From: elendil@mintir.new-orleans.la.us (Edward J. Branley)
Newsgroups: misc.jobs.contract
Subject: Sample Contract (3 of 4)
Date: 9 Aug 92 01:15:38 GMT
Organization: Minas Tirith BBS, New Orleans, LA

Third in a series of four sample consulting contracts:

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                   AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE
                   AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE






     LICENSOR (WE, US, OUR):  YOUR NAME
                              address
                              city, state zip

     LICENSEE (YOU, YOUR):    CLIENT'S NAME
                              address
                              city, state zip



     ========================================================================

          1.   TRAINING

               We will  provide training  for your employees in the operation
                    of the  SYSTEM, defined  as that  portion of our software
                    library licensed  to you  in object code format listed on
                    Schedule  1,   the  licensed  portion  hereinafter  being
                    referred to with two (2) copies of user-documentation but
                    not source codes.

               Training provided under this Agreement will be billable at our
                    rate then  in  effect  plus  reasonable  expenses.    Our
                    current rate  is $_____  per hour.   You shall receive 30
                    days advance notice of changes in our hourly rates.

          2.   MAINTENANCE

               The first  three months  of maintenance  after delivery of the
                    software is  free of  charge.   You agree  to pay  us for
                    maintenance service with respect to the SYSTEM the sum of
                    $_____ per  month, which amount shall be due on the first
                    day of  each month. The fee may be increased each year by
                    an amount not to exceed TEN (10%) PERCENT.

               Maintenance service will provide you with:

          2.1  WARRANTY

               Continuing warranty  of the  SYSTEM, and any approved changes,
                    modifications, additions,  or enhancements  thereto, made
                    by us, as follows:

               We  warrant   that  the  SYSTEM,  and  any  approved  changes,
                    modifications, additions,  or enhancements thereto, shall
                    be  reasonably   free  from   program  coding  errors  as
                    delivered.   In the  event coding  errors are  discovered



                   AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE
                   AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE


                    subsequent to  delivery, for a period of three (3) months
                    we will  supply corrections  at no further charge.  After
                    this three  (3) month  period, all  corrections  will  be
                    charged at $_____ per hour if the maintenance contract is
                    in effect,  otherwise you shall be charged at our regular
                    rate of $_____  per  hour.   This warranty is void if any
                    changes, modifications,  additions, or  enhancements  are
                    made to the SYSTEM without our written authorization.

               You will  allow us,  without charge,  reasonable access to and
                    use of  your hardware  as may be necessary to diagnose or
                    repair any defect.

               Our warranty  shall not  apply to defects which are the result
                    of improper  handling or  use, or  in the  event that any
                    changes, modifications, additions, or enhancements to the
                    SYSTEM are made not in conformity with this Agreement.

               THE FOREGOING  WARRANTY IS  IN  LIEU  OF  ALL  OTHER
               WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT
               LIMITED    TO,    THE    IMPLIED    WARRANTIES    OF
               MERCHANTABILITY  AND   FITNESS  FOR   A   PARTICULAR
               PURPOSE.  IN NO EVENT WILL WE BE LIABLE FOR SPECIAL,
               INCIDENTAL, OR CONSEQUENTIAL DAMAGES EVEN IF WE HAVE
               BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

          2.2  CHANGES, MODIFICATIONS, ADDITIONS OR ENHANCEMENTS

               All changes,  modifications, additions  or enhancements to the
                    SYSTEM  offered  by  us  to  our  maintenance  CUSTOMERS,
                    provided, however,  that new  modules to the system shall
                    be separately offered at prices determined by us.

          2.3  CONSULTATION AND ASSISTANCE

               Appropriate consultation  and assistance  in the  event  of  a
                    software malfunction.

               (1) We will usually respond via telephone to inquiries from
               you within two (2) hours.

               (2) On-site visits, if required, will usually be made within
               three (3) business days.

