This is an example consulting agreement used by eQuality Technology
Parties
The parties to this agreement are ________ ("Client") and eQuality Technology ("Contractor").
Services
Contractor will provide the services described in Schedule 1 (titled "Services to be Provided").
Payment
Contractor will be paid according to Schedule 2 (titled "Compensation").
License & Ownership of Work
Client is hereby granted a non-exclusive, worldwide license to use, distribute, reproduce and modify the copyrighted works produced pursuant to this contract. This license may be assigned or sub-licensed by Client.
Client agrees that Contractor will own all of the intellectual property (viz. copyright) created in the process of carrying out this agreement.
No Confidentiality
Client agrees that Contractor (and its employees, officers and directors) have no obligations regarding the confidentiality of information disclosed by, or work done for, Client.
No Patent Covenant
Contractor strongly believes that software should not to be patented. Client agrees not to patent any invention that includes work or ideas supplied by Contractor. Client further agrees to pay $25,000 if it breaches this covenant. Similarly, Contractor agrees not to seek patent protection for any inventions that emanate from this contract.
Limitation of Liability
Contractor's liability for any act or omission related to this agreement shall be limited to the lesser of $5000 or the amount billed by Contractor in the six month period preceding the notice of claim.
Indemnity
Client agrees to indemnify Contractor (and its employees, directors and officers) against any third party actions that relate to this agreement (and work performed pursuant to it) and cover any legal fees incurred defending against such actions.
Termination & Survival
This contract may be terminated by either party upon 15 days notice. The clauses titled "No Confidentiality", "No Patent Covenant", "Limitation of Liability" and "Indemnity" are intended to survive such termination.
Waiver
Any purported waiver shall only be effective if in writing and signed by both parties.
Choice of Forum & Governing Law
Client agrees that the forum for any dispute shall be the Commonwealth of Massachusetts. The parties agree that the laws of the Commonwealth of Massachusetts, USA shall be used to resolve any dispute.
Entire Agreement
This agreement is the entire agreement between the parties with respect to the services to be rendered by the Contractor and supersedes any other understandings.
Signatures
This agreement may be signed electronically.
Schedule 1: Services to be Provided
Contractor shall provide computer programming and analysis services.
Schedule 2: Compensation
Contractor shall be paid $ ________ per hour. (See Rates)
Payment is due upon invoicing, and shall be paid within 14 calendar days from receipt of invoice.
