contract.latex

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{\Large Software Development and Consulting Services Agreement}
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\noindent This Agreement is dated and in effect as of the [Nth of MONTH, YEAR], between:\\
\\
{\bf Client, LLC\\
123 Anywhere St.\\
Boston, MA 02345\\}
\\
(hereinafter the ``Client''), and\\
\\
{\bf Consultant Legal or Business Name\\
456 Elsewhere St.\\
Boston, MA 02123\\}
\\
(hereinafter the ``Consultant'').  This Agreement is with respect to the
development of software for the Client, hereinafter referred to as the
``Work.''   Whereas, Consultant is a professional software developer of good
standing; Whereas, Client wishes Consultant to create certain Work described
more fully herein; and Whereas, Consultant wishes to create such Work; Now,
therefore, in consideration of the foregoing premises and the mutual
covenants hereinafter set forth and other valuable considerations, the
parties hereto agree as follows: 


\section{Services}

Consultant will provide software development services for a [SHORT
  DESCRIPTION OF PRODUCT HERE].  Components and features of this site will
be determined collaboratively by Client and Consultant, and are expected to
include [KEY FEATURES IF DESIRED].

Consultant's responsibilities will include collaborating with Client to
establish software requirements and priorities based on Client's business
goals; development of software in accordance with these requirements and
priorities; deployment of such software onto internet-accessible systems;
and administration of such systems.  In support of these goals, Client is
expected to work with Consultant to set priorities, review software as it is
developed, and produce product research and specifications as required.
Client and Consultant will arrange periodic meetings and phone discussions
to support this collaboration.


\section{Compensation and Payment}

In consideration of the Consultant's services, Client will pay
Consultant at the rate of {\bf \$[BILLIONS] / hour.}

Consultant will provide an invoice to the Client at the end of each calendar
month, indicating time worked each day during that month and the
amount due.  Payment will be made to Consultant in US dollars, by check or
wire transfer, within thirty (30) days of receipt of the invoice.  Travel,
living and any related out-of-pocket expenses, if authorized in writing by
Client, will be indicated on the invoice and reimbursed at cost.


\section{Contract Length and Availability}

The full length of this contract is as follows:

Starting date is the [Nth day of MONTH, YEAR] and end date is the [Nth day of LATER MONTH, YEAR -- {\em you may also want to say that the end date is to be determined through mutual agreement or until such time as the contract is terminated per the terms described below}].

During this period, Consultant will guarantee availability of at least [SOME REASONABLE NUMBER, IF THE CLIENT CARES]
hours per week for work on tasks selected by the Client.  Client and
Consultant will review this time guarantee every two weeks and may adjust it
as agreed upon with two weeks notice.

Should the Consultant be rendered unable to work by illness, injury, or
emergency, the Consultant will notify Client at Consultant's earliest
opportunity, and the guarantee of availability will not apply during those
weeks when the Consultant is unable to work.

The Consultant and Client may specify, by advance written agreement, that no
work shall be performed and no charges assessed during certain periods when
either party is unavailable.  At present, Consultant expects to be available
for the full guaranteed time through [MONTHS]. {\em [This is where you note any vacations or schedule restrictions that you want to give the client early notice of.]}


\section{Termination}

Either party may terminate this Agreement by giving 30 days written notice
to the other of such termination. In the event that Work is postponed or
terminated at the request of the Client, Consultant shall have the right to
bill %pro rata 
for work completed through the date of that request, while
reserving all rights under this Agreement. If additional payment is due,
this shall be payable within thirty days of the Client's written
notification to stop work. In the event of termination, the Client shall
also pay any expenses incurred by Consultant.  The Client shall assume
responsibility for all collection of legal fees necessitated by default in
payment.




\section{Confidentiality}

The Client and Consultant may disclose confidential information one to the
other to facilitate work under this Agreement.  Such information shall be so
identified in writing at the time of its transmittal, and shall be
safeguarded and not disclosed to third parties by the receiving party.
Confidential information shall not include information that:

\begin{enumerate}
  \item is already known to the party to which it is disclosed; 
  \item is or becomes part of the public domain without breach of this Agreement;
  \item is obtained from third parties, which have no obligations to keep
    confidential to the parties to this Agreement. 
\end{enumerate}




\section{Permissions and Releases}

The Client agrees to indemnify and hold harmless Consultant against any and
all claims, costs, and expenses, including attorney's fees, due to materials
included in the Work at the request of the Client for which no copyright
permission or previous release was requested or uses which exceed the uses
allowed pursuant to a permission or release.  


\section{Copyright Notice [OPTIONAL - may also be a `work for hire' assignment - hack as appropriate]}

Copyright on Work is in Consultant's name.  Consultant reserves the right to incorporate the Work into projects for clients other than the Client, and reserves the right to license the Work (or components thereof) on terms of Consultant's choice without restriction.


\section{Independent Contractor}

The Client and Consultant are independent parties and nothing in this
Agreement shall constitute either party as the employer, principal or
partner of or joint venture with the other party.  Neither the Client nor
Consultant has any authority to assume or create any obligation or
liability, either express or implied, on behalf of the other.

\section{General}

If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions
will nevertheless continue in full force and effect, and the parties shall,
in good faith, attempt to modify the invalid provision so it becomes a valid
provision.

This Agreement constitutes the entire understanding and agreement of the
parties and supersedes all prior written or oral agreements with respect to
the subject matter of this Agreement. This Agreement may not be modified or
amended without the express written agreement of both parties. Waiver of any
provision of this Agreement by a party shall not constitute a waiver of any
other provision or waiver of the same provision at any other time.

[EDIT THIS NEXT SECTION FOR YOUR STATE]

This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts, and both parties hereby consent
to the exclusive jurisdiction and venue of the state and federal courts of
the Commonwealth. Additionally, the parties also agree and consent to
process within or without said Commonwealth by certified mail requiring a
signed receipt.

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\noindent The undersigned agrees to the terms of this agreement on behalf of his or
her organization or business.\\\\

\noindent \begin{tabular}{l l l}
On behalf of the Client: & \rule{6cm}{.2pt} & Date: \rule{2.4cm}{.2pt}\\
                         & CLIENT REPRESENTATIVE      & \\\\\\
The Consultant:          & \rule{6cm}{.2pt} & Date: \rule{2.4cm}{.2pt}\\
                         & CONSULTANT NAME      & \\
\end{tabular}

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