Computer Program/Software Consultant Agreement

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Computer Program/Software Consultant Agreement to be used by a consultant who provides advice or guidance regarding third party software.

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This Computer Program / Software Consultant Agreement is between a client and a consultant who will provide advice and guidance about a software program developed or produced by a third party to the client. This agreement sets out the specific consultation services to be provided, materials provided to consultant and the designated employee to whom consultant will orally communicate his/her findings.

The agreement also sets out the compensation to be paid for consultant's services, how any expenses will be reimbursed and use and treatment of any confidential information. In addition, it sets forth that any intellectual property discovered by consultant during the scope of this project shall belong to the client.

This Computer Program Consultant Agreement includes:
  • Parties: Names of the client and the consultant rendering advice;
  • Recitals/Services: Sets forth that client desires to implement and develop a computer program, what it is designed to do and that client desires to obtain consultant's expertise regarding its production and implementation;
  • Employment Status: Consultant shall be considered an independent contractor and not an employee of client;
  • Materials: Consultant shall provide all materials in performed consultation services except those related to the software which the client will provide within a certain time frame;
  • Performance: Parties agree that time is of the essence and services will be performed within a reasonable time after all materials are received;
  • Compensation/Expenses: Sets out the hourly rate the consultant will be paid or in the alternative a monthly flat fee. Client will reimburse consultant for reasonable expenses;
  • Confidentiality: Consultant agrees that all confidential materials or information will not be divulged and that none will be circulated to others except when specifically authorized by the client;
  • Work Product Ownership: Consultant agrees that all intellectual property, including ideas, concepts or patents, will be owned by client and considered as "work for hire";
  • Assignment: This agreement cannot be assigned to another without prior written consent;
  • Signatures: This agreement must be signed by both client and consultant.

Protect yourself and your rights by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Computer Program/Software Consultant Agreement
State Law Compliance: This form complies with the laws of all states
Number of Pages10
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43651
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.













Computer Program / Software
Consultant Agreement









This Packet Includes:
1.  General Information
2.  Instructions and Checklist
3.  Computer Program Consultant Agreement











General Information
Computer Program / Software Consultant Agreement

This Computer Program / Software Consultant Agreement is between a client and a consultant who will provide advice and guidance about a software program developed or produced by a third party to the client.  This agreement sets out the specific consultation services to be provided, materials provided to consultant and the designated employee to whom consultant will orally communicate his/her findings.  

The agreement also sets out the compensation to be paid for consultant's services, how any expenses will be reimbursed and use and treatment of any confidential information.  In addition, it sets forth that any intellectual property discovered by consultant during the scope of this project shall belong to the client.  

It is imperative that this agreement be clearly set forth in writing.  A written Computer Program Consultant Agreement will prove invaluable in the event of disagreements, misunderstandings or litigation between the parties.  

  



Instructions and Checklist


Computer Program / Software Consultant Agreement

   Both parties should read the agreement carefully.

   Insert all requested information in the spaces provided on the form.

     The parties should review the "Consultation Services" provision carefully to ensure that all services are spelled out and specified in exact detail.  

   The parties should read the "Performance by Consultant" provision carefully.  If there are disagreements they will likely focus on this provision.

     This form contains the basic terms and language that should be included in similar agreements.  

     Both the client and consultant must sign this agreement.

   Both parties should retain either an original or copy of the signed agreement.

   All legal documents should be kept in a safe location such as a fireproof safe or safe deposit box.  



   




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COMPUTER PROGRAM CONSULTANT AGREEMENT
This is a consultant services agreement between _________________ [name of party contracting for consultants services], referred to in this Agreement as Client,” and _________________ [name of consultant], referred to in this Agreement as Consultant.” Client is _________________ [a _________________(name of state) corporation,] located at _________________ [address]. Consultant is located at _________________ [address]. Client and Consultant are collectively referred to in this Agreement as the Parties.
Recitals
1. Client desires to:
(a) _________________ [specify, e.g., develop, implement, and produce] a computer program, referred to in this Agreement as the Software,” designated as _________________ [name or title of program or programs] and designed to _________________ [describe projected features and function, e.g., perform Clients recordkeeping functions of accounts receivable, accounts payable, and general ledger]; and
(b) Obtain Consultants advice concerning the _________________ [specify, e.g., production, application, and implementation] of the Software.
Client accepts Consultant as an expert for the purposes of providing the consultation required by this Agreement.
Consultation Services
2. (a) _________________ [name of consultant] agrees to act as Consultant and to advise Client with respect to the development of the Software by any other third parties. The Parties agree that any written or oral consultation provided by Consultant is advisory, involving Consultants judgment based on education and experience, and that there is no guarantee of any particular result from the consultation.
(b) The consultation to be performed pursuant to this Agreement includes, but is not limited to, advice concerning the _________________ [specify, e.g., production, application, and implementation] of the Software.
(c) Consultant shall perform _________________ [his or her] duties under this Agreement personally. Consultant shall not delegate the performance of those duties to any other person without first obtaining Clients written consent.
Independent Contractor Status
3. Client and Consultant agree that Consultant shall perform _________________ [his or her] duties under this Agreement as an independent contractor. The Consultant is not to be deemed an employee of Client, and Consultant shall not have or claim any right arising from employee status. Consultant has the sole discretion to determine the manner in which the consultation services are to be performed. However, Client retains the right to exercise final judgment with respect to the ultimate development of the Software and has responsibility for such development.


