Computer Services Subcontract Agreement

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This Computer Services Subcontract Agreement is for use by a contractor who hires a subcontractor to advice and give guidance regarding technical and software programs.

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This Computer Services Subcontract Agreement (Consulting Agreement) is between a contractor who provides software and technical services and a subcontractor who will provide consulting services to the contractor. This agreement sets out the specific services subcontractor will provide, timing of progress reviews and how much the subcontractor will be paid.

This agreement also specifies who will own title and interest in any code, programs, etc. written by the subcontractor and that subcontractor agrees to pay for any personnel required to perform consulting services.

This Computer Services Subcontract Agreement (Consulting Agreement) includes:
  • Parties: Sets forth the names and addresses of the contractor and the subcontractor who will provide technical consulting services;
  • Recitals: Sets forth that contractor will provide technical consulting services and enters into a non-exclusive contract with subcontractor to provide technical consulting services to the customer;
  • Services: Detailed description of the services are set out in a Statement of Work which is attached and incorporated as an exhibit to this agreement;
  • Progress Reviews: Subcontractor will submit status reports to the contractor every week and contractor will provide written direction to subcontractor as to other services to be performed;
  • Payment/Taxes: Contractor will pay subcontractor fees as set out in detail on an exhibit to this agreement. Subcontractor is considered an independent contractor and is solely responsible for the payment of all applicable taxes;
  • Confidentiality: Both parties agree to not the disclose any confidential information to any third party;
  • Termination: Contractor may terminate this agreement at any time and for any reason and subcontractor may terminate the agreement if contractor breaches any provision of the agreement;
  • Signatures: Both parties must sign this agreement.

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 Services Subcontract Agreement
State Law Compliance: This form complies with the laws of all states
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 Services Subcontract Agreement
(Consulting Agreement)









This Packet Includes:
1.  General Information
2.  Instructions and Checklist
3.  Computer Services Subcontract Agreement
     Consulting Agreement











General Information
Computer Services Subcontract Agreement
(Consulting Agreement)

This Computer Services Subcontract Agreement (Consulting Agreement) is between a contractor who provides software and technical services and a subcontractor who will provide consulting services to the contractor.  This agreement sets out the specific services subcontractor will provide, timing of progress reviews and how much the subcontractor will be paid.  

This agreement also specifies who will own title and interest in any code, programs, etc. written by the subcontractor and that subcontractor agrees to pay for any personnel required to perform consulting services.

It is vital that this consulting agreement be clearly memorialized in writing.  A written Computer Services Subcontract Agreement (Consulting Agreement) will prove invaluable in the event of disagreements, misunderstandings or litigation between the parties.  

  



Instructions and Checklist


Computer Services Subcontract Agreement
(Consulting Agreement)

   Both parties should read the agreement carefully.

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

     This form includes exhibits that should be attached and incorporated as part of this agreement.  

   This agreement includes an arbitration provision.  If you prefer to settle any disputes through the court system, simply remove this language and replace with applicable language.  
     This form contains the basic terms and language that should be included in similar agreements.  

     Both the contractor and subcontractor must sign the 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 services subcontract agreement
Consulting agreement

THIS AGREEMENT is made as of __________________, (the “Effective Date”), by and between __________________ with its principal place of business at __________________ (hereinafter referred to as “Contractor”), and __________________ with its principal place of business at __________________ (hereinafter referred to as “Subcontractor”).


RECITALS
WHEREAS, Contractor is in the business of providing software products and technical services to its various Customers under Prime Contracts; and
WHEREAS, Subcontractor is in the business of providing technical consulting services; and
WHEREAS, the parties desire to enter into a non-exclusive contractual relationship for the provision of Services to Contractors Customers as described herein; and
WHEREAS, the parties acknowledge that Contractor shall act as the Prime Contractor for the delivery of Services to its Customers, that Subcontractor shall act as a subcontractor under said Prime Contracts for the delivery of the Services described herein, and that Subcontractor shall not act as an employee or agent of Contractor or its Customers;
THEREFORE, the parties enter into the following agreement:
1. Definitions.
(a) “Services” shall include, but not be limited to, programming, software analysis, data and database conversion, project analysis, project management, document development, testing, installation, troubleshooting, security assessment, problem resolution and technical support.
(b) “Customer” shall mean Contractors Customer and the Customers client to whom the Services under this Agreement shall be provided.
(c) “Prime Contract” shall mean Contractors contract with the Customer for which purchase orders under this Agreement shall issue.
(d) “Prime Contractor” shall mean Contractor, which has the primary responsibility and the exclusive right to provide Services directly to the Customer.
(e) “Subcontractor” shall mean the person or firm under contract to perform the Services under this Agreement, and any persons provided by Subcontractor to Contractor or the Customer, such as Subcontractors employees, agents and independent contractors. It is expressly recognized and agreed that Subcontractor and all persons provided by Subcontractor are not employees or agents of Contractor or the Customer.
2. Duration of the Agreement. This Agreement shall commence on the date first written above, and shall continue for one (1) year thereafter, unless sooner terminated in accordance with the provisions hereof.

