A lot of freelancers have been asking us if we use a standard contract, what issues we address and the verbiage we worked out with our laywer. Since our contract was hard-earned, I thought it would be worth sharing. This is lawyer ratified, but if you choose to use it, neither Peter or I, nor our lawyer will be standing next to you in court when things blow up. Please, please, please sit down with your lawyer and make sure to get the odds and ends in place to fit your business.
All our contracts have a cover page, then the revised proposal followed by the terms and conditions and signature. I might be willing to create a template for the entire proposal / contract document if we get enough requests in the comments.
6. Terms & Conditions
6.1 Payment
All payments are due within 15 days of billing. Late payments will be charged a 1.5% compounded monthly late fee. Should a payment be late, Shane & Peter, Inc. reserves the right to freeze all work until accounts are settled. Payments will be made to:
Shane & Peter, Inc
123 West Cliff Dr.
Santa Cruz, CA 95060
6.2 Ownership
Shane & Peter, Inc. will provide a finished application(s) to the Client in the form of fla, swf, taf, tcf, php, psd, jpg, gif or html files. These files become the exclusive property of the Client upon acceptance of delivery, however these files are partially based on a non-exclusive code base created and maintained by Shane & Peter, Inc. and in some cases existing code was used to help create the deliverables. Such code and other underlying technologies do not become the property of the Client, only the finished files themselves. In addition, the deliverables may depend on code, objects (COMs), and other third party utilities that are the property of their respective owners. No rights to these dependencies is expressed or implied.
6.3 Point of Contact & Training
Shane & Peter, Inc. will require one point of contact during the contract for clarifying requirements for design, key features, usability and maintenance issues. Shane & Peter, Inc. requires this person be available to answer questions arising from the project within 24 hrs on workdays (subject to reasonable exceptions), and to have authority to make design and related decisions on the system.
6.4 Subcontractors
Shane & Peter, Inc. retains the rights to subcontract any portion of the contract.
6.5 Nonsolicitation
If within one year of termination of this agreement the Client hires or contracts with any employee or subcontractor of Shane & Peter, Inc, The Client will agree to pay Shane & Peter, Inc., a finders fee of 50% of the annual salary or contract fees offered to the contractor or employee. Said payment will be rendered within 30 days of hiring or contracting the contractor or employee.
6.6 Review, Expiration or Cancellation
This contract is valid for the calendar year of in which it was signed, upon which point it expires. Upon expiration, both parties may review and amend the contract and decide whether or not to renew. This contract may be terminated by either party with a full 30 day written notice. All payments will be due and all work will be submitted upon the termination of contract.
6.7 Limited Liability
The Client alone shall be responsible for: (a) the accuracy and adequacy of information and data furnished for processing; and (b) any use made by the Client of the output of the Software or any reliance thereon. The Client shall also be responsible for the continued operation and maintenance of the computer equipment and third-party software used with the Software, and shall comply with all operational, environmental and maintenance recommendations and requirements of the applicable licensors, vendors and manufacturers. The Client agrees that any liability of Shane & Peter, Inc. relating to this agreement and the services performed shall be limited to the amount of fees actually received by Shane & Peter, Inc., from the Client under this agreement regarding the services in question. In no event shall Shane & Peter, Inc. be liable for any special, incidental, indirect, cover, consequential, exemplary or punitive damages; any damages based on injury to person or property; or any lost sales, profits or data, even if the Client is told that any such damages may occur.
6.8 Warrantee
Shane & Peter, Inc will provide patches and bug fixes for any bugs or issues included in the scope of this contract within the grace period of no more than 30 days following the date of project completion as defined by the date the client signs off on the deliverables. All fixes outside of the project scope or after the grace period are the responsibility of the client. All projects involving the placement, editing and arrangement of content or design will have no warrantee past the completion of the project. Should further support be necessary, a support contract may be negotiated.
6.9 Credit
Shane & Peter, Inc. retains the right to use the Client within its roster of clients. A link to the Client website/application website will be placed on the Shane & Peter, Inc. web site as part of its business portfolio.
7. Acceptance
Any change to this contract shall be subject to mutual written agreement of the parties.
IN WITNESS WHEREOF, the parties have so agreed as of the date written below: