This is an agreement between two parties whereby one party is hired to provide
computer consulting services for the other. The agreement provides for consultation on
a project-by-project basis. It contains numerous standard clauses as well as
customizable clauses, such as the consideration for services, records and reports, non-
solicitation, non-competition, and insurance. This agreement is ideal for small
businesses or other entities that want to hire a computer consulting service.
COMPUTER CONSULTING SUBCONTRACT
THIS COMPUTER CONSULTING SUBCONTRACT (the “Agreement”), is entered into
between ___________________________ [PROVIDE NAME OF COMPANY] (hereinafter
called the “Company”) and __________________________ [PROVIDE NAME OF
SUBCONTRACTOR] (hereinafter called the “Subcontractor”).
IN CONSIDERATION of the promises and of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1.00 SCOPE OF AGREEMENT
1.01 The Company desires to retain the computer consulting services (the “Services”)
of the Subcontractor and the Subcontractor wishes to provide such Services to the Company.
1.02 The Subcontractor hereby agrees to provide the Services to the Company under a
project-by-project basis.
1.03 The Company and the Subcontractor hereby agree that the Subcontractor shall
provide to the Company, Work Orders (the “Work Order”) detailing the Services to be provided
to the Company by the Subcontractor for each project.
1.04 Each Work Order shall set out the specifics of the Services authorized and
required by the Company, the term for completion, payment and such other terms and conditions
that may apply.
1.05 The Company and the Subcontractor hereby agree that each Work Order shall be
governed by the terms and conditions of this Agreement and in the event of a conflict between
this Agreement and a Work Order, the terms and conditions of this Agreement shall prevail.
1.06 The Subcontractor hereby acknowledges and agrees that the Company, by
executing this Agreement, is not committing itself to the use or continued use of the Services by
the Subcontractor.
1.07 The Company and the Subcontractor hereby agree that the Services to be provided
by the Subcontractor to the Company, as contemplated under this Agreement, shall not
commence until such time as the Subcontract delivers a Work Order to the Company, and each
of the Subcontractor and the Company sign such Work Order acknowledging agreement to the
terms and the Services to be provided.
2.00 TERM OF AGREEMENT
2.01 This Agreement shall remain in full force and effect until such time that this
Agreement is terminated by either party as provided for herein.
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2.02 Each and every Work Order agreed upon and signed by each of the Subcontractor
and the Company shall remain in full force and effect until such time that the Services authorized
under such Work Order are completed.
3.00 CONSIDERATION FOR SERVICES
3.01 Any and all Services to be provided by the Subcontractor to the Company shall be
on a project by project basis and in accordance with the agreed upon terms and conditions as set
out in each Work Order.
3.02 The Subcontractor hereby agrees to invoice the Company for all Services
performed by the _________ [PROVIDE NUMBER. e.g., 1st, 14th, etc.] day in each and every
month following the month in wish such Services were provided to the Company, unless such
invoicing is pursuant to milestones as set out under specific Work Orders.
3.03 The Subcontractor and the Company hereby agree that failure by the
Subcontractor to submit such invoices to the Company may result in delayed payment of such
invoice by the Company, and the Subcontractor hereby agrees to assume all liability in respect of
its failure to provide such invoices to the Company by the required date referenced in section
3.02 above.
3.04 The Company hereby agrees to pay all invoices received by it from the
Subcontractor within __________ (____) days.
4.00 CONFIDENTIALITY
4.01 The Subcontractor hereby agrees to keep confidential all technical, product,
business, financial and other valuable information regarding the Company, the business of the
Company and its clients, including but not limited to, all software programs, research,
development, documentation, marketing strategies and business methods of the Company and of
the Company’s clients.
4.02 Except as may be necessary in the performance under this Agreement, the
Subcontractor shall not at any time or in any manner make or cause to be made any copies,
pictures, duplicates, facsimiles or other reproduction or recordings of any type, or any abstracts
or summaries of any reports, studies, memoranda, correspondence, manuals, records, plans or
other written, printed or otherwise recorded material of the Company, or which relate in any
manner to the present or prospective business of the Company. The Subcontractor shall have no
interest in any of this material and agrees to surrender any of the material which may be in its
possession to the Company immediately upon the request of the Company.
4.03 The Subcontractor shall not use at any time (whether during the operation of this
Agreement or after its termination) for its own benefit or purposes or for the benefit or purposes
of any other person, firm, corporation, association or other business entity, any trade secrets,
business development programs, or plans belonging to or relating to the affairs of the Company,
including knowledge relating