Independent Contractor Agreement

A contract for freelance work. Allows use of pre-existing Open Source software. Based on: Independent Contractor Agreement (Developers)

You, Client Name (“Client” or “You”), with a principal place of business at Client Address have asked me, Developer Name (“Developer” or “I), with a principal place of business at Developer address, to create custom software for you. The following is our agreement ("Agreement") for this project:

1. Definitions

  • Program: The application or website or design you have asked the Developer to create as specified in Exhibit A of the Agreement.
  • Deliverables: The final version of any and all digital files necessary to use the Program created by the Developer for the Client under this Agreement.
  • Fee: The total price You agree pay the Developer to create the Deliverables under this Agreement: Fee U.S. dollars.
  • Client Content: Any content or files the Client sends the Developer, that must be incorporated in the Deliverables.
  • Delivery Timeframe: The maximum number of days in which the Developer agrees to create and send the Deliverables to the Client, as of the day the Developer starts to work on the Deliverables, as described in section 2 of the Agreement.
  • Know-How: Preexisting development tools, routines, subroutines, programs, data or materials.

2. Scope of work

I agree that the Fee will cover the work listed in Exhibit A of the Agreement. I will start working on the Deliverables within Number of days before start days after I receive a copy of the Agreement signed by the Client and 50% of the Fee from You.

You agree that the Developer is not required to perform any work or services requested not listed in Exhibit A.

3. Project milestones

You agree that I will work on the Deliverables in phases. Exhibit B to this Agreement lists the milestones that we agree will apply to each phase of my work for You.

You agree that I cannot complete my work for You or meet the milestones to which the Client and Developer have agreed unless You give me timely feedback. You agree to provide timely feedback so that I can understand the Client's concerns, objections or corrections. Also, You agree not to unreasonably withhold acceptance of the Deliverables I will provide You at each milestone.

4. Delivery

The Delivery Timeframe is set to Delivery timeframe days from the day I start working on the Deliverables, as described in section 1, given you have complied with the entirety of the Agreement. I will send the Deliverables to the Client, via Delivery method, within the Delivery Timeframe.

5. Original Work

Except for anything that You give me to incorporate into the Deliverables, my work does not violate the patent, copyright, trade secret or other property right of any person, firm or entity.

6. Confidentiality

I will hold and maintain in strict confidence any confidential information that You provide me, such as proprietary technical or business information. I will not disclose such information to any third party except as may be required by a court, governmental authority or to comply with the terms of the Agreement.

7. Payment

You agree to pay the Fee in two payments:

  • First payment, due immediately after the Client and the Developer sign the Agreement: First payment percentage% of the Fee
  • Second payment, due immediately before the Developer sends the Deliverables to the Client: Second payment percentage% of the Fee

The payment will be made using Payment method.

If you ask me to use any third-party content, such as stock photos or third party software that must be incorporated in the Deliverables, you agree to pay me the cost of licensing that third-party content for work under the Agreement. You agree that until you pay the Developer 100% of the Fee, you will not acquire the rights or license to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of any part of the Deliverables or transfer ownership of any part of the Deliverables, except for the Client Content, which remains the property of the Client.

8. Your rights to the Client Content

You promise that: (a) You own the rights to use, copy and distribute the Client Content; and (b) using such Client Content does not violate the patent, copyright, trade secret or other property right of any person, firm or entity. You grant the Developer a nonexclusive, nontransferable license to use, copy, reproduce, modify, display and publish the Client Content solely in connection with my work for you under this Agreement.

9. Your rights to the Deliverables before you pay me in full

You understand and agree that until you pay the Developer 100% of the Fee, I own full rights to the Deliverables, except for the Client Content. Therefore, before you pay the Developer 100% of the Fee, you understand and agree that the Developer is allowed but not limited to complete, exhibit, use, sell, copy, reproduce, modify, display and publish the Deliverables.

10. Your rights to the Deliverables after you pay me in full

ALTERNATIVE 1: CLIENT WILL OWN ALL FINAL WORK.

After the Client has paid the Developer 100% of the Fee, the Developer assigns to You his right, title and interest in the copyrights for the Deliverables, including the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Deliverables, and to permit persons to whom the Deliverables are furnished to do so. You agree that I will retain and You will not receive any right, title or interest to the preliminary work or preliminary designs that are included with the work I create for You. You agree that I may use your name/company name and trademarks as a reference in my promotional materials. You also agree that I may include, when referencing my work for You, a general description of the work under this Agreement.

10. Your rights to the Deliverables after you pay me in full

ALTERNATIVE 2: DEVELOPER WILL OWN ALL WORK.

