From: elendil@mintir.fidonet.org (Edward J. Branley)
Newsgroups: misc.jobs.contract
Subject: Sample Contracts 2
Date: 12 Dec 91 23:26:31 GMT
Organization: Minas Tirith BBS, New Orleans, LA

This one is a sample Software Service/Support contract:

As usual, I'd like to add my usual common sense warning that you need to have
an attorney review these before you even think of executing one...

here they are:

Software Services contract:
******begin*******

STATE OF ___________
                                                                        SERVICE AGREEMENT
COUNTY OF ___________


        THIS SERVICE AGREEMENT (the "Agreement") is made and entered
into as of the       day of           , 1989 by and between
(COMPANY) Inc., a ______________corporation whose business
address is
__________________________________________________________
("(COMPANY)"), and                               a corporation
whose business address is
("Client").


STATEMENT OF PURPOSE


        (COMPANY) is in the business of providing to various clients
professional services and personnel to assist those clients with
computer programming, systems analysis, computer design, software
analysis, project analysis, project management and facilities
management.  The Client desires to retain (COMPANY) to perform
certain of such services, and (COMPANY) desires to accept such
engagement, upon the terms and conditions hereinafter set forth.

        NOW, THEREFORE, in consideration of the aforesaid Statement
of Purpose and the terms and provisions of this Agreement, the
parties hereto mutually consent, covenant, represent, warrant and
agree as follows:

        .  Services to be Provided.  During the term of this Agreement,
(COMPANY) shall perform the services specified on Exhibit A which
is attached hereto and is hereby made part hereof (the
"Services").  Client agrees to cooperate with (COMPANY) in every
respect in order to enable (COMPANY) to perform the Services.
Client will make available to (COMPANY), at Client's expense, any
and all materials and facilities reasonably necessary for
(COMPANY)to perform such services, including without limitation,
the materials and facilities specified on Exhibit A.

        .  Personnel.  (COMPANY) agrees to provide such personnel as are
necessary to fully perform the Services (the "Personnel"). Such
Personnel may be employees of (COMPANY) or independent
contractors engaged by (COMPANY) to perform the Services. The
Personnel shall at all times be under the supervision and control
of (COMPANY); provided, however, that (COMPANY) may delegate from
time to time such supervision and control to the Client with
respect to certain daily activities of the Personnel in
conjunction with performance of the services.  (COMPANY) agrees
to cooperate with Client in assigning Personnel to perform the
Services who are acceptable to the Client and in removing and
replacing Personnel when warranted, such decisions, however, to
be made by (COMPANY) in its sole and absolute discretion.

        .  Term.  The period of time during which (COMPANY) shall
perform the Services for Client hereunder is set forth on Exhibit
B which is attached hereto and is hereby made a part hereof.

        .  Fees.  In consideration for the Services to be performed for
Client by (COMPANY), Client agrees to promptly and fully pay the
fees set forth on Exhibit C which is attached hereto and is
hereby made a part hereof, in accordance with the provisions set
forth therein.  Client agrees to pay 15% of the total fees set
forth on Exhibit C on the date hereof as a down payment to be
applied against the  final bill for the Services, with any excess
not so applied to be refunded promptly to Client.

        .  Expenses.  In addition to the expense of required materials
and facilities as provided for in Paragraph 1 and Exhibit A,
Client agrees on demand to pay to (COMPANY), or reimburse
(COMPANY) for, the expenses set forth on Exhibit D which is
attached hereto and is hereby made a part hereof.

        .  Liability.  (COMPANY) agrees to perform the Services in a
professional manner and as otherwise set forth in this Agreement.
(COMPANY) warrants that custom software written for Client will
perform as specified by the agreement of the parties. If
(COMPANY) is unable to cause custom software to perform as
agreed, Client shall be limited in its damages to a refund of the
money paid for these services.  Client expressly agrees that
neither (COMPANY) nor the Personnel shall be liable to the Client
for any loss, liability, damage, cost or expense of Client
(including lost profit or any other direct, indirect or
consequential damages) resulting from, or attributable to,
performance of the Services.  Except as provided herein,
(COMPANY) NEITHER MAKES NOR INTENDS ANY EXPRESS OR IMPLIED
WARRANTIES OF ANY TYPE OR DESCRIPTION INCLUDING MERCHANTABILITY
AND/OR FITNESS WITH RESPECT TO THE SERVICES OR ANY PRODUCT
THEREOF.