3. Services.
(a) Subcontractor shall provide the services as described herein as requested from time to time by Contractor in support of its Prime Contracts. Nothing herein shall be construed as a guarantee by Contractor of future requests for subcontractor to perform services hereunder.
(b) Contractor, by issuance of a purchase order, shall request that Subcontractor provide the Services defined in the Statement of Work (SOW), which will be made a part of this Agreement as Exhibit A at the rates listed in Exhibit B. The services shall conform to the SOW and any written revisions thereto made by either Contractor or its Customer. So long as the requirements of the SOW are met, the manner in which the work is performed will be determined solely by the Subcontractor.
(c) In the event Subcontractor anticipates at any time that it will not reach one or more milestones or complete one or more assignments within the prescribed timetable, Subcontractor shall immediately so inform Contractor by written notice.
(d) Contractor may at any time, and for any reason, terminate the Services of Subcontractor or of any persons provided by Subcontractor to Contractor or the Customer. Subcontractor shall act promptly to remove itself and such persons from the Customers premises. Subcontractor shall also provide a written list of all work performed and all remaining work to be completed. Subcontractor shall also act promptly to return to Contractor and the Customer all materials provided by Contractor and the Customer to Subcontractor or such persons, and to return all materials, software, data and other products created, developed or converted by Subcontractor or such persons. Contractors sole liability in such event shall be to pay Subcontractor, at the rates listed in Exhibit B, attached hereto and incorporated herein by reference, for the Services actually performed by Subcontractor or such persons prior to termination, provided that all work provided by Subcontractor and such persons is in compliance with the SOW.
4. Terms and conditions.
(a) This Agreement contains the only terms and conditions that apply to all purchases of Services made pursuant to this Agreement, notwithstanding any terms or conditions contained in any acknowledgment or other business term transmitted by Subcontractor. All Subcontractor acknowledgments and transmittals must reference this Agreement and Contractors or the Customers applicable purchase order.
(b) This Agreement does not constitute a purchase order or other commitment. Purchases of Services shall be evidenced by purchase orders issued by Contractor or the Customer. Contractor shall be responsible for payment of Services covered by purchase orders issued against this Agreement, provided that all work performed by Subcontractor and persons provided by Subcontractor conforms with the SOW.
5. Additional or modified terms and conditions. The parties agree that from time to time it will be necessary to negotiate additional or modified terms and conditions, which shall be attached hereto and incorporated herein by reference as Exhibit C. Such additional or modified terms and conditions may be in the form of flow down requirements from the Prime Contract. In the event that any inconsistency exists between this Agreement and the additional or modified terms and conditions, the additional or modified terms and conditions shall take precedence. If any additional or modified terms cause an increase in the cost of, or the time required for performance under, this Agreement, an equitable adjustment shall be negotiated and made to the Agreement price or delivery schedule, or both. No claim by the Subcontractor for such an adjustment shall be valid, unless asserted within fifteen (15) calendar days from the date of the Subcontractors receipt of the requested amendments or modifications.
6. Progress Review.
(a) In order for Contractor to assess Subcontractors progress, status reports must be submitted by Subcontractor to Contractor each Monday via FAX for the previous weeks work. A sample of an acceptable status report is set forth in Exhibit D. Upon request of Contractor or the Customer, Subcontractor shall furnish to Contractor or the Customer additional written evidence of Subcontractors compliance with its obligations under this Agreement in a format that is acceptable to Contractor or the Customer.
(b) Contractor or the Customer may audit and review the progress of the Services being performed by Subcontractor, and Subcontractor shall cooperate with any such audits.
(c) Contractor will provide written direction for any revisions to the SOW that may be desired by Contractor or the customer, and only Contractor will authorize Subcontractor, in writing, to perform such revisions. If changes in the work are required due to the errors or omissions of Subcontractor, Subcontractor shall, at its own expense, make any revisions requested by Contractor or the Customer to make the Services conform to the SOW.
(d) Contractor reserves the right to reject the Services at any time, if the Services were not delivered in a timely manner or in compliance with the SOW. If Contractor determines that the Services do not conform with the SOW, Subcontractor shall have ten (10) working days to fully remedy the non-conforming Services.
7. Payment and Taxes.
(a) As full compensation and consideration for the services and other obligations of Subcontractor set forth herein, Contractor will pay Subcontractor the applicable fees set out in Exhibit B. Said fees will be paid by Contractor in monthly installments, payable net thirty (30) days from the date of actual receipt of a monthly invoice from Subcontractor that complies with the requirements of this Agreement.
(b) On the first business day of each month, Subcontractor shall submit duplicate invoices to Contractor for the services performed in the immediately preceding month, attaching a copy of all of the prior months status reports evidencing the amounts of billable time expended and a description of the work performed. Contractor shall only pay for services actually rendered by the Subcontractor at the rates set forth in Exhibit B.
(c) Based upon the status as an independent contractor, Subcontractor shall be solely responsible for payment of any and all applicable taxes including, but not limited to, FICA, Medicare, federal, state and local withholding, and any other applicable taxes. It is expressly acknowledged that Contractor is not responsible for workers compensation or unemployment compensation in relation to Subcontractor or any of Subcontractors employees, agents or independent contractors. To the extent Subcontractor employs individuals who perform services under this Agreement, the Subcontractor shall determine and be solely responsible for the compensation (including fringe benefits, if any) of its employees, and for the administration and costs of the payroll, including any required tax withholdings or other deductions, including unemployment insurance.
(d) At year-end, Contractor shall issue a Form 1099 to Subcontractor, if required by applicable law. Subcontractor and its employees, agents and independent contractors shall indemnify and hold harmless Contractor and the Customer from any obligations to pay any sales or withholding taxes, social security taxes, unemployment or disability insurance or similar charges, including any interest or penalties thereon, in connection with any payments made by Contractor under this Agreement.
(e) Subcontractor shall promptly pay its own employees, agents and independent contractors for all work performed. If Subcontractor does not pay its own employees, agents and independent contractors on a current basis for work performed on behalf of Contractor or the Customer, such non-payment shall be deemed a material breach of the Agreement and shall entitle Contractor, in addition to all other remedies, to withhold all further payments to Subcontractor under the applicable purchase order, and shall entitle Contractor to contract directly with Subcontractors employees, agents and independent contractors to complete the Services.
8. Warranty. Subcontractor expressly warrants that the services provided to Contractor and the Customer under this Agreement shall conform with the SOW. Subcontractor agrees that it shall not be relieved of the foregoing express warranty, even if Subcontractor uses its best efforts to remedy any failure to conform with the SOW.
9. Ownership.
(a) All right, title and interest in and to any software code, programs, data and databases created, developed and converted by Subcontractor, and all right, title and interest in and to all patents, copyrights, mask work rights, trade secrets, trademarks, know-how and other intellectual property created, developed or converted hereunder are hereby, upon Subcontractors creation thereof, transferred and assigned to Contractor and otherwise vested exclusively in Contractor. Subcontractor shall obligate its employees, agents and independent contractors to provide and supply to Contractor at no additional cost, all such assignments, rights, and covenants as Contractor deems appropriate to assure and perfect such transfer, assignment and other vesting. All software code, programs, data and databases created, developed and converted under this Agreement shall be deemed to be a “work made for hire” to the fullest extent allowed by law.
(b) Subcontractor agrees, and shall obligate Subcontractors employees, agents and independent contractors to agree, that all software code, programs, data and databases created, developed and converted hereunder shall be kept in confidence by Subcontractor and Subcontractors employees, agents and independent contractors, and shall be used only in the performance of this Agreement, and may not be used for any other purpose.
(c) Subcontractor grants, and agrees to grant to Contractor, an irrevocable, unrestricted, exclusive, royalty-free, perpetual license to reproduce, modify, prepare derivative works, sell, license, lease, distribute, publicly perform and publicly display, in whole and in part, all software code, programs, data and databases created, developed and converted hereunder by Subcontractor and its employees, agents and independent contractors. Contractor shall acquire title upon delivery to all software media and other information, communication, and copies of all software code, programs, data and databases created, developed and converted hereunder.


10. Personnel.
(a) Subcontractor, at its sole expense, shall secure all personnel required to perform services pursuant to this Agreement. If required by the Customer to work at the Customers premises, Subcontractor and its employees, agents or independent contractors shall observe the working hours, working rules and holiday schedule of the Customer while working on said premises. Contractor reserves the right to direct the replacement of any personnel assigned by Subcontractor to perform the Services. If Contractor determines that the presence of any such person is detrimental to the progress of the work, Subcontractor shall replace such personnel with properly qualified personnel as soon as is reasonably practicable.
(b) The parties agree that the Subcontractor is an independent contractor, and that employees, agents or independent contractors retained by Subcontractor and provided to Contractor or the Customer hereunder shall not be considered employees or agents of Contractor or the Customer, nor shall they hold themselves out to any third party to be an employee or agent of Contractor or its Customer.
(c) Nothing herein shall be construed to grant to Subcontractor any right or authority to create any obligation, expressed or implied, on behalf of Contractor or the Customer, or to bind Contractor or the Customer in any manner whatsoever to Subcontractors employees, agents or independent contractors, or to any other third parties.
(d) Subcontractor shall, bearing all costs therefore, ensure that appropriate personnel are trained, certified and qualified on the Customers software products. Subcontractor shall use its best efforts to maintain on its staff at all times at least one (1) consultant and one (1) instructor, both of whom are certified on the Customers products. The certified consultant and certified instructor may be the same person. If Subcontractor does not have at least one (1) certified consultant and one (1) certified instructor, Subcontractor shall register at least one (1) consultant and one (1) instructor for training on the Customers software within sixty (60) days of the date first written above. Subcontractor is permitted up to sixty (60) days to replace a certified consultant upon termination or other loss of the certified consultant from Subcontractors payroll, provided that Subcontractor continues to provide Services in compliance with the SOW.
11. Non-competition. Beginning on the date first written above and continuing for two (2) years after expiration or termination of this Agreement, whichever occurs first, Subcontractor agrees that it and its employees, agents and independent contractors shall not enter into any contractual relationship directly or indirectly with any Customer for the provision of Services that are related in any way to the Services described under this Agreement. It is understood and agreed that in the event of a breach of this Section, damages are deemed not to be an adequate remedy, that irreparable harm is immediate and imminent, that Contractor shall automatically be entitled to injunctive relief to restrain any such breach, threatened or actual, and that the equities of such an injunction tip decidedly in favor of Contractor.
12. Confidentiality.
(a) The parties acknowledge that in the course of performing under this Agreement, each party may be provided with or given access to information, in oral, recorded, electronic or written form, information that is proprietary and confidential to the other party or to the Customer (collectively referred to as the “Confidential Information”), including by way of illustration only, and without limitation:(1) Information regarding the management and business of the other party or the Customer, the organizational structure, policies and procedures of the other party or the Customer, and information concerning the business relationships of the other party or the Customer; and(2) Contractors and the Customers software products, and all related expressions, data, databases, system designs, specifications, documentation, code, architecture, structure, algorithms, techniques, processes, protocols, product materials, notes, slides, know-how and ideas (the “Software Products”).
(b) The term “Confidential Information” as used herein shall not include, and neither party shall have any obligations of confidentiality with respect to, information that is:(1) In, or comes into, the public domain, except as a result of a breach of this provision;(2) Received by either party from a third party not under any obligation of confidentiality with respect thereto;(3) Independently developed by either partys personnel that have not had access to the Confidential Information;(4) Required to be disclosed by either party under operation of law; or(5) Approved in advance in writing for disclosure by the owner of the Confidential Information.
(c) The parties expressly agree that each shall employ at least the same degree of care in preventing the disclosure of the Confidential Information to any third party as each party uses with regard to its own information of similar importance, provided, however, that in no event shall either party employ less than a reasonable degree of care to protect the secrecy of the Confidential Information. Each party shall disclose the Confidential Information to only those of its employees, agents or independent contractors who have a need to know the information for the purposes of providing Services under this Agreement.
(d) It is understood and agreed that in the event of a breach of this Section, damages are deemed not to be an adequate remedy, that irreparable harm is immediate and imminent, that the owner of the Confidential Information shall automatically be entitled to injunctive relief to restrain any such breach, threatened or actual, and that the equities of such an injunction tip decidedly in favor of the owner of the Confidential Information.
(e) Contractor shall (i) Establish computer security policies and procedures designed to ensure the:(A) Security and integrity of Confidential Information;(B) Protection against anticipated threats or hazards to the security or integrity of Confidential Information; and(C) Protection against the unauthorized access or use of Confidential Information; and(ii) Permit Customer to audit Contractors compliance with this section during regular business hours upon reasonable notice to Contractor, and to provide to Customer copies of audits and system test results acquired by Contractor in relation to the systems used to deliver services to Customer under this Agreement.
13. Temporary use of Contractors and the Customers software products.
(a) Contractor grants to Subcontractor a personal, non-sublicensable, non-transferable, non-exclusive, temporary license to use the Software Products only for the purpose as defined herein.
(b) Despite the “need to know” disclosure provision in Subsection 12(c), above, Subcontractor may only make and possess up to two (2) copies of the Software Products in order to provide Services under this Agreement.
(c) Subcontractor shall not reproduce, modify, reverse assemble, decompile or reverse engineer the Software Products, or otherwise attempt to discover any Software Products source code or underlying Confidential Information.
(d) The temporary use period of this Agreement runs for one (1) year from the date first written above, unless terminated earlier. Contractor or the Customer may terminate Subcontractors temporary use for any reason upon ten (10) days written notice or immediately upon notice of any breach by Subcontractor of the provisions of this Amendment or the Agreement. Within fifteen (15) days following expiration or termination of this Agreement, Subcontractor shall return to Contractor and the Customer all Software Products and other Confidential Information in tangible form in its possession. Any additional copies of the Software Products and other Confidential Information held by Subcontractor that are not returned to Contractor or the Customer shall be destroyed by Subcontractor within the fifteen (15) day period, and such destruction shall be certified by Subcontractor to Contractor and the Customer.
(e) Subcontractor shall not export any Software Products, Confidential Information, technical data or products received from Contractor or the Customer under this Amendment, nor make them available to any governmental agency.
(f) The Software Products disclosed under this Agreement are provided for temporary use only and are delivered “AS IS,” and Contractor and the Customer make no warranty of any kind with respect to the accuracy of such Software Products or their suitability for any particular use or with respect to freedom from bugs or uninterrupted use. CONTRACTOR AND THE CUSTOMER DISCLAIM ALL WARRANTIES OF ANY KIND TO SUBCONTRACTOR, SUBCONTRACTORS EMPLOYEES, AGENTS AND INDEPENDENT CONTRACTORS, AND ALL THIRD PARTIES, AND CONTRACTOR AND THE CUSTOMER DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT; 7) TITLE; 8) MARKETABILITY; 9) PROFITABILITY; 10) SUITABILITY; AND/OR 11) ANY TYPE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN NO EVENT SHALL CONTRACTOR OR THE CUSTOMER BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF USE OF THE SOFTWARE PRODUCTS (INCLUDING LOSS OF PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, EVEN IF CONTRACTOR OR THE CUSTOMER HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF CONTRACTOR OR THE CUSTOMER WAS GROSSLY NEGLIGENT. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Subcontractor. In such jurisdictions, Contractors and the Customers liability is limited to the greatest extent permitted by law.
14. Indemnification.
(a) Subcontractor shall defend Contractor and the Customer against any claim that Services furnished hereunder by Subcontractor infringe any worldwide patents, trade secrets or copyrights, and Subcontractor shall indemnify Contractor and the Customer against any loss, damage or liability arising from final award against Contractor and the Customer, provided that Contractor notifies the Subcontractor promptly in writing of the claim and provides Subcontractor with reasonable assistance and sole authority to defend or settle such claims, at Subcontractors sole expense. Subcontractor shall not be liable for any claim of infringement arising from Subcontractors conformance with specifications provided by Contractor and/or the Customer.
(b) Subcontractor shall indemnify and hold harmless Contractor and the Customer, their officers, directors, employees, agents and attorneys from and against any claims or actions brought by Subcontractors employees, agents, independent contractors or any third parties, and from any and all damages, losses, expenses and reasonable attorneys fees and costs of litigation, arising out of or resulting from any claim other than conformance with specifications provided by Contractor and/or the Customer, including, but not limited to:(1) Acts, errors or omissions claims caused by Subcontractor or any of its agents, employees, or independent contractors;(2) Property damage claims caused by Subcontractor or any of its agents, employees, or independent contractors;(3) Personal bodily injury claims caused by Subcontractor or any of its agents, employees, or independent contractors;(4) Workers compensation claims made by or caused by Subcontractor or any of its agents, employees, or independent contractors;(5) Automobile collision damages and injuries claims made by or caused by Subcontractor or any of its agents, employees, or independent contractors; and(6) Discrimination claims made by or caused by Subcontractor or any of its agents, employees, or independent contractors.
15. Termination.
(a) This Agreement may be terminated by Contractor in whole or in part at any time and for any reason, and any purchase order issued hereunder may be immediately terminated in whole or in part by Contractor upon the occurrence of any of the following:(1) The termination of the Prime Contract;(2) Amendment of the Prime Contract such that the Services specified in the purchase order are no longer required; or(3) Contractor or the Customer no longer requires such Services from Subcontractor.
(b) Subcontractor may terminate this Agreement in whole or in part upon Contractors material breach where such breach continues for a period of ten (10) business days following Contractors receipt of written notice.
(c) Accrued liabilities under this Agreement shall remain in full force and effect in the event of termination under Subsection 15(a) or 15(b).
16. Assignment. Subcontractor may not assign or delegate obligations under this Agreement, either in whole or in part, without the prior written consent of Contractor. Any attempted assignment or delegation by Subcontractor shall be null and void, and shall give Contractor the right to immediately terminate this Agreement without liability for Services performed after such termination. The rights and liabilities of the parties hereto shall be binding upon and inure to the benefit of their respective successors, permitted assigns, executors and administrators.
17. Permits. Subcontractor shall acquire and maintain in good standing, and at its sole expense, all permits, licenses and other entitlements required of it by Contractor or the Customer in the performance of Services under this Agreement.
18. No use of Contractors or the Customers name. Subcontractor shall not use Contractors or the Customers name in any form of advertising, selling, marketing or publicity, unless Subcontractor previously obtains specific approval in writing from Contractor or the Customer.

19. Dispute Resolution.
(a) In the event that any party applies for a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm pending the selection and confirmation of an arbitrator as provided in Subsection 19(b), below, then:(1) The construction, validity and performance of this Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of [State];(2) The parties expressly waive the Commonwealth of [State]s choice of law rules; and(3) The parties agree that venue and jurisdiction shall properly lie in the County of __________________, State of __________________.
(b) All other disputes between the parties arising out of the subject matter of this Agreement shall be resolved by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association in _______________ before a single arbitrator.
20. Waiver. The failure of Contractor to enforce any provision of this Agreement at any time, to exercise any election or option provided herein, or to require at any time the performance by Subcontractor of any provisions herein will not in any way constitute a waiver of such provision.
21. Notices. Any notice required under this Agreement shall be in writing and shall be sent to the individuals listed below. Notices shall be effective when received and shall be sent via facsimile, certified or registered mail, return receipt requested, or via overnight carrier.Contractor:________________________________________________________________________________________________Telephone:  ________________________Facsimile:  ________________________
Subcontractor:
________________________
________________________
________________________
________________________
Telephone:  ________________________
Facsimile:  ________________________
22. Force majeure. Neither Contractor, the Customer, nor Subcontractor shall be liable for delays in performance due to circumstances beyond their reasonable control.
23. Non-exclusivity. Except as otherwise provided in Section 11, above, nothing herein shall prevent either party from entering into similar agreements for services with any other third party.
24. Independent contractor relationship. Nothing contained herein or elsewhere shall give rise to, or be construed to create, any partnership, joint venture or employer-employee relationship between Contractor and the Subcontractor, between Contractor and the Subcontractors employees, agents or independent contractors, between Customer and the Subcontractor, nor between Customer and the Subcontractors employees. Rather, it is the specific intent of the parties that the Subcontractor shall be an independent contractor to Contractor. Contractor is interested only in the results achieved by the services provided by the Subcontractor. The manner of legally achieving those results is the responsibility of the Subcontractor.
25. Surviving sections. The following Sections shall survive the expiration or earlier termination of this Agreement: 7. Payment and taxes; 8. Warranty; 9. Ownership; 11. Non-competition; 12. Confidentiality; 14. Indemnification; and 18. No use of Contractors or the Customers name.
26. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason whatsoever, the remaining provisions shall remain valid and unimpaired, and shall continue in full force and effect.
27. Knowing consent and authority to consent. The parties knowingly and expressly consent to this Agreement. Each signatory represents that it is authorized to enter into this Agreement on behalf of itself and its respective party.
28. Entire agreement. This Agreement and the Exhibits hereto constitute the entire agreement of the parties hereto and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter, and this Agreement prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communication between the parties during the term of this Agreement, unless such additional terms are consented to by both parties in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

__________________
__________________
(“Contractor”)
(“Subcontractor”)
By:_______________
By: _________________
    (Signature)
    (Signature)
__________________
__________________
(Typed Name)
(Typed Name)
__________________
__________________
(Title)
(Title)

Attachments:
EXHIBIT A-STATEMENT OF WORK
EXHIBIT B-RATE SCHEDULE
EXHIBIT C-ADDITIONAL OR MODIFIED TERM & CONDITIONS
EXHIBIT D-STATUS REPORT
EXHIBIT A
STATEMENT OF WORK

CONTRACTOR CUSTOMER NAME:  __________________
SUBCONTRACTORS START DATE:  __________________


__________________
__________________
(“Contractor”)
(“Subcontractor”)
By:  __________________
By:  __________________
    (Signature)
    (Signature)
__________________
__________________
(Typed Name)
(Typed Name)
__________________
__________________
(Title)
(Title)




EXHIBIT B
SUBCONTRACTOR RATE SCHEDULE

__________________
 Labor Category                   Daily Rate*                  Hourly Rate (if applicable)
__________________
 Consultant

* Based on eight (8) hours worked per day.
Discounts to be negotiated on a project-by-project basis.