Materials
4. Except for services that must be performed on or with Clients computers or Software, Consultant shall provide materials used in performing the services described in this Agreement. Client shall deliver any materials relating to the Software to Consultant no later than _________________, _________________ [specify date]. From time to time, Client shall deliver other written materials that relate to the Software.
Consultations
5. (a) Consultation shall be orally communicated between Consultant and _________________ [name of designated employee] when appropriate. On Clients request, Consultant shall prepare any reports or other written documents that are reasonable or mutually agreed upon. Consultation may be made in person between Consultant and _________________ [name of companys designated employee] when mutually convenient and mutually agreed upon.
(b) Client agrees to provide Consultant with access to Clients personnel, and computer hardware, software, and other equipment that is necessary to enable Consultant to perform its duties under this Agreement.
Performance by Consultant
6. Consultant acknowledges and agrees that time is of the essence in the value of Consultants services to Client and _________________ [agrees that consultation services are to be rendered within a reasonable time after receipt of materials from Client or shall complete review of the materials forwarded to Consultant by Client (specify time, e.g., immediately on or within _________________ [number] days after) receipt of the materials and render services to Client within _________________(specify time limit) after review of the materials delivered to _________________Consultant]. _________________ [Optional, if negotiated by attorney for consultant: However, notwithstanding the previous terms of this paragraph, Client agrees that Consultant may postpone Clients proposed assignments when necessary to allow Consultant to perform Consultants normal full-time occupation, if mutually acceptable rescheduling is agreed on by Client. Client further agrees that Consultant may refuse any proposed assignment if that refusal is communicated to Client _________________(in a timely manner or within _________________ [number] working days after) receipt of the proposed assignment].
Compensation
7. (a) Consultant shall be paid _________________ [at the rate of $ _________________per hour or specify compensation for entire project the flat fee of $ _________________, payable at the rate of $ _________________per month] for all services rendered during the term of this Agreement.
(b) Billing shall be by invoice prepared by Consultant by the first of each month following the performance of the duties described in this Agreement. Client agrees to make payment on each invoice, and payments are due, within _________________ [specify number of days] following receipt. The failure of Client to make payment on any invoice within _________________ [specify number of days] after its receipt by Client shall be cause for Consultant to terminate this Agreement.
(c) Consultant shall receive no royalty or other remuneration on the production or sale of the Software.
Expenses
8. Client shall reimburse Consultant for expenses that are reasonably incurred by Consultant in the performance of this Agreement provided the expenses are approved in advance and proper documentation is presented for the expenses.
Confidentiality
9. (a) Consultant agrees that all information communicated to Consultant with respect to the Software, including any confidential information gained by Consultant or _________________ [his or her] representatives by reason of association or employment with Client or its associates is confidential. Consultant further agrees that all information, conclusions, recommendations, reports, advice, or other documents generated by Consultant pursuant to this Agreement are confidential.
(b) Consultant promises and agrees that Consultant shall not disclose any confidential information to any other person unless specifically authorized in writing by Client to do so. If Client gives Consultant written authorization to make any disclosures, Consultant shall do so only within the limits and to the extent of that authorization.
(c) Consultant shall use _________________ [his or her or its] best efforts to prevent inadvertent disclosure of any confidential information to any third party by using the same care and discretion that Consultant uses with any similar data Consultant designates as confidential.
(d) Consultant acknowledges and agrees that all information concerning the Software and any future and proposed products of Client constitutes an exceptionally valuable trade secret of Client. That information includes, but is not limited to the facts that the Software is planned or in production, as well as any descriptions of the features of the Software.
Use of Confidential Information
10. Consultant shall not use any confidential information or circulate it to any other person or persons, except when specifically authorized in advance by Client and then only to the extent necessary for any of the following:
(a) Conducting negotiations, discussions, or consultations with designated Client representatives;
(b) Supplying Client with goods or services at its order;
(c) Preparing confidential estimates, bids or proposals, and invitations for bids or requests for proposals for submission to Client; or
(d) Accomplishing any purpose Client may later specify in writing.
Copies of Confidential Information
11. Consultant agrees that copies of confidential information may not be made without the express written permission of Client and that at the termination of this Agreement all such copies shall be returned to Client along with the originals.