After the Client has paid the Developer 100% of the Fee, the Developer grants the Client a nonexclusive, fully paid, worldwide, royalty-free license to install, use and copy the software the Developer creates for You (as specified in Exhibit A to the Agreement and as contained in the Deliverables), and all related documentation, in accordance with the terms and conditions of the Agreement. I will retain all copyright, patent, trade secrete and other intellectual property rights in the work that I create for You. You promise that You will not remove, alter, or cover any copyright notice, trademark or other proprietary rights notice that I include with the software. You agree that You may not make any changes or additions to the Deliverables, without my express written permission. Also, You may not publish, distribute, sublicense, and/or sell copies of the Deliverables.

11. Rights to Know-How

I may incorporate Know-How into the Deliverables. You agree that I retain all rights, title and interest, including all copyright, patent, and trade secret rights to that Know-How. I agree that after You pay me 100% of the Fee, You will receive a nonexclusive, perpetual, worldwide license to use the Know-How in the Deliverables that I created for You under the Agreement. However, You shall not resell or make use of that Know-How in any other manner other than in connection with the software You receive under the Agreement.

12. Rights to third party Know-How

I may incorporate into the software I create for you Know-How created and licensed by third party vendors, such as open source software. You agree that the respective owners of such software retain all rights, title and interest, including all copyright, patent, and trade secret rights to that software and that you will use that software in accordance with the terms that govern the use of that software. You understand and agree that the third party Know-How used in the Deliverables may be licensed with the following licenses:

Third party Know-How licenses

I.e.: MIT, GPLv3.

You agree to comply with the licenses applied to this third party Know-How in your use of the Deliverables.

13. Disclaimer of warranty

I guarantee that software I create for You under the Agreement shall perform substantially in accordance with the specifications listed in Exhibit A. In the event the software does not perform substantially in accordance with Exhibit A during the ten (10) first days following the second payment from the Client to the Developer, as described in section 7, I will, within a reasonable timeframe and after I receive written notice and precise description of the problem, correct the Deliverables so the software I create for You under the Agreement performs substantially in accordance with Exhibit A.

I guarantee, that to the best of my knowledge, the Deliverables will not contain any virus, worm, trap door, back door, trojan horse, timer or clock that would erase data or programming or otherwise cause the software to become inoperable or incapable of being used.

You understand that due to the nature of the Program, I cannot guarantee that the operation of the software I create for You under the Agreement will be uninterrupted or error free.

Except as specifically set forth in this agreement, the software I create for You is provided "as is" without additional warranty of any kind, either expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose and any oral or written representations, proposals or statement made prior to this agreement. I hereby expressly disclaim any representation or warranty of any kind with respect to the software, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. The entire risk as to the quality and performance of the software is with You.

14. Limitation of liability

I shall not, under any circumstances, be liable to you for consequential, indirect, incidental, special, punitive, or exemplary damages or losses arising out of or related to this agreement, even if I am advised of the likelihood of such damages occurring. My cumulative liability for any damages arising out of or in any manner related to this agreement, including but not limited to claims for breach of contract, breach of warranty, negligence, strict liability, or tort, shall be limited to the amount of the Fee paid by You to me under this agreement.

15. Entire Agreement

This Agreement constitutes the complete and exclusive agreement between You and I concerning the work on this project, and it supersedes all other prior agreements, proposals, and representations, whether stated orally or in writing. We can modify this agreement in writing, if both You and I sign that modification.

16. I am an independent contractor

You agree that I am an independent contractor and not your employee. You agree that although You may provide general direction to me, I will determine, in my sole discretion, the manner and ways in which I will create the Deliverables for You. Whatever rights I grant You are contained in this Agreement.

By signing, You and I agree: (a) to all of the terms and conditions of this Agreement and (b) that we have the full authority to enter into this Agreement. The Agreement is immediately effective upon signing.

17. Disputes

This Agreement will be governed by the laws of France. You and I agree that, in the absence of a mutual agreement, any dispute under or about this Agreement must be resolved by the court of appeal of Versailles, France. Parties will bear their own costs.

EXHIBIT A

Statement of Work

Here, you should list what you’ll do, how many different concepts/comps you’ll provide if design is included as part of your work, what and how many changes you’ll make. In this section, you want to fully define the scope of the project, including any planning time. For example, if you’ll be doing both front-end and back-end development website work, clearly define what you will/will not be doing. Pay particular attention to portions of the work that will be performed by third parties and be very clear about whether the Client or you will manage the work of those third parties. Also be very clear about ancillary services, such as installation and/or deployment of code to a webserver or hosting provider, submission of an application to the Apps Store, etc.

If the Client has specific hardware or software available to run the Program, the requirements shall be noted here. This includes version of Apache HTTPD, browser compatibility, PHP version compatibility. If no requirements are set, it shall be noted here so as to not make the developer liable for any bugs on older versions of PHP when the Deliverables work on the newer version.

Exhibit A

EXHIBIT B

Milestones

Exhibit B