From: elendil@mintir.fidonet.org (Edward J. Branley)
Newsgroups: misc.jobs.contract
Subject: Sample Contracts 3
Date: 12 Dec 91 23:27:56 GMT
Organization: Minas Tirith BBS, New Orleans, LA

This one is a generic Service 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...


STATE OF ______________
                                                                        SERVICE AGREEMENT
COUNTY OF ___________

        THIS SERVICE AGREEMENT (the "Agreement") is made and entered
into as of the       day of           , 1991 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 10% of the total fees set
forth on Exhibit C on the date hereof as a deposit to be refunded
promptly to Client after the first year provided that Client's
credit is in good standing with (COMPANY).

                  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.
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.  (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 informa-
tion which (COMPANY) may acquire from Client, or from its employ-
ees 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:





                                                                                   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, data entry services and related services
and supplies in addition to the following:








                                                                                EXHIBIT B


        TERM


        The Services to be performed pursuant to the Agreement to
which this Exhibit B is attached shall commence on            ,
1991 and shall continue until                         , 1991
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
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 month (COMPANY) will submit to Client a
statement for the _Previous or Coming__ months services.
Payment in full of the fees specified in such statements shall be
due and payable within  ________ days of the date of the
statement. If the charges are not paid at the end of the
_________  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.


|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|


**********************************************************************

Hope it helps

Venu
--
"War is Hell."
-- General William Sherman

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