Fill and Sign the Software Consulting Agreement Secgov Form

Agreement with Consultant to Provide Software Support Services Contract made on the _________________ (date), between ____________________________ (Name of Computer Software Company) of ______________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Company, and _____________________ (Name of Consultant), of ___________________________ ____________________________________________ (street address, city, county, state, zip code) , referred to herein as Consultant. Whereas, Company is a Computer Software Company and desires to have various software support services as described in this Agreement performed on its behalf from time to time by a software support specialist; and Whereas, Consultant is a duly qualified software support specialist; and Whereas, Consultant agrees to perform these services for Company under the terms and conditions set forth in this Agreement; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Description of Work A. Consultant will work with the customers and potential customers of Company in solving software conflicts and usability problems, and in supplying updates and patches for bugs and security holes in the software program. Consultant’s services shall include all services generally performed by Consultant in Consultant’s usual line of business, including the following: 1. Operational instruction, problem reporting, and technical advice; 2. Diagnosis of problems or performance deficiencies of the Software; 3. Resolution of performance deficiencies of the Software; and 4. Advising users on a variety of issues including identifying, researching, and resolving technical problems; responding to telephone calls, email and other requests for technical support; and documenting, tracking, and monitoring Company inquiries to ensure a timely resolution; and 5. Assisting with customer integration and support matters at trade shows. 2. PaymentCompany will pay Consultant $_________ per (e.g., week or month) ____________ for the work to be performed under this Agreement. 3. Relationship of the Parties Consultant is an independent contractor and is not an employee, servant, partner or joint venturer of Company. Company shall determine the services to be provided by Consultant, but Consultant shall determine the legal means by which it accomplishes the services in accordance with this Agreement. Company is not responsible for withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless such withholding becomes legally required. Consultant is not entitled to receive the benefits which employees of Company and is not entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of his services to Company. It is further understood that Consultantis free to contract for similar services to be performed for other companies while under Agreement with Company. 4. Liability With the exception of the provisions set forth in Paragraphs 8 and 9, the work to be performed under this Agreement will be performed entirely at Consultant's risk, and Consultant assumes all responsibility for the condition of tools and equipment used in the performance of this Agreement. Consultant will carry, for the duration of this contract, liability insurance in an amount acceptable to Company. Consultant agrees to indemnify Company for any and all liability or loss arising in any way out of the performance of this Agreement. 5. Duration of Contract Either party may cancel this Contract on _____days' written notice; otherwise, the Contract shall remain in force for a term of (specify period time) ______________ __________________________________________ from the date of this Agreement. 6. Place of Work It is understood that Consultant's services will be rendered at Company’s facilities or at such other places as designated by the Company. 7. Consulting Hours In the performance of the services, the Company will rely upon Consultant to put in such number of hours as may be reasonably necessary to fulfill the spirit and purpose of this Agreement. 8. Liabilities Neither party shall be liable to the other for any consequential, indirect, or special damages arising from the performance or no-performance of this Agreement including but no limited to, loss of products or revenue, loss of data, inability to use the services, or claims of third parties. This is true regardless of the cause of action or the form of the claim for damages and even if a party is informed of the possibility of such damages. In no event shall either party be liable to the other for any claim arising out of this Agreement in excess of the amount paid by the Company to Consultant for services giving rise to or which are the subject of the claim. 9. Warranty Consulting services and their results are not a guarantee of fact. Consultant will make decisions and recommendations based on the best interest of the Company and condition of Company’s equipment. COMPANY AGREES THAT CONSULTANT WARRANTS HIS SERVICES AS IS AND THAT CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. CUSTOMER AGREES CONSULTANT SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR ANY DIRECT OR INDIRECT DAMAGES . Company acknowledges that the rates charged by Consultant would be substantially higher but for these limitations. 10. Trade Secrets and Inventions Consultant will treat as proprietary any information belonging to Company, its affiliated companies, or any third parties, disclosed to Consultant in the course of Consultant's services. Consultant assigns and agrees to assign to Company all rights in inventions or other proprietary information conceived by Consultant during the term of this Agreement with respect to any work which Consultant performs under this Agreement. 11. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 12. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 13. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _____________. 14. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 15. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 16. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 17. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 18. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 19. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 20. Counterparts For the convenience of the parties, this Agreement has been executed in several counterparts, which are in all respects similar and each of which shall be deemed to be complete in itself so that any one may be introduced in evidence or used for any other purpose without the production of the other counterparts. Immediately following endorsement of the consenting parties, counterparts will be furnished to the consenting parties so that each may be advised of the rights, privileges, and benefits that this Agreement confers. 21. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ________________________ (Name of Company) By:____________________________ By:_______________________________ _________________________ __________________________ (Printed name & Office in Corporation) (Printed Name of Consultant _________________________ __________________________ (Signature of Officer) (Signature of Consultant)