Free Sample Contract 1
Please cut and paste the sample contract below.
XYZ ASSOCIATES, INC.
This Agreement is made this 1st day of March, 2003, between Client Company, Inc. ("Client"), having its principal place of business at 321 Some Street, Boston, MA 02102 and XYZ Associates, Inc. ("XYZ Associates"), having its principal place of business at 1234 Other Street, Providence, RI 02903. In consideration of Client retaining XYZ Associates to conduct an independent study for Client, it is agreed as follows:
Client hereby retains XYZ Associates
and XYZ Associates hereby agrees to perform the following services:
Consulting services of XYZ Associates as required by Client, through
May 1st, 2003. XYZ Associates will at various times perform services
at Client's headquarters, at other Client facilities, or at XYZ Associates
facilities, as directed by Client. XYZ Associates will perform the
services at various times and for various durations as directed by
The following fees shall apply:
$X per hour for services when less than 25 hours of services are performed in a 90 day period. $X per hour for services when more than 25 but less than 150 hours of services are performed in a 90 day period.
$X per hour for services when more than 150 hours of services are performed in a 90 day period.
Reasonable and necessary business and travel expenses actually incurred by XYZ Associates shall be reimbursed by Client upon submission of expense reports with back-up documentation, except that no travel expenses shall apply for assignments within a 100 mile radius of downtown Providence. All such expenses in excess of $25 and all travel plans must be approved in advance by Client.
XYZ Associates shall provide detailed invoices and shall maintain, and provide, upon request, backup documentation for a period of one year from the date of the respective invoices. Client shall make full payment for services within thirty days of invoice. If XYZ Associates brings a legal action to collect any sums due under this Agreement, it shall be entitled to collect, in addition to all damages, its costs of collection, including reasonable attorney's fees.
This Agreement shall commence on the
date stated above, and shall remain in effect until all obligations
under this Agreement have been properly completed. Either party to
this Agreement may terminate this Agreement with or without cause by
providing at least seven days written notice to the other party.
2. Warranties by XYZ Associates
XYZ Associates represents and warrants
to Client that it has the experience and ability to perform the services
required by this Agreement; that it will perform said services in a
professional, competent and timely manner; that it has the power to
enter into and perform this Agreement; and that its performance of
this Agreement shall not infringe upon or violate the rights of any
third party or violate any federal, state and municipal laws. However,
Client will not determine or exercise control as to general procedures
or formats necessary to have these services meet Client's satisfaction.
XYZ Associates shall obtain and maintain
during the term of this Agreement insurance, including worker's compensation,
motor vehicle, and comprehensive general liability.
4. Independent Contractor
XYZ Associates acknowledges that the
services rendered under this Agreement shall be solely as an independent
contractor. XYZ Associates shall not enter into any contract or commitment
on behalf of Client. XYZ Associates further acknowledges that it is
not considered an affiliate or subsidiary of Client, and is not entitled
to any Client employment rights or benefits. It is expressly understood
that this undertaking is not a joint venture.
XYZ Associates recognizes and acknowledges
that this Agreement creates a confidential relationship between XYZ
Associates and Client and that information concerning Client's business
affairs, customers, vendors, finances, properties, methods of operation,
computer programs, and documentation, and other such information, whether
written, oral, or otherwise, is confidential in nature. All such information
concerning Client is hereinafter collectively referred to as "Confidential
XYZ Associates agrees that, except as
directed by Client, it will not at any time during or after the term
of this Agreement disclose any Confidential Information to any person
whatsoever and that upon the termination of this Agreement it will
turn over to Client all documents, papers, and other matter in its
possession or control that relate to Client. XYZ Associates further
agrees to bind its employees and subcontractors to the terms and conditions
of this Agreement.
XYZ Associates agrees that its work product
produced in the performance of this Agreement shall remain the exclusive
property of Client, and that it will not sell, transfer, publish, disclose
or otherwise make the work product available to third parties without
Client's prior written consent. Any rights granted to XYZ Associates
under this Agreement shall not affect Client's exclusive ownership
of the work product.
8. Office Rules
XYZ Associates shall comply with all
office rules and regulations, including security requirements, when
on Client premises.
9. Conflict of Interest
XYZ Associates shall not offer or give
a gratuity of any type to any Client employee or agent.
10. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the State of Rhode Island.
11. Entire Agreement and Notice
This Agreement contains the entire understanding
of the parties and may not be amended without the specific written
consent of both parties. Any notice given under this Agreement shall
be sufficient if it is in writing and if sent by certified or registered
IN WITNESS WHEREOF, Client and XYZ Associates have duly executed this Agreement as of the day and year first above written.
XYZ ASSOCIATES, INC.