        .  Solicitation of Personnel or Employees.  (COMPANY) agrees
that during the term of this Agreement and for a period of 180
days after the expiration or termination date of this Agreement,
it will not, without the prior written consent of Client solicit,
hire, contract with, nor engage the services of, any employee of
Client with whom (COMPANY) or the Personnel have worked directly
in conjunction with performance of the Services.  Client agrees
that during the term of this Agreement and for a period of 180
days after the expiration or termination date of this Agreement,
it will not without the prior written consent of (COMPANY)
solicit, hire, contract with, nor engage the services of, any
Personnel.








        .  Non-disclosure by (COMPANY):  All knowledge and information
which (COMPANY) may acquire from Client, or from its employees or
consultants, or on its premises respecting its inventions,
designs, methods, systems, improvements, and other private
matters shall for all time and for all purposes be regarded as
strictly confidential and shall not be directly or indirectly
disclosed by (COMPANY) to any person other than to the company
without Client's written permission.

        It is further expressly agreed that (COMPANY) will not
intercept any data transmitted through (COMPANY) facilities
and that all such data shall be regarded as strictly
confidential as described above.

        Provided, however, that (COMPANY) may disclose as part
of its sales presentations to third parties the following:

                .  The identity of the company and its employee
responsible for computer operations;

                .  Size and nature of the network:  what type of
machines are connected with what type of network
operating system;

                .  The general type of application run on the
network, eg., MRP, Word Processing, Spreadsheets.

        .  Non-disclosure by Client:  Client agrees that the method by
which (COMPANY) has networked its computers is a trade secret of
(COMPANY).  Client agrees that the method used shall be for all
time and for all purposes regarded as strictly confidential and
shall not be directly or indirectly disclosed by company to any
person without the prior written permission of (COMPANY).

        .  Default.  In the event that Client is in default with
respect to any of the provisions of the Agreement, (COMPANY)
shall give notice to Client of its intention to terminate this
Agreement if such default is not cured to (COMPANY)' satisfaction
within said seven (7) day period.  (COMPANY) shall have the right
to terminate this Agreement on the first business day following
the end of the seven (7) day period.  In the event of any such
termination, (COMPANY) shall be entitled to such damages and
remedies as are available to it in law or in equity.

        .  Liquidated damages:  The parties agree that the damages
resulting from a disclosure of confidential information are
difficult to establish.  They agree that in the event of a breach
that portion of this agreement, the damages awarded to the non-
disclosing party shall equal three times the amount of the
underlying contract(s) for service, together with reasonable
attorney's fees.  This provision is the exclusive remedy for a

breach of the non-disclosure provision, and is in addition to the
other remedies that may be available at law or equity for the
breach of the other provisions of this agreement.

        .  Parties defined:  All references to (COMPANY) and Client
include the parties officers, employees, agents, and independent
contractors.

        .  Assignment.  A party to this Agreement shall not assign or
transfer the rights, duties and obligations hereunder unless the
other party hereto consents to such assignment in writing prior
to any such assignment.  Provided, however, that (COMPANY) may
assign, without restriction, its right to payment to a third
party as a part of hypothecation of its accounts or otherwise.

        .  Notices.  All notices and other communications hereunder must
be in writing and shall be deemed to have been duly given when
personally delivered or when placed in the United States mail,
first class, postage prepaid, addressed to the party to whom such
notice is being given at the address set forth in this Agreement.
A party may change the address to which such notices shall be
given by notifying the other party in accordance with this
Paragraph of such change of address.

        .  Severability.  Should any provision of this Agreement or part
thereof be held under any circumstances in any jurisdiction to be
invalid or unenforceable, such invalidity or unenforceability
shall not affect the validity or enforceability of any other
provision of this Agreement or other part of such provision.

        .  Governing Law.  This Agreement shall be deemed to have  been
made and entered into in the State of ______________, and the
construction, validity and enforceability of this Agreement shall
be governed by the laws of the State of ______________.