               (3) Maintenance service will be provided by us from Monday
               through Friday, excluding holidays, from 9:00 a.m. to 5:00
               p.m. Eastern time.

               (4) We reserve the right to make additional charges for time
               at our normal rates and expenses for the correction of
               malfunctions directly traceable to errors by your staff.



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                   AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE
                   AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE


          2.4  CONVERSION

               Consult  with   and  make  recommendations  to  you  regarding
                    conversion of  your information  to  our  data  base  and
                    regarding  the   preparation  of  any  pre-printed  forms
                    required by you for the SYSTEM.

          3.   TERM

               The term  of this  Agreement shall  be one (1) year.  It shall
                    then be  renewed automatically  from year to year, unless
                    you shall  give us  written notice requesting termination
                    of training  and maintenance  services at least three (3)
                    months prior  to the  end of  the original or any renewed
                    term.

          4.   CUSTOMER RESPONSIBILITIES

          4.1  PROJECT MANAGER

               You shall  designate a Project Manager with whom we shall deal
                    directly on all matters concerning the SYSTEM.

          4.2  SUPERVISION

               You shall  be exclusively  responsible  for  the  supervision,
                    management, and control of your use of the SYSTEM.

          4.3  SITE PREPARATION

               You are  responsible for  physical site  preparation  and  for
                    maintenance of the hardware and all peripheral equipment.

          4.4  COMPETENT PERSONNEL

               You will provide sufficient employees and/or agents to compile
                    and input the necessary information to build the required
                    data base  for the SYSTEM and to operate the SYSTEM.  You
                    must  have  at  least  one  (1)  person  trained  in  the
                    operations     of      the      hardware      by      the














                                         -3-



                   AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE
                   AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE


                    hardware vendor, and you must make available a minimum of
                    two (2)  of your  employees or  agents for  at least four
                    hours during the training period.

          5.   GENERAL PROVISIONS

          5.1  SEVERABILITY

               The waiver,  invalidity, or unenforceability of any particular
                    provision of  this Agreement  shall not  affect any other
                    provision, and  this Agreement  shall be construed in all
                    respects as  if such  waived, invalid,  or  unenforceable
                    provision were omitted.

          5.2  CONSTRUCTION AND FORUM

               This  Agreement  shall  be  governed  by  and  interpreted  in
                    accordance with  the laws  of  the  state  of  New  York.
                    Jurisdiction for  any dispute hereunder shall lie only in
                    the federal  and state courts located in the State of New
                    York.

          5.3  COMPLETE AGREEMENT

               This Agreement  and its schedules embody the full and complete
                    understanding between you and us.

          5.4  EXCLUSIVENESS OF TERMS

               No salesman, agent or subcontractor has made, or is authorized
                    to make,  any representation or agreement with respect to
                    the SYSTEM  or this  Agreement, except upon the terms and
                    conditions of this Agreement.

          5.5  TAXES

               You agree  to pay  and be responsible for any sales and/or use
                    taxes.

          5.6  PLAN OF PAYMENT

               All payments  shall be  due in  accordance with  the terms and
                    conditions hereof and shall be made directly to us at the
                    address herein specified.










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                   AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE
                   AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE


          5.7  MODIFICATIONS TO THIS AGREEMENT

               No modifications  shall be  made to  this Agreement  except as
                    agreed to in writing, signed by you and by us.

               You acknowledge  that you have read this Agreement, understand
                    it, and  agree to  be bound  by its terms and conditions.
                    Further, you  agree that this Agreement and the schedules
                    hereto are  the complete  and exclusive  statement of the
                    agreement between  you and  us, superseding all proposals
                    or prior  agreements, oral  or  written,  and  all  other
                    communications between you and us relating to the subject
                    matter of this Agreement.







     Agreed to: _____________________________________  Date: _________

     For ____________________________________________



     Agreed to: _____________________________________  Date: _________

     For ____________________________________________

























                                         -5-


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


Article 4736 of misc.jobs.contract: