SAMPLE CONTRACT (SIMPLE SERVICES AND DELIVERABLES)

This Sample Contract covers vendors selling goods and services, and explains services, deliverables, ownership, title, risk of loss, fees,warranties, disclaimers, limitation of liability, term and termination, force majeure, and general boilerplate for a sample contract.

Party 1 (You)

Name / Company

Individual / Company

Address 1

Address 2

City

State/Province

Zip

And Party 2 (Them)

Name / Company

Individual / Company

Address 1

Address 2

City

State/Province

Zip

Related Contracts

Master Contract (Services and Deliverables)

Master Sales Agreement (Deliverables)

Master Service Agreement (Services)

Sale Agreement (Comprehensive Services and Deliverables)

Sales Agreement (Comprehensive Deliverables)

Sales Contract (Comprehensive Services)

Sample Sales Agreement (Simple Deliverables)

Sample Services Contract (Simple Services)

Question 1 of 12

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Question 12 of 12

1 Services

SERVICES - (Party-1 Sells) - What are the Services?

	I will specify a short Services description here. Party-1 agrees to provide the following Services: What are the Services?
	I have a longer Services description/Specifications which I want to add as an exhibit (IF YOU SELECT THIS OPTION, THEN SCROLL IN THE RIGHT HAND PANEL TO THE END OF THE AGREEMENT, CLICK UNDERNEATH THE SIGNATURES, TYPE "EXHIBIT" AND PASTE IN YOUR SPECIFICATIONS). Party-1 agrees to provide all Services according to the "Specifications" in the attached exhibit, which is a part of this Agreement.

2 Deliverables

DELIVERABLES (Party-1 Sells) - What are the Deliverables?

	I will specify the Deliverables. Party-1 agrees to provide the following Deliverables: What are the Deliverables?
	Specifications for the Deliverables (IF YOU SELECT THIS OPTION, THEN SCROLL IN THE RIGHT HAND PANEL TO THE END OF THE AGREEMENT, CLICK UNDERNEATH THE SIGNATURES, TYPE "EXHIBIT" AND PASTE IN YOUR SPECIFICATIONS). Party-1 agrees to provide all Deliverables according to the specifications in the attached exhibit.

3 Ownership, Title and Risk of Loss (Deliverables)

OWNERSHIP, TITLE AND RISK OF LOSS (Deliverables) (Party-1 Sells) - At what point does ownership, title and risk of loss transfer to the customer?

	Acceptance by Party-2. Ownership of, title to, and risk of loss for the Deliverables passes to Party-2 upon acceptance of the Deliverables by Party-2.
	Receipt by Party-2. Ownership of, title to, and risk of loss for the Deliverables passes to Party-2 upon Party-2's receipt at its designated facility for delivery.
	Shipment to Party-2. Ownership of, title to, and risk of loss for the Deliverables passes to Party-2 upon Party-1's delivery of the Deliverables to a nationally reputable carrier, fully insured with a nationally reputable insurer (such insurance may be invoiced to Party-2 at cost).

6 Warranty Length (Services and Deliverables)

WARRANTY LENGTH (Services and Deliverables) - How long should the warranty last?

	30 day warranty. For a period of thirty (30) days after receipt, the Services and Deliverables conform to the requirements of this Agreement, are free from any defect in material and workmanship, and are free of all liens, claims and encumbrances of any kind.
	90 day warranty. For a period of ninety (90) days after receipt, the Services and Deliverables conform to the requirements of this Agreement, are free from any defect in material and workmanship, and are free of all liens, claims and encumbrances of any kind.
	1 year warranty. For a period of one (1) year after receipt, the Services and Deliverables conform to the requirements of this Agreement, are free from any defect in material and workmanship, and are free of all liens, claims and encumbrances of any kind.
	No time limit. The Services and Deliverables conform to the requirements of this Agreement, are free from any defect in material and workmanship, and are free of all liens, claims and encumbrances of any kind.

9 Term

TERM - LENGTH - How long is the term of the agreement?

Term length in years.

How many years do I want?

	1 year 1 year
	2 years 2 years
	3 years 3 years

I will specify how long.

How long?

10 Evergreen

TERM - EVERGREEN - Will the agreement automatically renew or not?

Yes, I want the term to renew automatically for additional consecutive 1 year terms until either party gives notice that the term ends 30 days before the year is over.

Immediately upon expiration this Agreement automatically renews on the same terms and conditions for additional successive periods of one (1) year on each anniversary of the Effective Date, unless either party gives the other party notice that the Agreement does not renew at least thirty (30) days before the end of the then applicable Term.

Any renewal term shall be mutually agreed to by the parties in writing.

11 Termination for Convenience

TERMINATION FOR CONVENIENCE - Do I want to terminate the agreement at any time for any reason or no reason with thirty (30) days prior notice?

Yes

	Both parties can terminate for convenience. (e) Termination for Convenience. This Agreement may be terminated at any time by either party for its convenience, with or without cause, and for any reason or no reason, effective upon the non-terminating party's receipt of notice.
	Just Party-1 can terminate for convenience. (e) Termination for Convenience. This Agreement may be terminated at any time by Party-1 for its convenience, with or without cause, and for any reason or no reason, effective upon Party-2's receipt of notice.

12 Assignment

GENERAL - ASSIGNMENT - Do I want both parties to be able to assign this Agreement, just Party-1, or not allow any assignments?

Both parties.

Broad right to assign.

Any of the parties may assign, delegate, sublicense or otherwise transfer this Agreement, or any right or obligation under this Agreement, to a third party.

Limited right to assign to a third party buying a party's (to this Agreement) shares or assets.

This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by any party in whole or in part without the prior written consent of the other party (or parties). Any transfer, assignment, delegation or sublicense by a party without such prior written consent is invalid. However, any party may assign this Agreement to a third party purchasing: (a) majority control of the party's equity shares; or (b) all or substantially all of either (i) a party's assets or (ii) the assets of the party's relevant business unit under this Agreement.

Just Party-1.

Broad right to assign.

This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Party-2 in whole or in part without the prior written consent of Party-1. Any transfer, assignment, delegation or sublicense by Party-2 without Party-1's prior written consent is invalid. Party-1 may assign, delegate, sublicense or otherwise transfer this Agreement, or any right or obligation under this Agreement, to a third party.

Limited right to assign to a third party buying a party's (to this Agreement) shares or assets.

This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Party-2 in whole or in part without the prior written consent of Party-1. Any transfer, assignment, delegation or sublicense by Party-2 without Party-1's prior written consent is invalid. Party-1 may assign this Agreement. Party-1 may assign this Agreement to a third party purchasing all or substantially all of Party-1's assets or the assets of the relevant Party-1 business unit under this Agreement.

No assignments.

This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by either party in whole or in part without the prior written consent of the other party. Any transfer, assignment, delegation or sublicense by a party without the other party's prior written consent is invalid.

"Services" are acts that a party is performing under an agreement for payment. "Services" are not goods or deliverables, which are the tangible results of the services. For example, if a consultant is engaged to meet with and better understand a customer's manufacturing system and then provide a written report summarizing how to improve the system, the meeting and understanding would be the services, while the report itself would be a deliverable.

"Deliverables" are the tangible goods or intellectual property provided under an agreement for payment. "Services" are not goods or deliverables, which are the tangible results of the services. For example, if a consultant is engaged to meet with and better understand a customer's manufacturing system and then provide a written report summarizing how to improve the system, the meeting and understanding would be the services, while the report itself would be a deliverable.

Once a customer takes ownership and title to goods, if the goods are damaged or lost, then that becomes the customer's responsibility. Because of these consequences, the parties usually discuss and agree on the point where ownership, title and risk of loss are transferred to the customer. "Acceptance" is the point after the customer receives the Deliverables and has concluded that the Deliverables comply with the Agreement's requirements.

A fee in this context can take many forms, including a flat fee, the total of the hours/days incurred times the hourly/daily rates, a guaranteed maximum fee, a per Service/Deliverable fee, a per milestone fee, or other arrangement.

"Payment Schedule" means when the vendor will bill the customer. The customer may prefer not to be billed until after acceptance, which is a legal concept that gives the customer a short testing period after receiving goods or services to determine whether or not they are satisfactory. The vendor instead prefers to invoice the customer upon receipt of goods or services, so that the vendor can recognize its revenue sooner.

The "Warranty Length" refers to how long the Services and/or Deliverables will perform as expected.

"Limitation of Liability" is a provision used to limit the kinds of damages a company could be liable for if sued. Parties often want to limit their liability for "Consequential Damages" which usually involves damages that are much larger than the money owed under the contract, and include lost profits and punitive damages. Parties may also want to impose a hard cap on their liability. For instance, a party could state that it won't be liable for more than $10,000, or for more than the fees under the contract.

"Limitation of Liability" is a provision used to limit the kinds of damages a company could be liable for if sued. Parties often want to limit their liability for "Consequential Damages" which usually involves damages that are much larger than the money owed under the contract, and include lost profits and punitive damages. Parties may also want to impose a hard cap on their liability. For insance, a party could state that it won't be liable for more than $10,000, or for more than the fees under the contract.

The "Term" means how long the contract will be in force.

An "Evergreen" term, also referred to as an "Automatic Renewal" means that once the term comes to a certain date in the future, it automatically extends for an additional time period or repeated additional time periods until either party sends notice that the term does not renew anymore.

"Termination for Convenience" means a party's right to terminate the agreement at any time for any reason at all (or even no reason), and is usually accompanied by advance written notice.

"Assignment" means the right to transfer the contract, or a right or obligation under the contract, to a third party. Usually, this is prohibited or limited to a third party buying the shares or assets of a party to the contract.

Comments:

[WARNING: THIS AGREEMENT AND ALL QUESTIONS ARE OFFERED AS SAMPLES ONLY. USE OF THIS AGREEMENT IS BY YOU AT YOUR DIRECTION, IS NOT DIRECTED BY WHICHDRAFT.COM, AND IN NO WAY CONSTITUTES LEGAL ADVICE. WHICHDRAFT.COM RECOMMENDS THAT ANYONE ENTERING INTO A CONTRACT CONSULT AN ATTORNEY FOR LEGAL ADVICE. THE COPYRIGHT IN THIS CONTRACT IS OWNED BY RADIO FREE CONTRACTS LLC.]

SALES AGREEMENT

This Sales Agreement ("Agreement") is made as of March 11, 2010 (the "Effective Date") between , an individual with an address at , , ("Party-1"), and , a company with an address at , , ("Party-2").

This Agreement describes Party-1's sale of Services and Deliverables to Party-2.

Party-1 and Party-2 therefore agree as follows:

1. DEFINITIONS.

(a) "Deliverables" means the deliverables Party-1 provides to Party-2 as described in this Agreement.

(b) "Government Authority" means any governmental authority or court, tribunal, agency, department, commission, arbitrator, board, bureau, or instrumentality of the United States of America or any other country or territory, or domestic or foreign state, prefecture, province, commonwealth, city, county, municipality, territory, protectorate or possession.

(c) "Law" means all laws, statutes, ordinances, codes, regulations and other pronouncements having the effect of law of any Government Authority.

(d) "Services" means the services Party-1 provides to Party-2 as described in this Agreement.

2. SERVICES. Party-1 agrees to provide the following Services: [QR-84]

3. DELIVERABLES. Party-1 agrees to provide the following Deliverables: [QR-70]

4. OWNERSHIP, TITLE AND RISK OF LOSS. Ownership of, title to, and risk of loss for the Deliverables passes to Party-2 upon Party-1's delivery of the Deliverables to a nationally reputable carrier, fully insured with a nationally reputable insurer (such insurance may be invoiced to Party-2 at cost). [QR-87]

5. FEES. Except as expressly stated in this Agreement, there are no additional fees, charges or expenses incurred. In consideration for Party-1 performing all obligations under this Agreement, Party-2 agrees to pay Party-1 a flat fee of: [QR-89] Party-1 shall invoice Party-2 for the entire overall flat fee in this Agreement on the date the Deliverables are received by Party-2. [QR-92]

6. WARRANTIES.

(a) Warranties by Party-1. Party-1 represents, warrants and covenants to Party-2 that:

(i) Warranty Length. For a period of thirty (30) days after receipt, the Services and Deliverables conform to the requirements of this Agreement, are free from any defect in material and workmanship, and are free of all liens, claims and encumbrances of any kind. [QR-68]

(b) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PARTY-1 AND PARTY-2 EACH MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OR COVENANTS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY. THIS LIMITATION OF LIABILITY PROVISION APPLIES IN THE AGGREGATE AND NOT ON A PER CLAIM BASIS, WHETHER ANY DAMAGES ARE CHARACTERIZED IN TORT, NEGLIGENCE, CONTRACT, OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF ESSENTIAL PURPOSE OF A LIMITED REMEDY. THIS LIMITATION OF LIABILITY PROVISION DOES NOT LIMIT A PARTY'S LIABILITY FOR GROSS NEGLIGENCE, INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY REQUIREMENTS, INTENTIONAL MISCONDUCT, INTENTIONAL TORTS AND INTENTIONAL VIOLATIONS OF LAW. NEITHER PARTY IS LIABLE TO THE OTHER OR ANY THIRD PARTY UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RESULTING FROM THIS AGREEMENT. [QR-33] EACH PARTY'S LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID UNDER THIS AGREEMENT IN THE ONE (1) YEAR PERIOD PRIOR TO THE DATE THE CLAIM AROSE. [QR-34]

8. TERM AND TERMINATION.

(a) Term. The term of this Agreement (together with any renewals, the "Term") begins on the Effective Date and expires one (1) year [QR-24] later. Immediately upon expiration this Agreement automatically renews on the same terms and conditions for additional successive periods of one (1) year on each anniversary of the Effective Date, unless either party gives the other party notice that the Agreement does not renew at least thirty (30) days before the end of the then applicable Term. [QR-18]

(b) Survival. The following captioned sections survive any termination, expiration or non-renewal of this Agreement: "Disclaimer", "Limitation of Liability", "Survival" and "General", as well as any other provisions expressly stating that they are perpetual or survive this Agreement.

(c) Termination for Insolvency. If either party is adjudged insolvent or bankrupt, or upon the institution of any proceedings by it seeking relief, reorganization or arrangement under any Laws relating to insolvency, or if an involuntary petition in bankruptcy is filed against a party and the petition is not discharged within sixty (60) days after filing, or upon any assignment for the benefit of a party's creditors, or upon the appointment of a receiver, liquidator or trustee of any of a party's assets, or upon the liquidation, dissolution or winding up of its business (each, an "Event of Bankruptcy"), then the party affected by any Event of Bankruptcy must immediately give notice of the Event of Bankruptcy to the other party, and the other party may terminate this Agreement by notice to the affected party.

(d) Termination for Breach. If either party breaches any provision contained in this Agreement, and the breach is not cured within thirty (30) days after the breaching party receives notice of the breach from the non-breaching party, the non-breaching party may then deliver a second notice to the breaching party immediately terminating this Agreement.

[QR-17]

9. FORCE MAJEURE. Any failure or delay by a party in the performance of its obligations under this Agreement is not a default or breach of the Agreement or a ground for termination under this Agreement to the extent the failure or delay is due to elements of nature or acts of God, acts of war, terrorism, riots, revolutions, or strikes or other factor beyond the reasonable control of a party (each, a "Force Majeure Event"). The party failing or delaying due to a Force Majeure Event agrees to give notice to the other party which describes the Force Majeure Event and includes a good faith estimate as to the impact of the Force Majeure Event upon its responsibilities under this Agreement, including, but not limited to, any scheduling changes. However, should any failure to perform or delay in performance due to a Force Majeure Event last longer than thirty (30) days, or should three (3) Force Majeure Events apply to the performance of a party during any calendar year, the party not subject to the Force Majeure Event may terminate this Agreement by notice to the party subject to the Force Majeure Event.

10. GENERAL. Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended only in a written document, signed by all parties. Assignment. This Agreement binds and inures to the benefit of the parties' successors and assigns.

IN WITNESS WHEREOF, the parties execute this Agreement as of the Effective Date. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party.

PARTY-1

By: __________________________________
Print Name: ___________________________
Title: ________________________________

PARTY-2

By: __________________________________
Print Name: ___________________________
Title: ________________________________