EXHIBIT C
ADDITIONAL OR MODIFIED TERMS & CONDITIONS


The following additional terms and conditions are applicable to all purchase orders referencing this Exhibit:
__________________
__________________
(“Contractor”)
(“Subcontractor”)
By:  __________________
By:  __________________
    (Signature)
    (Signature)
__________________
__________________
(Typed Name)
(Typed Name)
__________________
__________________
(Title)
(Title)




EXHIBIT D
STATUS REPORT

Forward to:                  Fax#    
Contact:                  Telephone#    
__________________



Consultant Status Report
__________________
Consultant Name
Company Name
Address
On-Site Telephone #
Contractor Project Manager
Week-Ending Date (Friday)
Contractor/Customer PO Number
Project Description
Tasks Completed
__________________



Number of Hours Worked Each Day
__________________
__________________
__________________
Consultant Signature
Date



Number of Pages18
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43662
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 Services Subcontract Agreement
(Consulting Agreement)









This Packet Includes:
1.  General Information
2.  Instructions and Checklist
3.  Computer Services Subcontract Agreement
     Consulting Agreement











General Information
Computer Services Subcontract Agreement
(Consulting Agreement)

This Computer Services Subcontract Agreement (Consulting Agreement) is between a contractor who provides software and technical services and a subcontractor who will provide consulting services to the contractor.  This agreement sets out the specific services subcontractor will provide, timing of progress reviews and how much the subcontractor will be paid.  

This agreement also specifies who will own title and interest in any code, programs, etc. written by the subcontractor and that subcontractor agrees to pay for any personnel required to perform consulting services.

It is vital that this consulting agreement be clearly memorialized in writing.  A written Computer Services Subcontract Agreement (Consulting Agreement) will prove invaluable in the event of disagreements, misunderstandings or litigation between the parties.  

  



Instructions and Checklist


Computer Services Subcontract Agreement
(Consulting Agreement)

   Both parties should read the agreement carefully.

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

     This form includes exhibits that should be attached and incorporated as part of this agreement.  

   This agreement includes an arbitration provision.  If you prefer to settle any disputes through the court system, simply remove this language and replace with applicable language.  
     This form contains the basic terms and language that should be included in similar agreements.  

     Both the contractor and subcontractor must sign the 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 services subcontract agreement
Consulting agreement

THIS AGREEMENT is made as of __________________, (the “Effective Date”), by and between __________________ with its principal place of business at __________________ (hereinafter referred to as “Contractor”), and __________________ with its principal place of business at __________________ (hereinafter referred to as “Subcontractor”).


RECITALS
WHEREAS, Contractor is in the business of providing software products and technical services to its various Customers under Prime Contracts; and
WHEREAS, Subcontractor is in the business of providing technical consulting services; and
WHEREAS, the parties desire to enter into a non-exclusive contractual relationship for the provision of Services to Contractors Customers as described herein; and
WHEREAS, the parties acknowledge that Contractor shall act as the Prime Contractor for the delivery of Services to its Customers, that Subcontractor shall act as a subcontractor under said Prime Contracts for the delivery of the Services described herein, and that Subcontractor shall not act as an employee or agent of Contractor or its Customers;
THEREFORE, the parties enter into the following agreement:
1. Definitions.
(a) “Services” shall include, but not be limited to, programming, software analysis, data and database conversion, project analysis, project management, document development, testing, installation, troubleshooting, security assessment, problem resolution and technical support.
(b) “Customer” shall mean Contractors Customer and the Customers client to whom the Services under this Agreement shall be provided.
(c) “Prime Contract” shall mean Contractors contract with the Customer for which purchase orders under this Agreement shall issue.
(d) “Prime Contractor” shall mean Contractor, which has the primary responsibility and the exclusive right to provide Services directly to the Customer.
(e) “Subcontractor” shall mean the person or firm under contract to perform the Services under this Agreement, and any persons provided by Subcontractor to Contractor or the Customer, such as Subcontractors employees, agents and independent contractors. It is expressly recognized and agreed that Subcontractor and all persons provided by Subcontractor are not employees or agents of Contractor or the Customer.
2. Duration of the Agreement. This Agreement shall commence on the date first written above, and shall continue for one (1) year thereafter, unless sooner terminated in accordance with the provisions hereof.

