Summary

The following is a plain-English summary of this agreement meant to assist in understanding this agreement, but is not considered part of the language of the agreement. If any conflicts arise, the agreement (displayed in full below) takes precedence.

Here’s what we are going to do for you:

• Provide software development services, and deliverables.
• Grant you non-exclusive rights to use those deliverables.
• Respect your trade secrets and confidential information.
• Respect the rights of other’s intellectual property.
• Bill you when the project is complete.

And you will:

• Treat us as an independent contractor, not as employees.
• Pay us when we bill you.
• Not sue us if the deliverables break, break something else, or someone claims the deliverables violate a patent we didn’t know about.
• Understand that we can repurpose code we wrote for you, as long as we remove trade secrets and other confidential information.

We both agree that:

• If we want to change something, we both have to agree to it.
• The agreement terminates when the project ends and is paid for, but we’ll still keep your secrets confidential.

Express Consulting Terms of Service

This is an agreement (“Agreement”) between The Perl Shop (“Consultant”) and you (“Client”) for software development services.

Duties. Consultant shall provide software development services to Client.

Deliverables. Consultant shall deliver to Client the items specified in the agreed upon project description in written, electronic or oral form.

Compensation and Terms. Client shall pay Consultant for expenses and services performed at the hourly rate or project cost specified in the quotation. Consultant shall bill the Client at the completion of the project. Payment shall be due when billed (no NET terms). Payment shall be made by wire transfer, electronic draft, mailed check or credit card, or by other means mutually agreed to.

Expenses. Consultant shall not bill for any expenses that have not been agreed upon in advance by the Client.

Relationship. Consultant is retained by Client solely for the purposes and to the extent set forth in this Agreement, and Consultant’s relationship to Client shall during the terms of this Agreement be that of an independent contractor.

Waiver, Modification or Cancellation. Any waiver, alteration or modification of any of the provisions of this Agreement or cancellation or replacement of this Agreement shall not be valid unless in writing and signed by the parties.

Term of Agreement. This agreement remains in effect for the duration of the project, which concludes when the Client pays for the services provided, or if the agreement is terminated per the Waiver, Modification or Cancellation section, except the sections below remain in effect in perpetuity.

Confidentiality. Consultant shall treat as confidential and shall not disclose or use for the benefit of any person other than Client any and all information made available or disclosed to Consultant for the purpose of providing the agreed upon services; however, Consultant shall have no obligation hereunder as to any portion of such information which is disclosed by Client to others without any restriction on use and disclosure.

Rights and Licenses.

1. Work Product is any software, documentation, information or other intellectual property Consultant produces pursuant to this Agreement, whether included as part of the Deliverables or not.
2. Deliverables may consist of Work Product as well as intellectual properly previously developed and owned by Consultant, licensed from third parties, or in the public domain.
3. Consultant grants Client an unrestricted, royalty-free, worldwide and nonexclusive license to all Deliverables, provided Consultant holds copyright to said Deliverables.
4. Consultant retains copyright and all other intellectual property rights in the Work Product, and retains the rights to reuse or release those materials under any licensing terms, except that Consultant will not incorporate any of Client’s proprietary information, trade secrets, trademarks or copyrighted materials in the reused or released work product.
5. Consultant
   
   1. will not knowingly incorporate copyrighted works in violation of their licensing terms;
   2. may utilize publicly distributed software, documentation and information within the solutions provided to Client under the terms of this agreement, provided that said software, documentation and information is either in the public domain or is licensed for public distribution under terms that do not conflict with the licensing of Client’s products in which they are included; and
   3. will not knowingly infringe upon patents not owned or licensed by the Client or Consultant.

Liability. In no event shall Consultant be liable for any damages arising from the use of the Deliverables provided under the terms of this Agreement.

Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Massachusetts.