Services agreement

Start date

Contractor:
Customer:

1. Key terms
Service provided Software consulting and development (Services)

Payments for [Prepayment, on the estimated number of hours to be spent in the

services next month.]
[Post-payment according to the time-sheet submitted by
Contractor]
Invoicing Every two-weeks
Customer shall pay within 15 calendar days from the invoice date.

Payment transfers To the banking account specified in the invoice.

Sending party shall pay any bank charges.

Term and At will termination with 30 / 14 calendar days prior notice.

Termination
Team Contractor may engage subcontractors.

Overtime Overtime 2 x Rate. Only with customer written approval.

Rate increase Contractor may increase rates every 12 months.

Not more than 12% annually.
2. Payments
Payment Dispute. If any amount claimed as payable is disputed in good faith, the Customer shall pay the
undisputed portion and give 5 business days notice specifying the basis of the dispute in reasonable detail.
Payments that are undisputed by the Customer within 5 business days of receipt are considered accepted.

3. Non-solicitation
During the period from the Start date and 1 year after the termination of this agreement the Customer
shall not solicit, hire or encourage to leave an employment any person who is the employee or
subcontractor of the Contractor.

In case any employee or subcontractor of the Contractor independently requests the Customer about a job,
then the Customer shall immediately suspend such a request and send a notice to the Contractor.

4. Deliverables and Intellectual property

Final Works. The Contractor transfers to Customer all the intellectual property rights (IP rights) for all
the materials developed for or provided to Customer by Contractor through the performance of Services
(Deliverables) as necessary payments are made during the agreement. If the agreement is terminated,
Contractor shall transfer all finished and unfinished Deliverables previously paid for.

No copyleft licenses. Contractor warrants that it has not included or used, and will not include or use, any
Open-Source Software or any libraries or code licensed from time to time under the General Public
License (as those terms are defined by the Open Source Initiative or the Free Software Foundation) or
anything similar in, or in the development of, the Software where any such license requires any Software
to be licensed onwards or otherwise made available by Customer, nor does the Software operate in such a
way that it is compiled with or linked to any of the foregoing without written consent of the Customer in
such a way.

5. Publicity
Contractor may mention a general description of services provided to Customer on Contractor website
only with a marketing purpose.

6. Effect of termination
Payment Obligations. Upon the expiration or termination of this agreement, each party shall pay any
amounts it owes to the other party, including payment obligations for Services already rendered or refund
any payments received but not yet earned, including payments for Services not rendered.

Contractor obligations. Upon receipt of notice of such termination, Contractor shall promptly terminate
all Services in progress, informing Customer of the extent to which performance has been completed and
deliver to Customer whatever Deliverables produced in the performance of the Services.

Survival. Upon the termination of this agreement, the obligations of the Parties under agreement
Regarding Intellectual Property and Non-solicitation shall survive.

7. Limitation of liability and indemnification

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an
indemnified party) against all losses arising out of

● any proceeding brought by either a third party or an indemnified party, and

● the indemnifying party's willful misconduct or gross negligence.

Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the
other party that are remote or that could not have reasonably been foreseen on entry into this agreement.

Maximum Liability. The Contractor's liability under this agreement will not exceed the fees paid by the
Customer under this agreement during the 12 months preceding the date upon which the related claim
arose.

8. Dispute resolution
Negotiation. In case of any controversy or claim arising out of this agreement the parties shall consult
and negotiate with each other and attempt to reach a mutually satisfactory solution.

Choice of forum. If the parties do not reach a settlement within a period of 60 days, then any unresolved
controversy or claim shall be settled in courts of England and Wales.

9. Signatures
Party 1 Party 2

Company ID: Company ID

Jurisdiction: Jurisdiction

Address: Address

VAT ID VAT ID

Attachment A to Services Agreement [Date]

Rate sheet
Role Hourly in USD
Signatures
Party 1 Party 2
Company ID: Company ID

Jurisdiction: Jurisdiction

Address: Address

VAT ID VAT ID