3. Services.
(a) Subcontractor shall provide the services as described herein as requested from time to time by Contractor in support of its Prime Contracts. Nothing herein shall be construed as a guarantee by Contractor of future requests for subcontractor to perform services hereunder.
(b) Contractor, by issuance of a purchase order, shall request that Subcontractor provide the Services defined in the Statement of Work (SOW), which will be made a part of this Agreement as Exhibit A at the rates listed in Exhibit B. The services shall conform to the SOW and any written revisions thereto made by either Contractor or its Customer. So long as the requirements of the SOW are met, the manner in which the work is performed will be determined solely by the Subcontractor.
(c) In the event Subcontractor anticipates at any time that it will not reach one or more milestones or complete one or more assignments within the prescribed timetable, Subcontractor shall immediately so inform Contractor by written notice.
(d) Contractor may at any time, and for any reason, terminate the Services of Subcontractor or of any persons provided by Subcontractor to Contractor or the Customer. Subcontractor shall act promptly to remove itself and such persons from the Customers premises. Subcontractor shall also provide a written list of all work performed and all remaining work to be completed. Subcontractor shall also act promptly to return to Contractor and the Customer all materials provided by Contractor and the Customer to Subcontractor or such persons, and to return all materials, software, data and other products created, developed or converted by Subcontractor or such persons. Contractors sole liability in such event shall be to pay Subcontractor, at the rates listed in Exhibit B, attached hereto and incorporated herein by reference, for the Services actually performed by Subcontractor or such persons prior to termination, provided that all work provided by Subcontractor and such persons is in compliance with the SOW.
4. Terms and conditions.
(a) This Agreement contains the only terms and conditions that apply to all purchases of Services made pursuant to this Agreement, notwithstanding any terms or conditions contained in any acknowledgment or other business term transmitted by Subcontractor. All Subcontractor acknowledgments and transmittals must reference this Agreement and Contractors or the Customers applicable purchase order.
(b) This Agreement does not constitute a purchase order or other commitment. Purchases of Services shall be evidenced by purchase orders issued by Contractor or the Customer. Contractor shall be responsible for payment of Services covered by purchase orders issued against this Agreement, provided that all work performed by Subcontractor and persons provided by Subcontractor conforms with the SOW.
5. Additional or modified terms and conditions. The parties agree that from time to time it will be necessary to negotiate additional or modified terms and conditions, which shall be attached hereto and incorporated herein by reference as Exhibit C. Such additional or modified terms and conditions may be in the form of flow down requirements from the Prime Contract. In the event that any inconsistency exists between this Agreement and the additional or modified terms and conditions, the additional or modified terms and conditions shall take precedence. If any additional or modified terms cause an increase in the cost of, or the time required for performance under, this Agreement, an equitable adjustment shall be negotiated and made to the Agreement price or delivery schedule, or both. No claim by the Subcontractor for such an adjustment shall be valid, unless asserted within fifteen (15) calendar days from the date of the Subcontractors receipt of the requested amendments or modifications.
6. Progress Review.
(a) In order for Contractor to assess Subcontractors progress, status reports must be submitted by Subcontractor to Contractor each Monday via FAX for the previous weeks work. A sample of an acceptable status report is set forth in Exhibit D. Upon request of Contractor or the Customer, Subcontractor shall furnish to Contractor or the Customer additional written evidence of Subcontractors compliance with its obligations under this Agreement in a format that is acceptable to Contractor or the Customer.
(b) Contractor or the Customer may audit and review the progress of the Services being performed by Subcontractor, and Subcontractor shall cooperate with any such audits.
(c) Contractor will provide written direction for any revisions to the SOW that may be desired by Contractor or the customer, and only Contractor will authorize Subcontractor, in writing, to perform such revisions. If changes in the work are required due to the errors or omissions of Subcontractor, Subcontractor shall, at its own expense, make any revisions requested by Contractor or the Customer to make the Services conform to the SOW.
(d) Contractor reserves the right to reject the Services at any time, if the Services were not delivered in a timely manner or in compliance with the SOW. If Contractor determines that the Services do not conform with the SOW, Subcontractor shall have ten (10) working days to fully remedy the non-conforming Services.
7. Payment and Taxes.
(a) As full compensation and consideration for the services and other obligations of Subcontractor set forth herein, Contractor will pay Subcontractor the applicable fees set out in Exhibit B. Said fees will be paid by Contractor in monthly installments, payable net thirty (30) days from the date of actual receipt of a monthly invoice from Subcontractor that complies with the requirements of this Agreement.
(b) On the first business day of each month, Subcontractor shall submit duplicate invoices to Contractor for the services performed in the immediately preceding month, attaching a copy of all of the prior months status reports evidencing the amounts of billable time expended and a description of the work performed. Contractor shall only pay for services actually rendered by the Subcontractor at the rates set forth in Exhibit B.
(c) Based upon the status as an independent contractor, Subcontractor shall be solely responsible for payment of any and all applicable taxes including, but not limited to, FICA, Medicare, federal, state and local withholding, and any other applicable taxes. It is expressly acknowledged that Contractor is not responsible for workers compensation or unemployment compensation in relation to Subcontractor or any of Subcontractors employees, agents or independent contractors. To the extent Subcontractor employs individuals who perform services under this Agreement, the Subcontractor shall determine and be solely responsible for the compensation (including fringe benefits, if any) of its employees, and for the administration and costs of the payroll, including any required tax withholdings or other deductions, including unemployment insurance.
(d) At year-end, Contractor shall issue a Form 1099 to Subcontractor, if required by applicable law. Subcontractor and its employees, agents and independent contractors shall indemnify and hold harmless Contractor and the Customer from any obligations to pay any sales or withholding taxes, social security taxes, unemployment or disability insurance or similar charges, including any interest or penalties thereon, in connection with any payments made by Contractor under this Agreement.
(e) Subcontractor shall promptly pay its own employees, agents and independent contractors for all work performed. If Subcontractor does not pay its own employees, agents and independent contractors on a current basis for work performed on behalf of Contractor or the Customer, such non-payment shall be deemed a material breach of the Agreement and shall entitle Contractor, in addition to all other remedies, to withhold all further payments to Subcontractor under the applicable purchase order, and shall entitle Contractor to contract directly with Subcontractors employees, agents and independent contractors to complete the Services.
8. Warranty. Subcontractor expressly warrants that the services provided to Contractor and the Customer under this Agreement shall conform with the SOW. Subcontractor agrees that it shall not be relieved of the foregoing express warranty, even if Subcontractor uses its best efforts to remedy any failure to conform with the SOW.
9. Ownership.
(a) All right, title and interest in and to any software code, programs, data and databases created, developed and converted by Subcontractor, and all right, title and interest in and to all patents, copyrights, mask work rights, trade secrets, trademarks, know-how and other intellectual property created, developed or converted hereunder are hereby, upon Subcontractors creation thereof, transferred and assigned to Contractor and otherwise vested exclusively in Contractor. Subcontractor shall obligate its employees, agents and independent contractors to provide and supply to Contractor at no additional cost, all such assignments, rights, and covenants as Contractor deems appropriate to assure and perfect such transfer, assignment and other vesting. All software code, programs, data and databases created, developed and converted under this Agreement shall be deemed to be a “work made for hire” to the fullest extent allowed by law.
(b) Subcontractor agrees, and shall obligate Subcontractors employees, agents and independent contractors to agree, that all software code, programs, data and databases created, developed and converted hereunder shall be kept in confidence by Subcontractor and Subcontractors employees, agents and independent contractors, and shall be used only in the performance of this Agreement, and may not be used for any other purpose.
(c) Subcontractor grants, and agrees to grant to Contractor, an irrevocable, unrestricted, exclusive, royalty-free, perpetual license to reproduce, modify, prepare derivative works, sell, license, lease, distribute, publicly perform and publicly display, in whole and in part, all software code, programs, data and databases created, developed and converted hereunder by Subcontractor and its employees, agents and independent contractors. Contractor shall acquire title upon delivery to all software media and other information, communication, and copies of all software code, programs, data and databases created, developed and converted hereunder.


10. Personnel.
(a) Subcontractor, at its sole expense, shall secure all personnel required to perform services pursuant to this Agreement. If required by the Customer to work at the Customers premises, Subcontractor and its employees, agents or independent contractors shall observe the working hours, working rules and holiday schedule of the Customer while working on said premises. Contractor reserves the right to direct the replacement of any personnel assigned by Subcontractor to perform the Services. If Contractor determines that the presence of any such person is detrimental to the progress of the work, Subcontractor shall replace such personnel with properly qualified personnel as soon as is reasonably practicable.
(b) The parties agree that the Subcontractor is an independent contractor, and that employees, agents or independent contractors retained by Subcontractor and provided to Contractor or the Customer hereunder shall not be considered employees or agents of Contractor or the Customer, nor shall they hold themselves out to any third party to be an employee or agent of Contractor or its Customer.
(c) Nothing herein shall be construed to grant to Subcontractor any right or authority to create any obligation, expressed or implied, on behalf of Contractor or the Customer, or to bind Contractor or the Customer in any manner whatsoever to Subcontractors employees, agents or independent contractors, or to any other third parties.
(d) Subcontractor shall, bearing all costs therefore, ensure that appropriate personnel are trained, certified and qualified on the Customers software products. Subcontractor shall use its best efforts to maintain on its staff at all times at least one (1) consultant and one (1) instructor, both of whom are certified on the Customers products. The certified consultant and certified instructor may be the same person. If Subcontractor does not have at least one (1) certified consultant and one (1) certified instructor, Subcontractor shall register at least one (1) consultant and one (1) instructor for training on the Customers software within sixty (60) days of the date first written above. Subcontractor is permitted up to sixty (60) days to replace a certified consultant upon termination or other loss of the certified consultant from Subcontractors payroll, provided that Subcontractor continues to provide Services in compliance with the SOW.
11. Non-competition. Beginning on the date first written above and continuing for two (2) years after expiration or termination of this Agreement, whichever occurs first, Subcontractor agrees that it and its employees, agents and independent contractors shall not enter into any contractual relationship directly or indirectly with any Customer for the provision of Services that are related in any way to the Services described under this Agreement. It is understood and agreed that in the event of a breach of this Section, damages are deemed not to be an adequate remedy, that irreparable harm is immediate and imminent, that Contractor shall automatically be entitled to injunctive relief to restrain any such breach, threatened or actual, and that the equities of such an injunction tip decidedly in favor of Contractor.
12. Confidentiality.
(a) The parties acknowledge that in the course of performing under this Agreement, each party may be provided with or given access to information, in oral, recorded, electronic or written form, information that is proprietary and confidential to the other party or to the Customer (collectively referred to as the “Confidential Information”), including by way of illustration only, and without limitation:(1) Information regarding the management and business of the other party or the Customer, the organizational structure, policies and procedures of the other party or the Customer, and information concerning the business relationships of the other party or the Customer; and(2) Contractors and the Customers software products, and all related expressions, data, databases, system designs, specifications, documentation, code, architecture, structure, algorithms, techniques, processes, protocols, product materials, notes, slides, know-how and ideas (the “Software Products”).
(b) The term “Confidential Information” as used herein shall not include, and neither party shall have any obligations of confidentiality with respect to, information that is:(1) In, or comes into, the public domain, except as a result of a breach of this provision;(2) Received by either party from a third party not under any obligation of confidentiality with respect thereto;(3) Independently developed by either partys personnel that have not had access to the Confidential Information;(4) Required to be disclosed by either party under operation of law; or(5) Approved in advance in writing for disclosure by the owner of the Confidential Information.
(c) The parties expressly agree that each shall employ at least the same degree of care in preventing the disclosure of the Confidential Information to any third party as each party uses with regard to its own information of similar importance, provided, however, that in no event shall either party employ less than a reasonable degree of care to protect the secrecy of the Confidential Information. Each party shall disclose the Confidential Information to only those of its employees, agents or independent contractors who have a need to know the information for the purposes of providing Services under this Agreement.
(d) It is understood and agreed that in the event of a breach of this Section, damages are deemed not to be an adequate remedy, that irreparable harm is immediate and imminent, that the owner of the Confidential Information shall automatically be entitled to injunctive relief to restrain any such breach, threatened or actual, and that the equities of such an injunction tip decidedly in favor of the owner of the Confidential Information.
(e) Contractor shall (i) Establish computer security policies and procedures designed to ensure the:(A) Security and integrity of Confidential Information;(B) Protection against anticipated threats or hazards to the security or integrity of Confidential Information; and(C) Protection against the unauthorized access or use of Confidential Information; and(ii) Permit Customer to audit Contractors compliance with this section during regular business hours upon reasonable notice to Contractor, and to provide to Customer copies of audits and system test results acquired by Contractor in relation to the systems used to deliver services to Customer under this Agreement.
13. Temporary use of Contractors and the Customers software products.
(a) Contractor grants to Subcontractor a personal, non-sublicensable, non-transferable, non-exclusive, temporary license to use the Software Products only for the purpose as defined herein.
(b) Despite the “need to know” disclosure provision in Subsection 12(c), above, Subcontractor may only make and possess up to two (2) copies of the Software Products in order to provide Services under this Agreement.
(c) Subcontractor shall not reproduce, modify, reverse assemble, decompile or reverse engineer the Software Products, or otherwise attempt to discover any Software Products source code or underlying Confidential Information.
(d) The temporary use period of this Agreement runs for one (1) year from the date first written above, unless terminated earlier. Contractor or the Customer may terminate Subcontractors temporary use for any reason upon ten (10) days written notice or immediately upon notice of any breach by Subcontractor of the provisions of this Amendment or the Agreement. Within fifteen (15) days following expiration or termination of this Agreement, Subcontractor shall return to Contractor and the Customer all Software Products and other Confidential Information in tangible form in its possession. Any additional copies of the Software Products and other Confidential Information held by Subcontractor that are not returned to Contractor or the Customer shall be destroyed by Subcontractor within the fifteen (15) day period, and such destruction shall be certified by Subcontractor to Contractor and the Customer.
(e) Subcontractor shall not export any Software Products, Confidential Information, technical data or products received from Contractor or the Customer under this Amendment, nor make them available to any governmental agency.
(f) The Software Products disclosed under this Agreement are provided for temporary use only and are delivered “AS IS,” and Contractor and the Customer make no warranty of any kind with respect to the accuracy of such Software Products or their suitability for any particular use or with respect to freedom from bugs or uninterrupted use. CONTRACTOR AND THE CUSTOMER DISCLAIM ALL WARRANTIES OF ANY KIND TO SUBCONTRACTOR, SUBCONTRACTORS EMPLOYEES, AGENTS AND INDEPENDENT CONTRACTORS, AND ALL THIRD PARTIES, AND CONTRACTOR AND THE CUSTOMER DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT; 7) TITLE; 8) MARKETABILITY; 9) PROFITABILITY; 10) SUITABILITY; AND/OR 11) ANY TYPE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN NO EVENT SHALL CONTRACTOR OR THE CUSTOMER BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF USE OF THE SOFTWARE PRODUCTS (INCLUDING LOSS OF PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, EVEN IF CONTRACTOR OR THE CUSTOMER HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF CONTRACTOR OR THE CUSTOMER WAS GROSSLY NEGLIGENT. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Subcontractor. In such jurisdictions, Contractors and the Customers liability is limited to the greatest extent permitted by law.
14. Indemnification.
(a) Subcontractor shall defend Contractor and the Customer against any claim that Services furnished hereunder by Subcontractor infringe any worldwide patents, trade secrets or copyrights, and Subcontractor shall indemnify Contractor and the Customer against any loss, damage or liability arising from final award against Contractor and the Customer, provided that Contractor notifies the Subcontractor promptly in writing of the claim and provides Subcontractor with reasonable assistance and sole authority to defend or settle such claims, at Subcontractors sole expense. Subcontractor shall not be liable for any claim of infringement arising from Subcontractors conformance with specifications provided by Contractor and/or the Customer.
(b) Subcontractor shall indemnify and hold harmless Contractor and the Customer, their officers, directors, employees, agents and attorneys from and against any claims or actions brought by Subcontractors employees, agents, independent contractors or any third parties, and from any and all damages, losses, expenses and reasonable attorneys fees and costs of litigation, arising out of or resulting from any claim other than conformance with specifications provided by Contractor and/or the Customer, including, but not limited to:(1) Acts, errors or omissions claims caused by Subcontractor or any of its agents, employees, or independent contractors;(2) Property damage claims caused by Subcontractor or any of its agents, employees, or independent contractors;(3) Personal bodily injury claims caused by Subcontractor or any of its agents, employees, or independent contractors;(4) Workers compensation claims made by or caused by Subcontractor or any of its agents, employees, or independent contractors;(5) Automobile collision damages and injuries claims made by or caused by Subcontractor or any of its agents, employees, or independent contractors; and(6) Discrimination claims made by or caused by Subcontractor or any of its agents, employees, or independent contractors.
15. Termination.
(a) This Agreement may be terminated by Contractor in whole or in part at any time and for any reason, and any purchase order issued hereunder may be immediately terminated in whole or in part by Contractor upon the occurrence of any of the following:(1) The termination of the Prime Contract;(2) Amendment of the Prime Contract such that the Services specified in the purchase order are no longer required; or(3) Contractor or the Customer no longer requires such Services from Subcontractor.
(b) Subcontractor may terminate this Agreement in whole or in part upon Contractors material breach where such breach continues for a period of ten (10) business days following Contractors receipt of written notice.
(c) Accrued liabilities under this Agreement shall remain in full force and effect in the event of termination under Subsection 15(a) or 15(b).
16. Assignment. Subcontractor may not assign or delegate obligations under this Agreement, either in whole or in part, without the prior written consent of Contractor. Any attempted assignment or delegation by Subcontractor shall be null and void, and shall give Contractor the right to immediately terminate this Agreement without liability for Services performed after such termination. The rights and liabilities of the parties hereto shall be binding upon and inure to the benefit of their respective successors, permitted assigns, executors and administrators.
17. Permits. Subcontractor shall acquire and maintain in good standing, and at its sole expense, all permits, licenses and other entitlements required of it by Contractor or the Customer in the performance of Services under this Agreement.
18. No use of Contractors or the Customers name. Subcontractor shall not use Contractors or the Customers name in any form of advertising, selling, marketing or publicity, unless Subcontractor previously obtains specific approval in writing from Contractor or the Customer.

