If this would help any of you who are currently doing programming / consulting freelance work, this is my original programming agreement that I would make customers sign. It's from way back in 1997, but it's still pretty solid:

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Subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. Job: The term job refers to the program(s), programming work, and maintenance of the program(s) provided by Amicron Technology Services to Customer.

2. Consultation: Amicron Technology Services agrees to provide free consultation for the construction of the initial job up to a total of 1 hour. Thereafter, an hourly consultation fee will be assessed. Charges for consultation are the then current consultation rates in effect for the hour or day such service is performed (including, where applicable, night, weekend, and holiday rates).

3. Estimate: Amicron Technology Services will analyze the Customer job description and provide Customer with a written estimate of the total cost of the job, and estimated time for completion. No work will begin on the job until Customer is satisfied with the estimate, and has signed a copy of this Service Agreement for our records.

4. Advance Payment: Customer is responsible for providing fifty percent (50%) of the total estimated cost of the job in advance, in addition to one-hundred percent (100%) of the cost for materials, software, hardware, or other items that must be purchased by Amicron Technology Services in order to perform the Job, or that will be transferred over to Customer. No work will begin on the Job until advance payment is received. The estimated time of completion begins once advance payment has been received, not counting time for check or money order clearance. The remainder of the total payment is due upon delivery and installation of the first working copy of the software.

5. Maintenance service: The term "maintenance service" as used herein means covered maintenance and billable call maintenance as hereinafter defined, performed by Amicron Technology Services in respect of the job identified hereafter as "program."

6. Covered maintenance: the term "covered maintenance" as used herein means the periodic maintenance Amicron Technology Services deems reasonably appropriate and necessary to keep Customer's program operating and all on-call remedial maintenance performed by Amicron Technology Services hereunder with respect to the program on Amicron Technology Services programmer working days (currently all non-company-holiday days, from 9am until 5pm, Monday through Friday, subject to change without notice). 24-hour and weekend program support is available for an additional fee.

7. Billable Call Maintenance: The term "billable call maintenance" as used herein means any maintenance, other than covered maintenance, performed by Amicron Technology Services and includes, but is not limited to, the following types of maintenance: (a) Work requested by Customer for modification or rearrangement of a previously prepared program, after such time as the job estimate has been prepared. (b) Work on program caused by maintenance or repair performed by other than an authorized Amicron Technology Services programmer or resulting from improper operation by Customer personnel. (c) Specific requests by Customer for maintenance in addition to covered maintenance requirements.

8. Exclusions from covered maintenance: Covered maintenance does not include: (a) Damage not caused by Amicron Technology Services, including without limitation, damage resulting from accident, transportation, power, air conditioning or humidity control, telephone equipment or communication lines failure, failure of foreign interconnect equipment, use of external materials or supplies, which do not adhere to the manufacturer specifications, failure to follow directions given by Amicron Technology Services with regard to program, or causes other than ordinary use. (b) Specification changes to the design of the database that Customer wishes to implement after the initial software estimate has been prepared by Amicron Technology Services and agreed to by both parties. (c). Service which is impractical for Amicron Technology Services to render because of alterations in the program made by persons other than Amicron Technology Services personnel without receiving Amicron Technology Services prior written approval; or the physical inaccessibility of the equipment. Additionally, Amicron Technology Services will not be held liable for problems caused by Customer or Customer's personnel to the operating system on the computer which our software is running, nor will we be liable for problems caused relating to Customer's third-party software. (d) Consumable and/or Customer maintainable items so designated within the manufacturer/user documentation as operator responsibilities, including but not limited to printer printheads, ribbons, toner, cartridges, etc. (e) End-of-life replacement of print engines or other products that are deemed by the manufacturer to have a designated life span. (f) Any replacement of the Cathode Ray Tube (CRT) for such occurrences as burnt phosphor of the screen. (g) Failure to comply with Amicron Technology Services payment arrangements will invalidate Customer's right to covered maintenance until such time when Customer has paid for program(s) due in full. (h) While we will provide limited initial training to Customer in the usage of our custom-designed software, covered maintenance does not include service visits to Customer by Amicron personnel related to problems caused by the Customer's unfamiliarity with said software. We will provide as much technical assistance as possible. Training beyond that specified in the original job estimate will be billable at our standard on-site training rate.


