Service Contract for Development and Design

Definitions

Developer:Name of Individual issuing this contract

Client:Name of Company or individual entering into this contract with the Developer

Services:

Any task or series of tasks done by the Developer on request from the Client, or as part of fulfilling a request from the Client

Product:

Any code, images, markup, scripts, content created by the Developer while performing Services

Intangibles:

Knowledge about solutions to problems, methods, or designs

Terms

  1. Rate: Services shall be billed to the Client at the rate of $___ USD per hour.

  2. Payment: The Client shall send payment to the Developer within 14 days of receiving an invoice.

    1. Early Payment: If a payment is made within 7 days of receiving an invoice, then a discount of 10%will be applied to the invoiced amount.
    2. Late Payment: If a payment is more than 14 days late, no Services will be performed for the Client until payment is received.
  3. Billable Time: All time spent performing Services and communicating with the Client is billable.

    1. Estimations: If an estimate is requested by the Client, the first 30 minutes of time spent preparing the estimate will not be billable. Time spent on an estimate beyond 30 minutes will be billable at the normal rate.
  4. Client Rights in Deliverables:

    1. IP Assignment. Upon full payment of all invoices, the Developer shall assign IP rights to the Client. These IP rights include all ownership rights, including any copyrights, in any artwork, designs and software created by the Developer and incorporated into a Final Deliverable, except as otherwise noted in this Agreement.

  5. Developer Rights in Deliverables:

    1. Preliminary Works. Developer retains the rights to all Preliminary Works that are not incorporated into a Final Deliverable.

    2. Developer Portfolio. Developer may display the Deliverables in the Developer’s portfolios and websites, and in galleries, design periodicals and other exhibits for the purposes of professional recognition. Likewise, the Developer may publicly describe its role in the Project.

    3. Credit. If the Developer incorporates credits into the Deliverables, any use of the Deliverables shall continue to bear the credits in the same form, size and location. Developer credits will not be incorporated into any logo designed for the Client.

    4. Developer Tools. The Developer may incorporate certain Developer Tools into the Deliverables.

    5. “Developer Tools” means all design tools developed or utilized by Developer in performing the Services, including without limitation: pre-existing and newly developed software, Web authoring tools, type fonts, and application tools.

    6. In the event Developer Tools are incorporated into any Final Deliverable, then Developer grants Client a royalty-free, perpetual, worldwide, non-exclusive license to use the Developer Tools to the extent necessary to use the Final Deliverables. Developer retains all other rights in the Developer Tools.

    7. The Developer reserves the right to reuse and re-license portions of the created Product as desired, as long as the portions are general solutions to common problems and are not specific to the Clients product.

  6. Intangible Property: The Developer retains ownership of all Intangibles gained by the Developer (that are not previously owned by the Client) while providing Services.

  7. Confidential Information:

    1. Each party shall maintain Confidential Information in strict confidence, and shall not use Confidential Information except (a) as necessary to perform its obligations under the Agreement, or (b) as required by a court or governmental authority. Confidential Information includes proprietary technical and business information, Preliminary Works, and any other information marked “Confidential.”

    2. Exception. Confidential Information does not include (a) any information that is in the public domain, (b) becomes publicly known through no fault of the receiving party, or (c) is otherwise known by the receiving party before obtaining access to it under this Agreement or properly received from a third party without an obligation of confidentiality.

  8. Termination: Either party must give at least 7 days notice to the other party before termination. This contract may only be terminated after all outstanding invoices have been paid in full.

  9. Changes: Either party may request to modify the terms of this contract at any time. When both parties consent to new terms and a new contract is signed, this contract is terminated immediately.