        .  Entire Agreement.  This Agreement constitutes the entire
Agreement between the parties hereto with respect to the subject
matter hereof.  All prior contemporaneous or other oral or
written statements, representations or agreements by or between
the parties with respect to the subject matter hereof are merged
herein.

        .  Miscellaneous.  This Agreement shall inure to the benefit of
the parties hereto and their respective permitted successors and
assigns.  This Agreement shall not be changed or modified orally
but only by an instrument in writing signed by the parties which
states that it is an amendment to this Agreement.

        IN WITNESS WHEREOF, (COMPANY) and Client have caused this
Agreement to be signed by their respective duly authorized
officers and their respective corporate seals to be hereunto
affixed, all as of the day and year first above written.


                                 (COMPANY), Inc.



                              BY:

                                 President

(CORPORATE SEAL)


                              Client



                              By:
                                 Title:


(CORPORATE SEAL)

ATTEST:

By:
   Secretary






EXHIBIT A

SERVICES TO BE PERFORMED BY (COMPANY)


        The Services to be performed by (COMPANY) pursuant to the
Agreement to which this Exhibit A is attached are as follows:









MATERIALS AND FACILITIES TO BE PROVIDED BY CLIENT

        During the term of the Agreement to which this Exhibit A is
attached, the Client shall provide to (COMPANY) and the
Personnel, at Client's expense, safe and adequate working space
and facilities, clerical, typing and technical publication
services, machine time and related services and supplies in
addition to the following:

        Business hour access to at least one personal computer (IBM
        AT compatible) with a hard drive, along with the following
        software: Wordperfect 5.1.



EXHIBIT B


        TERM


        The Services to be performed pursuant to the Agreement to which
this Exhibit B is attached shall commence on            ,  1989
and shall continue until                         , 1989  and,
except in the instance of default, shall be extended and
continued under the same terms and conditions until written
notice of termination of this Agreement is given by either party
to the other party at least fourteen (14) days prior to the
effective date of such notice.



EXHIBIT C


FEES


        Fees due and payable to (COMPANY) from the Client pursuant to
the Agreement to which this Exhibit C is attached shall be equal
to the gross number of hours worked by the Personnel in
performing the Services multiplied by a rate of $  .00 per hour.
In addition, Client agrees to pay any and all sales, use, service
or other similar tax imposed on (COMPANY) with respect to its
rendering the Services.  Additional fee provisions are as
follows:







PAYMENT


        At the end of each one (1) week period during the term of the
Agreement beginning with the two week period immediately
following the commencement date of Services hereunder, (COMPANY)
will submit to the Client a statement for Services rendered
during that period. Such statements shall set forth the number of
hours worked during that period by the Personnel, and the total
fee due and payable to (COMPANY) with respect to such Services.
Payment in full of the fees specified in such statements shall be
due and payable within seven (7) days of the date of the
statement.  If the charges are not paid at the end of the seven
(7) days, Client upon demand shall pay to (COMPANY) a late fee
equal to 4% of the unpaid balance of any such statement and, in
addition, shall pay to (COMPANY) interest on the unpaid balance
computed on a daily basis from the date of the statement at a
rate equal to 1.5% per month, which late fee and interest shall
be immediately due and payable.




EXHIBIT D


EXPENSES


        Pursuant to the Agreement to which this Exhibit D is attached,
the Client hereby agrees to pay on demand to (COMPANY) (or
Personnel as the case may be), or reimburse (COMPANY) (or
Personnel) for, the following costs and expenses:

        1.  Any and all reasonable expenses incurred by (COMPANY)  in
training the Personnel to perform the   following  procedures
with respect to the Services:






2.  Any and all reasonable travel and living expenses
incurred by (COMPANY) with respect to the services
performed including, but not limited to, airfare, ground
transportation, lodging, meals, phone, parking, and
incidentals.
**** end ****


|Edward J. Branley                               elendil@mintir.fidonet.org|
|Seashell Software                                  Compuserve:  71237,2227|
|3508 North Woodlawn Avenue                              rex!mintir!elendil|
|Metairie, LA   70006       voice: +1-504-455-5087     bbs: +1-504-455-8665|


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Article: 2540 of misc.jobs.contract