9. Charges to Customer: Charges to customer may include, but are not limited to: (a) Charges for covered maintenance: There are no charges for those services related to covered maintenance. It is the sole responsibility of Amicron Technology Services to provide workable software to Customer. In the event that the software is in need of modification because of Amicron programmer error, such modifications will take place as soon as practical without charge to Customer. (b) Charges for billable call maintenance: The applicable rates for billable call maintenance are the then current billable call rates for Premium Service (software development maintenance) in effect for the hour or day such service is performed (including, where applicable, night, weekend, and holiday rates). (c) Charges for travel: Customer shall pay for travel time and travel expense in connection with billable call maintenance. Travel time will be charged to Customer at the hourly billable call rate then in effect for the hour or day the travel is performed. Travel expense will be charged as incurred and will include tolls, parking and other out-of-pocket costs plus milage at the then current rates. There will be no additional charge to Customer for travel expenses incurred in connection with covered maintenance. (d) Taxes: All maintenance charges are exclusive of applicable federal, state, or local taxes. Customer shall pay, or reimburse Amicron Technology Services for, any such taxes and Amicron Technology Services may add such taxes to the invoices submitted to Customer by Amicron Technology Services. (e) Charge for program specification changes: All maintenance charges are subject to increase or decrease upon any change in the specifications for programming rates or upon addition of features thereto.

10. Changes in charges: Amicron Technology Services may change the charges for billable call maintenance without notice.

11. Payment: Amicron Technology Services will invoice Customer for billable call maintenance as incurred and Customer shall pay such invoices within ten (10) days. In addition to any other remedies allowed by law, Amicron Technology Services may assess charges for late payments starting at $25 for the first day late, and $5 or 1% of the total cost of the project (whichever is higher) per day until paid - or the maximum allowed by law.

12. Protection: Amicron Technology Services reserves the right to copy-protect all software provided against illegal copying or distribution. In addition, Amicron Technology Services reserves the right to install time-delay program termination and deletion routines for the possible event of non-payment.

13. License: Custom software designed by Amicron Technology Services is the sole property of Amicron Technology Services. Customer purchases a license agreement to use the software and documentation as distributed by Amicron Technology Services in non-modified form. Software licensed to Customer is usable ONLY by Customer, and only at one Customer site location or office, unless Customer receives prior written approval from Amicron Technology Services. Customer does not have the right to sell, distribute, or otherwise share program(s) with other individuals, businesses, or corporations. Customer also does not have right to the source codes or other programming utilities and object files used in creation of program(s). Modification of software by other than authorized Amicron Technology Services personnel is a violation of this contract and renders void any and all warranties for covered maintenance or technical support. Amicron Technology Services reserves the right to re-market any custom software developed, or any portion thereof, at our discretion.

14. Engineering changes: All engineering changes or enhancements available to Customer shall be made available to Customer at Amicron Technology Services normal billable rate, and on Amicron Technology Services normal terms and conditions for such changes or enhancements. Within thirty (30) days after request by Amicron Technology Services, Customer agrees to provide Amicron Technology Services with access to all equipment and/or programs for installation of such changes. Access for such changes shall be provided by Customer during Amicron Technology Services normal programmer working hours, or as otherwise mutually agreed. Amicron Technology Services agrees to use its best efforts not to interfere with Customer's data collection operations in the process of making such engineering changes.

15. Disclaimer of warranty: Amicron Technology Services makes no implied warranty of any kind unless expressly stated in this agreement or our standard service agreement  Completion times given to Customer are estimates. Amicron Technology Services cannot be held responsible for reasonable delays in production time, especially if these delays are caused by specification changes provided by Customer.

16. Limitation of liability: Customer agrees that Amicron Technology Services total liability hereunder, including but not limited to, any alleged negligence of Amicron Technology Services, shall not exceed the amount paid for job by Customer to Amicron Technology Services attributable to the particular program directly involved for the three thirty days immediately preceding the occurrence giving rise to any claim by Customer. In no event will Amicron Technology Services be liable for any incidental or consequential damages, including without limitation, loss of use, loss of data, loss of profit, loss of monies deposited to or removed from equipment/program or any affiliated components, or liability to third parties, however caused, whether by the negligence of Amicron Technology Services, or otherwise.

17. Other liabilities: Amicron Technology Services shall not be liable to Customer for any delay or failure by Amicron Technology Services to perform its obligations under this agreement or otherwise if such delay or failure arises from any cause or causes beyond the reasonable control of Amicron Technology Services, including, but not limited to labor disputes, strikes, other labor or industrial disturbances, acts of nature, floods, lightning, fire, shortage of materials, rationing, utility or communication failures, earthquakes, casualty, war, acts of the public enemy, riots, insurrections, embargoes, blockages, actions, restrictions, regulations of orders of any government agency or subdivision thereof, or temporary unavailability of qualified service personnel at Amicron Technology Services.