19. Dispute Resolution.
(a) In the event that any party applies for a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm pending the selection and confirmation of an arbitrator as provided in Subsection 19(b), below, then:(1) The construction, validity and performance of this Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of [State];(2) The parties expressly waive the Commonwealth of [State]s choice of law rules; and(3) The parties agree that venue and jurisdiction shall properly lie in the County of __________________, State of __________________.
(b) All other disputes between the parties arising out of the subject matter of this Agreement shall be resolved by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association in _______________ before a single arbitrator.
20. Waiver. The failure of Contractor to enforce any provision of this Agreement at any time, to exercise any election or option provided herein, or to require at any time the performance by Subcontractor of any provisions herein will not in any way constitute a waiver of such provision.
21. Notices. Any notice required under this Agreement shall be in writing and shall be sent to the individuals listed below. Notices shall be effective when received and shall be sent via facsimile, certified or registered mail, return receipt requested, or via overnight carrier.Contractor:________________________________________________________________________________________________Telephone:  ________________________Facsimile:  ________________________
Subcontractor:
________________________
________________________
________________________
________________________
Telephone:  ________________________
Facsimile:  ________________________
22. Force majeure. Neither Contractor, the Customer, nor Subcontractor shall be liable for delays in performance due to circumstances beyond their reasonable control.
23. Non-exclusivity. Except as otherwise provided in Section 11, above, nothing herein shall prevent either party from entering into similar agreements for services with any other third party.
24. Independent contractor relationship. Nothing contained herein or elsewhere shall give rise to, or be construed to create, any partnership, joint venture or employer-employee relationship between Contractor and the Subcontractor, between Contractor and the Subcontractors employees, agents or independent contractors, between Customer and the Subcontractor, nor between Customer and the Subcontractors employees. Rather, it is the specific intent of the parties that the Subcontractor shall be an independent contractor to Contractor. Contractor is interested only in the results achieved by the services provided by the Subcontractor. The manner of legally achieving those results is the responsibility of the Subcontractor.
25. Surviving sections. The following Sections shall survive the expiration or earlier termination of this Agreement: 7. Payment and taxes; 8. Warranty; 9. Ownership; 11. Non-competition; 12. Confidentiality; 14. Indemnification; and 18. No use of Contractors or the Customers name.
26. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason whatsoever, the remaining provisions shall remain valid and unimpaired, and shall continue in full force and effect.
27. Knowing consent and authority to consent. The parties knowingly and expressly consent to this Agreement. Each signatory represents that it is authorized to enter into this Agreement on behalf of itself and its respective party.
28. Entire agreement. This Agreement and the Exhibits hereto constitute the entire agreement of the parties hereto and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter, and this Agreement prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communication between the parties during the term of this Agreement, unless such additional terms are consented to by both parties in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

__________________
__________________
(“Contractor”)
(“Subcontractor”)
By:_______________
By: _________________
    (Signature)
    (Signature)
__________________
__________________
(Typed Name)
(Typed Name)
__________________
__________________
(Title)
(Title)

Attachments:
EXHIBIT A-STATEMENT OF WORK
EXHIBIT B-RATE SCHEDULE
EXHIBIT C-ADDITIONAL OR MODIFIED TERM & CONDITIONS
EXHIBIT D-STATUS REPORT
EXHIBIT A
STATEMENT OF WORK

CONTRACTOR CUSTOMER NAME:  __________________
SUBCONTRACTORS START DATE:  __________________


__________________
__________________
(“Contractor”)
(“Subcontractor”)
By:  __________________
By:  __________________
    (Signature)
    (Signature)
__________________
__________________
(Typed Name)
(Typed Name)
__________________
__________________
(Title)
(Title)




EXHIBIT B
SUBCONTRACTOR RATE SCHEDULE

__________________
 Labor Category                   Daily Rate*                  Hourly Rate (if applicable)
__________________
 Consultant

* Based on eight (8) hours worked per day.
Discounts to be negotiated on a project-by-project basis.



EXHIBIT C
ADDITIONAL OR MODIFIED TERMS & CONDITIONS


The following additional terms and conditions are applicable to all purchase orders referencing this Exhibit:
__________________
__________________
(“Contractor”)
(“Subcontractor”)
By:  __________________
By:  __________________
    (Signature)
    (Signature)
__________________
__________________
(Typed Name)
(Typed Name)
__________________
__________________
(Title)
(Title)




EXHIBIT D
STATUS REPORT

Forward to:                  Fax#    
Contact:                  Telephone#    
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Consultant Status Report
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Consultant Name
Company Name
Address
On-Site Telephone #
Contractor Project Manager
Week-Ending Date (Friday)
Contractor/Customer PO Number
Project Description
Tasks Completed
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Number of Hours Worked Each Day
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Consultant Signature
Date



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