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OUTSIDE DEVELOPER AGREEMENT

BETWEEN:

(hereinafter referred to as the “Developer”)

AND:

(hereinafter referred to as the “Client” and collectively with Developer, the

“Parties”)

THIS AGREEMENT is entered into this [ DATE ] between Developer and Client each having their respective principal place of business listed above.

WHEREAS, Client desires to retain the services of Developer as an Independent Contractor to perform software design, programming, writing, debugging, and modifying for Client, and Developer desires to perform such services, all on the basis set forth more fully herein;

NOW THEREFORE, in consideration of the promises, mutual covenants and agreements set forth herein, the parties hereto agree as follows:

1. Professional Services.

Subject to the terms and conditions of this Agreement, Client hereby retains Developer as an independent contractor to perform such services as website and database development.

2. Term

The term of this Agreement shall commence as of the date of this Agreement and continue thereafter (the “Term”), unless sooner terminated by either Client or Developer as provided herein.

Client shall compensate Developer at a rate of [ RATE ] an hour, for each hour Developer renders services to Client.

4. Nonexclusive Services

Client and Developer each acknowledge and agree that provided it does not materially interfere with Developer’s performance under this Agreement, Developer may, during the term of this Agreement render its services to any other person or entity as it may, in its sole discretion, see fit.

5.

Termination

5.1

Client or Developer may terminate this Agreement for any reason at any

time.

6.

Miscellaneous Provisions

6.1 Indemnification. Client shall defend and indemnify Developer against, and

shall hold Developer harmless from, all liens, claims, losses, liabilities and expenses arising out of the services Client has retained Developer to perform throughout the term of this Agreement, as well as any claims which may arise after this Agreement has terminated. Developer shall have the right to defend, prosecute, and settle the matter for which indemnity is sought, using counsel selected by Developer.

6.2 Assignment. Neither party shall assign this Agreement to any other

person without the prior written consent of the other party, which consent may not be unreasonably withheld. Any attempted assignment in violation of this Agreement shall be null and void.

6.3 Headings. Headings and titles of paragraphs used herein are for ease of

reference only and shall not be used to interpret or construe this Agreement.

6.4 Entire Agreement. This Agreement sets forth the entire agreement

between Client and Developer and supersedes all prior negotiations and agreements, written or oral, concerning or relating to the subject matter of this Agreement, and this Agreement may not be amended except by a writing executed by all parties and subject to the provisions thereof.

6.5 Binding Effect.

Except as otherwise provided herein, every covenant,

term and provision of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.

6.6 Severability, Contract Modifications for Prospective Legal Events. Nothing

contained in this Agreement shall be construed to require the commission of an act contrary to law, and whenever there is any conflict between any provision of this Agreement and any statute, law, ordinance or regulation, the latter shall prevail. In such event, and in any case in which any provision of this Agreement is determined to be in violation of a statute, law, ordinance or regulation, the affected provision(s) shall be limited only to the extent necessary to bring it within the requirements of the law and, insofar as possible under the circumstances, to carry out the purposes of this Agreement. The other provisions of this Agreement shall remain in full force and effect, and the invalidity or unenforceability of any provision hereof shall not affect the validity and enforceability of the other provisions of this Agreement, nor the availability of all remedies in law or equity to the parties with respect to such other provisions.

In the event any state or federal laws or regulations, now existing or enacted or promulgated after the effective date of this Agreement, are interpreted by judicial decision, a regulatory agency or legal counsel of both parties in such a manner as to indicate that the substantive structure of this Agreement may be in violation of such laws or regulations, Client and Developer shall proceed in good faith to amend this Agreement, to the maximum extent possible, to preserve the underlying economic and financial arrangements.

6.7 Attorney’s

If any legal action or arbitration or other proceeding is

commenced, whether by Client or Developer concerning this Agreement, the prevailing party shall recover from the losing party reasonable attorneys’ fees and costs and expenses, including those of appeal and not limited to taxable costs, incurred by the prevailing party, in addition to all other remedies to which the prevailing party may be entitled.

6.8 Notice. All notices required or permitted by this Agreement shall be in

writing and may be delivered in person (by hand delivery or professional messenger service) to either party or may be sent by registered or certified mail, with postage prepaid, return receipt requested or delivered by Express Mail of the U.S. postal Service or Federal Express or any other courier service guaranteeing overnight delivery, charges prepaid, and addressed as set forth below. Any such notice sent by registered or certified mail, return receipt requested, shall be deemed effective seventy-two (72) hours after the same is so addressed and mailed in California with postage prepaid. Notices delivered by overnight service shall be deemed effective on the date which is twenty-four (24) hours after delivery of the same, charges prepaid, to the U.S. Postal Service or private courier. Any notice or other document sent by any other manner shall be effective only upon actual receipt thereof. Any party may change its address for purposes of this Section by giving notice to the other party as herein provided:

If to CLIENT:

If to DEVELOPER:

6.9 Authority. Any Person signing this Agreement on behalf of any entity

hereby represents and warrants in his or her individual capacity that he or she has full authority to do so on behalf of such entity.

6.10 Governing Law. This Agreement and the rights and obligations of the

Parties hereto shall be governed by, and construed according to, the laws of the State of California, exclusive of choice-of-laws principles.

6.11 Counterparts. This Agreement may be executed in two (2) or more

counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties to this Agreement have duly executed it on the day and year first hereinabove written.

“DEVELOPER”

”CLIENT”