18. Termination for bankruptcy: Amicron Technology Services shall have the right at its option to terminate this agreement by written notice to Customer in the event: (a) of an assignment by Customer for the benefit of creditors; (b) of Customer's admitted insolvency; (c) of Customer's dissolution or loss of charter by forfeiture; (d) Customer is adjudged bankrupt or insolvent by a United States court of competent jurisdiction; (e) a trustee or receiver is appointed for Customer or its assets or any substantial part thereof; (f) Customer files a voluntary petition under any bankruptcy or other similar law providing for its reorganization, dissolution, or liquidation or (g) Customer shall consent to the appointment of a receiver or a trustee for itself or its assets or of any substantial part thereof.

19. Termination for default: Either party may terminate this agreement due to a material breach of the other, if such breach is not cured within thirty (30) days of receive of written notice thereof. In addition to any other remedies Amicron Technology Services may have hereunder or at law, Amicron Technology Services may terminate this agreement at any time by written notice for non-payment of any amount due for service invoiced and rendered under this agreement. In addition, Amicron Technology Services reserves the right to demand full payment of any balance due, including late fees, from Customer at any time. In addition, Customer assumes financial responsibility for any and all legal fees due to collection proceedings, should they be necessary.

20. Notices: Any notice, request, instruction, or other document pertaining to this agreement shall be in writing and delivered personally or sent by U.S. Mail, postage prepaid, and addressed as below under "Customer", if to Customer, or as follows if to Amicron Technology Services: Amicron Technology Services, PO Box 1453, Buffalo NY 14225, or Amicron Technology Services, 137 Huntleigh Circle, Amherst NY 14226. Either party may change the address to which notice is to be sent by giving written notice thereof to the other party.

21. Miscellaneous. This agreement shall be governed by the laws of the State of New York and constitutes the entire agreement between the parties hereto with respect to maintenance of equipment or computer program(s) and related materials, and shall supersede all previous or contemporaneous negotiations, commitments, and writings with respect to matters set forth herein. It may only be modified by a writing signed by authorized representatives of both parties. The terms and provisions of this agreement shall prevail over any conflicting, additional or other terms appearing on any purchase order submitted by Customer at any time. Neither this agreement nor any rights hereunder may be assigned or otherwise transferred by either party, except to any corporation controlled by or under common control with the assigned party, or in connection with the acquisition of, or the sale of substantially all of, the assets of the business to which this agreement pertains.

22. Service Agreement. The terms of this service agreement are also bound by our standard Amicron Service Agreement. By signing this Custom Programming Agreement, the customer acknowledges that he/she has received and agrees to the terms of our Standard Service Agreement.

23. Open v. Closed Software. Amicron Technology Services may, at our discretion, design either an "open" or "closed" database or other software solution for Customer. An "open" software solution is one where the Customer is given full access to the source codes or other design areas of the software. A "closed" software solution is where modification of the software by Customer is prohibited and physically locked out. If the customer opts for an "open" software solution, Amicron Technology Services provides the software on an AS IS basis with NO covered warranty service of any kind. Amicron may service such "open" software solutions, however such service is strictly billable. Closed software solutions will receive normal covered warranty service under the terms of this agreement. Even in the event that an "open" database is provided, Amicron Technology Services reserves the right to secure our proprietary database/software modules that have been built prior to this contract with Customer.

24. Additional Licensing. Programs provided for Customer by Amicron Technology Services are useable by Customer for one site only. A "site" includes one physical location or office building. If the Customer has multiple branches or offices, then a multi-use licensing agreement must be received before Customer may install said software at additional sites. Generally, the cost for additional licenses is 10% of the total of the project cost for each additional site. For example, a company with one main office and two branch locations receives a database project costing $500. The customer must purchase two additional licenses at $50 each for each of their branch locations.

25. "Finishing Touch" Modifications. We know our customers want their software and database products to look and feel exactly how they want them to look - even for such details as the style of a font on a report. This is fine, and we understand the need for such detail. This type of work, however is completely up to the taste of the Customer, and we will be more than happy to work with you to style your software product to your specifications. However, such modifications are considered "finishing touches" and are billed strictly by the hour. We will sit down with you and you can make as many cosmetic changes as you'd like. We generally do not include the cost for finishing touches in our estimates. If you are given a quotation that includes finishing touches it is a rough estimate based on our experience. The actual time spent on such finishing touches will be your final billable rate.

26. Quotations. Quotations and estimates for project cost and expected completion dates are only estimates and may be subject to change at any time. While we generally try to provide our customers with as specific a quote as possible, we understand that modifications and last-minute changes may be requested by our clients. In such an event, we reserve the right to modify quotations as needed, and will provide a written modification of our quote upon request from Customer. Otherwise, Customer agrees that his/her verbal consent is valid grounds for additional work requested.


Authorization. We the undersigned to agree to abide by the regulations set forth above.


Amicron Technology Services
PO Box 1453
Buffalo, NY 14225-1453
716-897-3538
716-369-6235




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