Sample Project Agreement

We have constructed a simple 10 point Sample Project Agreement which Buyers and Freelancers may use as a basis of their agreements.

The Buyer: Buyer Name of [Company Name], Address and username ("Buyer").

The Freelancer: Freelancer Name of [Company Name], Address and username ("Freelancer").

Project Name: xxxxxxx xxxxxxx xxxxxxxx ("Project")

Specification: The attached document named xxxxxxxxxxxxxxxxxx ("Specification")

Scope of the Project:

Milestones: Milestone 1 Name, Milestone 2 Name, Milestone 3 Name, etc ("Milestones")

Deliverables: Deliverable 1 Name, Deliverable 2 Name, Deliverable 3 Name, etc ("Deliverables")

Payment Schedule: The payments shall be aligned with the Deliverables and Milestones as follows:-
Milestone 1, Payment 1 Amount, Deliverable 1 Name; Milestone 2, Payment 2 Amount, Deliverable 2 Name; Milestone 3, Payment 3 Amount, Deliverable 3 Name, etc ("Payments")

Buyer and Freelancer agree as follows:-

1. The agreement incorporates the Specification, Milestones, Deliverables, Payment Schedule and all further documentation and correspondence (including Private Messages on the web site) relating to this Project and this document (in total the "Agreement").

2. Freelancer agrees to:
2.1. execute the work agreed on Freelancer's own server, or alternatively if requested by Buyer on Buyer's server;
2.2. advise Buyer regularly on progress made on the Project and allow access to the work for Buyer to review progress;
2.3. adhere to all relevant industry standards, such as XHTML and CSS in the work done for Buyer;
2.4. act in good faith at all times and work diligently to complete Buyer's Project in accordance with the agreed timescale.
2.5. endeavour to use software products and tools (e.g. joomla) and its extensions, as agreed with Buyer, in "vanilla" form as far as possible.
2.6. only use "hacks" if there is no other realistic alternative. If "hacks" are unavoidable they shall be recorded in installable form (complete with the path from root to folder) in the site root in a folder called hackedfiles. Freelancer is requested to refer to the hackedfiles folder (if it exists) before upgrading any extensions so that Buyer does not lose any existing hacks.
2.7.  notify Buyer by email of any additions, version upgrades, hacks or changes Freelancer makes to any software products, its extensions or its templates in the work for Buyer.

3. Buyer agrees to:
3.1. escrow Freelancer's fees and release payments in accordance with agreed Milestones on acceptance of Deliverables;
3.2. promptly test Deliverables and respond with detailed results to Freelancer as soon as possible;
3.3. promptly advise Freelancer on acceptance of Deliverables.

4. Buyer agrees that if the Project requires further work, unforseen by the parties, outside the agreed specification it will pay additional fees to Freelancer for such work.

5. All Intellectual Property Rights in all software developed by Freelancer for Buyer and paid for by Buyer becomes and/or remains the property of Buyer.

6. Freelancer warrants that his/her work is original work and has not used any material belonging to a third party. Freelancer indemnifies Buyer against any costs Buyer might incur defending any such claim by a third party.

7. Freelancer agrees on completion (of each milestone if the Project is phased) to deliver:
7.1. installable software for Buyer working fully in accordance with the agreed specifications and terms, for the agreed fees (for that milestone if the Project is phased).
7.2. instructions and explanatory documentation for any aspects of the work (installation and operation) that are not obvious to the non-technical user.

8. Freelancer agrees to provide reasonable support, at a reasonable additional charge, for their work for at least 4 months following completion of the Project.

9. Should the Project not be capable of completion, or materially delayed for any reason the parties agree that the Project is terminated and Freelancer will be paid, or escrow funds will be released, by Buyer for any work delivered by the Freelancer to Buyer which works correctly and is useful to Buyer pro-rata to the total and Freelancer agrees to release the balance of any escrowed funds back to Buyer.

10. This Agreement is subject to the laws of England and Wales. England shall be the exclusive place of jurisdiction for all claims arising from this Agreement.