From: elendil@mintir.new-orleans.la.us (Edward J. Branley)
Newsgroups: misc.jobs.contract
Subject: Sample Contracts (4 of 4)
Date: 9 Aug 92 01:17:00 GMT
Organization: Minas Tirith BBS, New Orleans, LA

fourth (and last) in a series of sample consulting contracts.  These are from
Compu$erve's CONSULT forum.  I invite comments, thoughts, etc.

-----begin------

                       SAMPLE SUBCONTRACTING AGREEMENT


          In consideration of remunerations and valued services provided by
          PRIME  CONTRACTOR   (hereinafter  called  the  COMPANY),  at  the
          facility of FORTUNE 500 CLIENT (hereinafter called the CUSTOMER),
          headquartered at  BIG TOWN,  USA., LITTLE CONTRACTOR (hereinafter
          called the SUBCONTRACTOR),  agrees,  warrants  and  covenants the
          following:

          1.    SUBCONTRACTOR  agrees  to  provide  and  maintain  Worker's
          Compensation Insurance for all of its  employees.   If any direct
          claim for  Worker's Compensation  benefits or  awards is asserted
          against the COMPANY by any of said employees or, in  the event of
          death,  by  their  personal representative(s), then SUBCONTRACTOR
          shall indemnify and hold  the company  harmless from  and against
          any such claim(s) to the extent of all benefits and awards, costs
          of litigation, disbursements  and  reasonable  attorney  fees the
          COMPANY may  incur in connection therewith.  At COMPANY's option,
          and upon written notice,  SUBCONTRACTOR will  undertake to defend
          the COMPANY against such claim(s).

          2.  SUBCONTRACTOR agrees to indemnify and to hold the COMPANY
          harmless from any and all liability or expense the COMPANY may
          incur by reason of bodily injury (including death) to any person,
          or property damage, or both, solely and proximately caused by the
          act(s) of SUBCONTRACTOR and/or SUBCONTRACTOR'S employee(s) while
          performing  work  or  services  for  COMPANY.    In addition, the
          SUBCONTRACTOR agrees to indemnify  and hold  the COMPANY harmless
          from any  and all  claims alleged by the CUSTOMER, including, but
          not limited to, any  claims of  inferior services  provided, poor
          workmanship  in  the  services  provided, inferior quality in the
          product  produced  pursuant  to  the  services  provided  by  the
          SUBCONTRACTOR, and the like, solely and proximately caused by the
          act(s) of SUBCONTRACTOR and/or  SUBCONTRACTOR'S employee(s) while
          performing  work  or  services  pursuant  to  this agreement.  In
          addition, the  SUBCONTRACTOR  acknowledges  and  agrees  that the
          COMPANY shall not be liable for any acts or services performed by
          the  SUBCONTRACTOR  pursuant  to  this  agreement  and  agrees to
          indemnify  the  COMPANY  from  any  and all claims alleged by the
          CUSTOMER of reasonable attorney's fees, agreements,  penalties or
          interest which may be alleged or claimed against the COMPANY.

          3.  SUBCONTRACTOR agrees to pay any and all Federal, State and
          miscellaneous taxes which are required to be paid by law,
          pursuant to the employment of SUBCONTRACTOR by the COMPANY, and
          the SUBCONTRACTOR further agrees to indemnify and hold the
          COMPANY harmless from any and all liability, litigation or claims
          made by any FEDERAL or STATE Revenue agency or any other entity
          for the payment of said taxes.







          4.  SUBCONTRACTOR agrees not to disclose, divulge, copy or
          reproduce  any  confidential  materials  or information entrusted
          tohim, it, or its employees by the CUSTOMER or by the COMPANY in
          connection with work or activity carried out pursuant to this
          agreement. This covenant against disclosure does not apply to
          materials or information which have come to be in the public
          domain independent of any action by SUBCONTRACTOR or which can be
          shown to have become the rightful property of the SUBCONTRACTOR.
          However, if SUBCONTRACTOR has signed a confidentiality agreement
          drawn up by and for benefit of CUSTOMER, then SUBCONTRACTOR shall
          comply with all the provisions of that aggreement.

          5.  SUBCONTRACTOR agrees that any invention, improvement or
          discovery, including but not limited to all software, all
          documentation and all programs conceived or first developed by
          SUBCONTRACTOR OR SUBCONTRACTOR'S employees during period of
          SUBCONTRACTOR's work for CUSTOMER pursuant to this agreement and
          conceived for first developed while actively engaged in work for
          CUSTOMER or called for by scope of work for CUSTOMER shall become
          and remain the property of the CUSTOMER. This provision does not
          apply to discoveries or software made or developed by
          SUBCONTRACTOR or SUBCONTRACTOR's employees during the term of
          this agreement but while not actively engaged in work for
          CUSTOMER and not within the scope of the work being performed by
          SUBCONTRACTOR for CUSTOMER.

          6.  SUBCONTRACTOR further agrees, covenants, and warrants that
          all materials, including but without limitation, all reports,
          programs, materials, tapes, card decks, listings, and any other
          documentation prepared, created, written or reduced to human
          readable form by the SUBCONTRACTOR while engaged in work for
          CUSTOMER pursuant to this agreement shall remain the property of
          and belong exclusively to the CUSTOMER.However,  it is recognized
          that if  SUBCONTRACTOR prepares  programs for CUSTOMER under this
          agreement, such programs may incorporate algorithms and/or source
          code available  to SUBCONTRACTOR  previous this agreement or from
          parties  other  than  SUBCONTRACTOR  and  CUSTOMER.  Although the
          programs  prepared  under  this  agreement and incorporating such
          algorithms and/or source code will become  the exclusive property
          of CUSTOMER, SUBCONTRACTOR shall continue to have whatever rights
          to such algorithms and/or source code as he would have had in the
          absense of this agreement. Moreover, if while performing work for
          CUSTOMER under this agreement, SUBCONTRACTOR developes algorithms
          which are  general in nature and embody no information or details
          about CUSTOMER's business, then SUBCONTRACTOR will  be at liberty
          to  retain  copies  of  source  code embodying such algorithms as
          tools of his trade, and this
          agreement will not limit SUBCONTRACTOR's rights to use such
          algorithms. However, all complete programs prepared by
          SUBCONTRACTOR for CUSTOMER under this agreement shall belong
          exclusively to CUSTOMER.







          7.  SUBCONTRACTOR agrees, covenants and warrants that the
          SUBCONTRACTOR, its employees, servants or agents will not accept
          employment directly or indirectly at the CUSTOMER, which would
          circumvent or otherwise destroy the contractual agreement between
          the COMPANY and SUBCONTRACTOR, nor will the SUBCONTRACTOR solicit
          the CUSTOMER or place other employees at the CUSTOMER, its
          subdivisions or subsidiaries during the term of employment
          pursuant to the terms of this agreement and will continue to
          refrain from performing these prohibited acts for a period of six
          (6) months following the termination of this agreement. However,
          following the termination of this agreement, SUBCONTRACTOR may
          accept employment from a division of CUSTOMER other than the one
          served pursuant to this agreement without needing to wait six
          months provided that SUBCONTRACTOR had a preexisting contractual
          relation with that division or had previously submitted a written
          proposal to provide services to that division.

          8.  SUBCONTRACTOR agrees to bill the COMPANY weekly by invoice
          for services rendered during the past week.

          9.  The SUBCONTRACTOR agrees that it will be paid only for actual
          services provided to the CUSTOMER, and that the SUBCONTRACTOR is
          not entitled to compensation for overtime, sick days, holidays,
          and CUSTOMER'S closing of its business for any reason.  The
          SUBCONTRACTOR will be compensated monthly two weeks following
          COMPANY's receipt of SUBCONTRACTOR's invoice for hours worked as
          approved by CUSTOMER including any hours over 40 hours per week
          at the hourly rate  as stated  in the  RATE SCHEDULE  dated which
          accompanies this agreement and is incorporated herein by
          reference.

          10.  The SUBCONTRACTOR agrees that its provision of services
          pursuant to this agreement is subject to final approval by the
          CUSTOMER, and the SUBCONTRACTOR agrees to hold the COMPANY
          harmless of all liability if the CUSTOMER rejects the
          SUBCONTRACTOR for any reason.

          11.  The term SUBCONTRACTOR, for the purpose of this agreement,
          shall mean the SUBCONTRACTOR, the SUBCONTRACTOR'S company, and
          the  SUBCONTRACTOR'S  employees,  servants,  agents and any other
          person or entity that  the SUBCONTRACTOR  uses or  employs in any
          manner or  form in connection with the services provided pursuant
          to the terms of this agreement.







          12.  All parts of this agreement shall remain in full force and
          effect throughout the period of SUBCONTRACTOR's performance of
          services hereunder for the CUSTOMER, and provisions of paragraphs
          such as 7 which state continuing obligations shall continue in
          effect after the end of performance of services hereunder for the
          periods which they indicate.  Service called  for hereunder shall
          be provided by SUBCONTRACTOR for the period indicated in the next
          paragraph subject to possible  changes  of  duration  as follows:
          a. change of  duration by  mutual agreement  of SUBCONTRACTOR and
          COMPANY; b. reduction of duration  by  decision  of  COMPANY with
          notice two weeks or more prior to termination of
          service unless such reduction is caused by decision of
          CUSTOMER with shorter notice by CUSTOMER, in which case
          the notice will be as close as practical to that given
          by CUSTOMER. c.reduction of duration by decision of SUBCONTRACTOR
          with notice four weeks or more prior to termination of
          service. d.immediate termination of SUBCONTRACTOR's service by
          decision of COMPANY with no prior notice, if, in the judgement of
          COMPANY, CUSTOMER  is unable  or unwilling  to meet its financial
          obligations to COMPANY.

          13.  The SUBCONTRACTOR acknowledges that the CUSTOMER has
          estimated said assignment , work, or project, pursuant to this
          agreement, will require   26   weeks to complete and the
          SUBCONTRACTOR agrees, covenants and warrants to provide services,
          pursuant to this agreement, so as to complete said assignment,
          work, or project within said time period estimated by the
          CUSTOMER, as specified above.

          14.  This agreement shall be interpreted and construed according
          to the laws of the Commonwealth of Pennsylvania.  Any provisions
          of clause(s) hereof which shall be invalidated by virtue of the
          fact that it is prohibited by law shall be ineffective to the
          extent of such illegality; however, this Agreement, and this
          Agreement shall be interpreted as if such clause or provision
          were not contained herein, insofar as is practical.  Wherever the
          context permits in this Agreement, any word in one gender shall
          include the other gender.

          SIGNED AND EXECUTED AS A SEALED INSTRUMENT this        day of
                       , 19    .

          SUBCONTRACTOR:

                Witness               Title               Signature

          COMPANY:

                Witness               Title                Signature


>Edward J. Branley         elendil@mintir.new-orleans.la.us<
>Seashell Software, Metairie, LA            +1-504-455-5087<



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Bill Downing, President		Email: bdowning@unixland.natick.ma.us		
DOWNING ASSOCIATES, INC.
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508-435-4567
Newsgroups: misc.jobs.contract