Return of Materials
12. At Clients request, Consultant shall promptly return to Client all confidential materials at the conclusion of the work on, or consideration of work on, the project to which the materials relate.
Confidentiality of Relationship
13. The Parties acknowledge and agree that the fact that Client is using Consultants services is confidential. Neither of the Parties may disclose that fact to others unless it has been approved by the other partys written permission.
Competition
14. Consultant agrees that during the term of this Agreement, Consultant shall not engage or participate in any competitive activity relating to the Software either directly or indirectly, as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity.
Ownership of Work Product
15. (a) Consultant agrees that all intellectual property including but not limited to all ideas and concepts contained in computer programs and software, documentation or other literature or illustrations that are conceived, developed, written, or contributed by Consultant pursuant to this Agreement, either individually or in collaboration with others, shall belong to and be the sole property of Client.
(b) Consultant agrees that all rights in all works prepared or performed by Consultant pursuant to this Agreement, including patent rights and copyrights applicable to any of the intellectual property described in Subparagraph (a) above, shall belong exclusively to Client and shall constitute “works made for hire” for purposes of copyright law.
(c) The provisions of this Paragraph shall not be construed to assign to Client any of Consultants rights in any invention for which no equipment, supplies, facilities, or trade secret information of Client was used, that was developed entirely on Consultants own time, and that:
(i) Does not relate at the time of conception or reduction to practice of the invention to Clients business or to Clients actual or demonstrably anticipated research or development; or
(ii) Does not result from any work performed by Consultant for Client.
Use of Copyrighted Materials
16. Consultant warrants that any materials provided by Consultant for use by Client pursuant to this Agreement shall not contain any proprietary material owned by any other party that is protected under the Copyright Act or any other similar law. Consultant shall be solely responsible for ensuring that any materials provided by Consultant pursuant to this Agreement satisfy this requirement and Consultant agrees to hold Client harmless from all liability or loss to which Client is exposed on account of Consultants failure to perform this duty.
Termination of Contract
17. (a) Unless otherwise provided for, this Agreement shall continue in force _________________ [for a period of _________________(e.g., two (2) years) commencing on _________________, _________________or until the services specified in the Agreement have been fully and completely performed], unless renewed in writing by both parties.
(b) Notwithstanding any other provision of this Agreement, either of the Parties may terminate this Agreement at any time by giving _________________days written notice to the other. Notice of termination shall be deemed effective on its receipt by the other party.
(c) On termination of this Agreement, Consultant shall have no further obligation to provide services for Client and Client shall have no further obligation to pay compensation beyond that for services rendered before the notice of termination is received.
Assignment of Contract
18. Neither of the Parties may assign this Agreement or any rights under the Agreement without the prior written consent of the other party.
Governing Law
19. The Parties agree that this Agreement has been made in __________ [state] and that it shall be governed by and construed pursuant to the laws of the State of _____________.
Entire Agreement
20. This Agreement is the complete and exclusive statement of the mutual understanding of the parties. This Agreement supersedes and cancels all previous written and oral agreements and communications between the Parties relating to the consultant services that are the subject matter of this Agreement.
Notice
21. Any notice required or permitted by this Agreement shall be deemed to have been completed if in writing and delivered personally or mailed by first-class, registered, or certified mail, postage prepaid to the other party.
(a) Notices to Client shall be sent to:
_________________ [specify address, including appropriate department].
(b) Notices to Consultant shall be sent to:
_________________ [specify address, including appropriate department].
Attorneys Fees
22. If any legal action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees in addition to any other relief to which that party may be entitled.
Severability
23. If any court of competent jurisdiction determines that any part of this Agreement is invalid or unenforceable, that determination shall not impair or nullify the remainder of this Agreement.
Amendment
24. The Parties agree that they may amend this Agreement only by a written agreement duly executed by persons authorized to execute agreements on behalf of the Parties.

Executed at _________________ [city], __________ [state] on _________________, _________________.

CLIENT
_________________[name of client]

By [signature]
Authorized Signature
_________________[typed name and title]

CONSULTANT
_________________[name of consultant]
By [signature]
Authorized Signature
_________________[typed name and title]


 

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