Create example_contract

documents/actual_doc/example_contract.md

@@ -0,0 +1,76 @@
+# BIFFUD PROFESSIONAL SERVICES AGREEMENT
+
+This Professional Services Agreement (the "Agreement") is made and entered into as of `<non ambigious date>`, ("Effective Date"), by and between Bad Idea Factory Limited Liability Company, ("Company"), and `<name of contractor>` ("Contractor").
+Upon the following terms and conditions of this Agreement, Company desires to retain Contractor to perform the following:
+
+## 1 Services and Payment.
+
+Contractor agrees to undertake and complete the Services (as defined in Exhibit A) in accordance with and on the schedule specified in Exhibit A.  As the only consideration due Contractor regarding the subject matter of this Agreement, Company will pay Contractor in accordance with Exhibit A.
+
+## 2 Work Product; Open Source Licenses.
+
+For purposes of this Agreement, "Work Product" shall mean all programs, systems, data and materials, including but not limited to, images, graphic user interface, frameworks, libraries, tools, software, source code, object code, and any documentation and notes associated with the Services, in whatever form, first produced or created by or for Contractor as a result of, or related to, performance of the Services under this Agreement.  Company acknowledges that all intellectual and industrial property rights of any sort throughout the world relating to the Work Product are governed by certain open sources licenses ("Open Source Licenses"). Contractor shall notify Company of all items used or embedded within the Work Product that are governed by Open Sources Licenses. Company is responsible for identifying and reviewing relevant Open Source Licenses and ensures that the Work Product is used in accordance with such Open Source Licenses.
+
+## 3 Warranty.
+
+
+### 3.1 Indemnification
+
+Company covenants and warrants that it shall use the Work Product in accordance with the Open Source Licenses and shall indemnify Contractor for any damages caused by Company's breach of the Open Source Licenses.
+
+### 3.2 Warranty
+
+Contractor warrants that its Services will be performed in a professional and workmanlike manner in accordance with applicable professional standards and will meet specifications described in Exhibit A and that it shall perform any work to be in compliance with this warranty brought to its attention within thirty (30) days after the acceptance of Work Product. Contractor further warrants and represents that to its knowledge, after reasonable investigation, the Services do not infringe the intellectual property rights of any third party. Except for the warranty expressly set forth in this Section, Company acknowledges and agrees that it has relied on no other representations or warranties and that no other representations or warranties have formed the basis of its acceptance of the terms of this Agreement.
+
+## 4 Limitation of Liability.
+
+IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, REVENUE OR PROFITS, HOWEVER CAUSED AND ARISING UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL CONTRACTOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE NET AMOUNT CONTRACTOR HAS ACTUALLY RECEIVED FROM COMPANY UNDER THE SERVICE SPECS APPLICABLE TO SUCH CLAIM.
+
+## 5 Termination; Suspension of Services.
+
+If either party breaches a material provision of this Agreement, the other party may terminate this Agreement upon fourteen (14) days' notice, unless the breach is cured within the notice period.  Additionally, Contractor may suspend Services if any payments are fourteen (14) days overdue. In the event of the termination of this Agreement for any reason Company shall immediately pay Contractor for all services provided by Contractor up to the effective date of termination. Sections 2 through 10 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration.
+
+## 6 Relationship of the Parties; Independent Contractor; No Employee Benefits.
+
+Contractor is an independent contractor (not an employee or other agent) solely responsible for the manner and hours in which the Services are performed, is solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of any sort (including, but not limited to, those relating to workers' compensation, disability insurance, Social Security, unemployment compensation coverage, the Fair Labor Standards Act, income taxes, etc.), and is not entitled to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs of Company.
+
+## 7 Notice
+
+All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, sent electronically, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or to such other address as such party last provided to the other by written notice.
+
+## 8 Force Majeure
+
+Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, failures of the Internet, earthquakes, fire and explosions, but the inability to meet financial obligations is expressly excluded.
+
+## 9 Arbitration
+
+Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided however, that each party will have a right to seek injunctive or other equitable relief in a court of law.  The prevailing party will be entitled to receive from the nonprevailing party all costs, damages and expenses, including reasonable attorneys' fees, incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award.  The prevailing party will be that party who may be fairly said by the arbitrator(s) to have prevailed on the major disputed issues.  The parties hereby consent to the arbitration in the State of Pennsylvania in the county of Montgomery.
+
+## 10 Miscellaneous
+
+The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.  No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties.  In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws provisions thereof.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.  Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.
+IN WITNESS WHEREOF, the parties have entered into this Professional Services Agreement as of the date set forth above.
+_________________________________|_________________________________
+---|---
+(Contractor)|(Company)
+|
+`<contractor name>` | Daniel Schultz (Overmind)
+|
+`<contractor address 1>` | 239 Glenwood Rd.
+|
+`<contractor address 2>` | Elkins Park, PA, 19027
+
+
+# Exhibit A: Scope of Work
+
+
+## 1 Services
+
+`<description of the services to be provided>`
+
+The work has a target delivery of `<unambigious delivery date>`.
+
+## 2 Compensation
+
+`<compensation amount>`
+