited to, rights of identification and authorship, without requiring approval or restriction or limitation on use.
(e) Assistance. Contractor further agrees to provide all assistance reasonably requested by Company, both during and subsequent to the Term of this Agreement, in the establishment, preservation and enforcement of Company's rights in the Work Product.
(f) Return of Property. Provided the execution of the Assignment of Interest in accordance with this Agreement, Contractor agrees to deliver promptly to Company all printed, electronic, audio-visual, and other tangible manifestations of the Work Product, including all originals and copies thereof. Authentication credentials to access services hosted on the Internet where such property may be hosted or served will be delivered by Contractor to Company, provided that a request has been made for such credentials in writing.
During the term of this Agreement and for 100 years after any termination of this Agreement, Contractor will not, without the prior written consent of the Company, either directly or indirectly, on Contractor 's own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any person employed by the Company, or any customer of the Company.
This Agreement shall commence on the date and year first above written and shall continue until project completion as determined by the Company unless earlier terminated in accordance with this Agreement.
(a) Notice of Termination. This Agreement may be terminated by the Contractor at any time by giving written notice 30 days in advance of termination execution and by providing a reasonable justification for Termination in accordance with this Agreement, in which case Company and Contractor shall comply with any applicable procedures and obligations contained in this Agreement.
(b) Payment Upon Termination. The Company hereby agrees to pay Contractor for all Services performed by Contractor through the date of termination, including any Termination Compensation as defined in Section 3 of this Agreement.
(c) Reasonable Contractor Termination. This Agreement considers Termination by the Contractor to be reasonable if an event occurs that significantly and materially impacts the ability or expenses incurred, whether monetarily or time or work effort, by Contractor to provide Services within the Scope of Work, including but not limited to the conditions of indemnification specified in Section 12-a.
Note: If skimming through this contract, please take the time to at least understand this section. It very specifically describes the scenario where a transgression has occurred in the working relationship. We try to be very specific and set clear expectations for both parties in case something happens. We want the contract to be fair for everyone.
(a) Indemnification by Company. Company agrees to indemnify Contractor and grants the right for Contractor to seek monetary damages limited to the Termination Compensation specified in section 3-f in addition to reasonable attorney's fees, court costs and other legal expenses, conditional upon the occurrence of any of the following events:
- The delegation or assignment of the planning, execution or implementation work of any part of the Services specified in this Agreement in accordance with the Scope of Work to any individual, corporation or third-party entity that is not the Contractor or any of its representatives, including but not limited to: hiring another contractor, assigning to an internal employee, bringing in a third-party consultant for assistance, or being acquired by another company.
- Any attempt, whether express or implied, to devalue, minimize or otherwise decrease the business value proposition of the Services provided by Contractor due to business or any other strategic considerations outside of the control of the Contractor, including but not limited to: macro and micro economic industry forces that affect profitability forecasts, feasibility, return on investment, or misalignment of initial requirements and goals. Some examples of these strategic considerations are, including but not limited to: "Company ended up not using the work", "The work is not what Company wanted", " The work is not what Company was hoping for", "Company cancelled the project", "Company goals for the project have changed" or any similar representation thereof.
- Company event significant enough to affect business operations, whether unforeseen or otherwise, which affects or diminishes the ability of the Contractor to provide Services to Company, including but not limited to: dissolution of the company, Company being acquired or a third-party acquiring a controlling interest in the Company, Company does not receive expected budget or funding, division layoffs or the departure of employees critical to the acceptable execution, delivery or acceptance of the Services and Scope of Work.
- The provision, integration process or accessibility of a critical project dependency by a third-party is terminated, becomes unavailable or otherwise compromised or considered changed, due to factors and forces outside of the control of the Contractor or Company. Examples include, but are not limited to: an application programming interface ("API") is decommissioned, an API is deprecated or modified enough to require an implementation change, a third-party software provider is acquired or licensing terms for the software from said provider have changed.
(b) Company Indemnification Acknowledgement. The above indemnification by Company to Contractor is made with express consideration and acknowledgement by both parties of the following factors:
(i) Control. Company has a high degree of control in specifying requirements, project goals, architecture constraints and scope of work specifications that affect the outcomes and performance of the Work Product as a result of Services, relative to the Contractor.
(ii) Knowledge. Company has significant intimate, internal, private (non-public) knowledge, including the knowledge capital of its directors, officers, executives, employees or agents, of how the software requirements, requested scope of work, goals, specifications, limitations, partner integrations and so on affect Company strategy, goals (short term and long term), performance, employee morale, perception of progress or risk exposure (operational or business), relative to the Contractor. In terms of critical third party dependencies, it is the Company's responsibility to understand any risks associated with the dependencies of the project.
(iii) Resilience. Company is better able to bear the risks/losses associated with a particular event, either due to scale, size or insurance availability.
(c) Indemnification by Contractor. Contractor agrees to indemnify and hold harmless Company and its officers, directors, employees and agents, from and against all claims, liabilities, losses, costs, damages, judgments, penalties, fines, attorneys' fees, court costs and other legal expenses, insurance deductibles and all other expenses arising out of or relating to, directly or indirectly, from:
(i) the negligent, grossly negligent, or intentional act or omission of Contractor or its directors, officers, employees, agents or Contractors,
(ii) Contractor's failure to perform any of its obligations under this Agreement, and
(iii) any act or omission of Contractor in connection with the Work.
(d) Notification. Contractor will promptly notify Company of any claim for indemnification.
(e) Survival. Contractor's obligations under this Section 10 shall survive termination or expiration of this Agreement.
13. General Provisions
(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, representations and understandings of the parties, written or oral.
(b) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.
(c) Amendment. This Agreement may be amended only by written agreement of the parties.
(d) Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered in person or mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified in this Agreement or such other address as either party may specify in writing. Such notice shall be deemed to have been given upon receipt.
(e) Assignment. This Agreement shall not be assigned by either party without the express written consent of the other party.
(f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and federal laws of Canada (without regard to its conflict of laws rules or choice of law principles).
(g) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
IN WITNESS WHEREOF, the Company and the Contractor have each executed and delivered this Agreement as of the Effective Date.