This document is a contract between a company and an independent contractor
providing services for the programming of a computer program or internet application.
An independent contractor is a natural person, business, or corporation that provides
goods or services to another entity under terms specified in a contract or with a verbal
agreement. This document in its draft form contains numerous of the standard clauses
commonly used in these types of agreements, however, additional language may be
added to allow for customization to ensure the specific terms of the parties’ agreement
are addressed. This form is useful to a person or entity that wishes to hire an
Programming Service Agreement
THIS AGREEMENT is entered into on _____________, 201___, between
____________ (hereafter, "Company") and ___________ [PROVIDE NAME OF
INDEPENDENT CONTRACTOR] (hereafter, "Developer"), and shall be effective as
of the date of signing.
Company desires to retain Developer to perform the services as set fourth in this
Company and Developer agree to the terms as follows:
1. SERVICES: Developer shall perform the computer services (hereinafter, "Work") as
set forth in the attached document, marked Attachment "A". The Company is permitted
one complete run-through, with the Developer available via telephone or video
conference at the Developer's expense. A list of any changes will be generated at the run-
through. This list can be as long as required, but cannot include any additions to the
original proposal. Developer and Company will evaluate flaws and performance
problems with the application, which will be changed and/or fixed by Developer in the
Changes needed after the first list of changes is generated will be charged as additional
workout outside the scope of this agreement. Quotes are flat rate within the lower and
upper bounds as quoted by the Developer.
It is the intent of both parties to establish a relationship of an Independent Contractor, and
not the work relationship of an Employer-Employee. Contractor will have independent
control over his or her work schedule, over where the work will be performed, and the
manner in which the work will be performed.
2. WEEKLY SUMMARY: Developer shall provide a weekly summary to a designated
contact person within the Company regarding the status of the work. The summary shall
include progress of work, pending issues and potential flaws. The name of this contact
person is _____________________ [PROVIDE NAME]
3. TERM: This Agreement commences on ___________. 201___and shall continue until
the Work is complete or one party terminates this Agreement, no later
then_____________, 201___. Developer agrees to deliver Work to Company on or
before ______________, 201___. The Company may terminate the use of Developer's
services at any time without cause and without further obligation to Developer except for
payment due for services rendered prior to date of such termination. Termination of this
Agreement or termination of services shall not affect the provisions as to confidentiality,
trademark or copyright, which shall survive any termination.
© Copyright 2011 Docstoc Inc. 2
4. PAYMENT: Developer will be paid for Work performed under this Agreement
Contracts valued at $___________ or less are payable upon completion of work.
Contracts valued at more than $_______________ are paid as follows: 50% (Fifty
percent) due before work begins; 25% more is due upon completion of the work up to a
mutually agreed-upon deployment, as described in Attachment "A". The balance is due
upon final approval of the work and before the site or application is live. Developer will
submit an invoice for the Work as stages of the Work are completed. The Company shall
pay invoices within thirty (30) days of receipt.
5. CONFIDENTIALITY AND OWNERSHIP: Developer understands and affirms that
the Company possesses certain confidential information. As used herein, the term
"confidential information" includes all information and materials belonging to, used by,
or in the possession of the Company relating to its products, processes, services,
technology, inventions, patents, ideas, contracts, financial information, developments,
business strategies, pricing, current and prospective customers, marketing plans, and
trade secrets, but shall not include information that was already within the public domain
at the time the information is acquired by Developer, or information that subsequently
becomes public through no act or omission of the Developer.
Developer agrees that all of the confidential information is and shall continue to be the
exclusive property of the Company, whether or not prepared in whole or in part by
Developer and whether or not disclosed to or entrusted to Developer's custody. Developer
agrees that Developer shall not, at any time following the execution of this Agreement,
use or disclose in any manner any confidential information of the Company without
express consent of Company.
To the extent any inventions, technologies, reports, memoranda, studies, writings,
articles, plans, designs, specifications, exhibits, software code, or other materials
prepared by Developer in the performance of Work, that are specific to the Company
including but not limited to unique protocols and algorithms under this Agreement
include material subject t