XXX, THEREFORE. in consideration of the foregoing, and of the mutual covenants and agreements set forth herein, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:Keep in mind that this agreement between contractor and subcontractor is drafted in favor of the “Prime Contractor.”Depending on what work your company does, some of the definitions in the subcontract agreement may not be applicable (e.g., Open Source would not be applicable for a legal firm necessarily).The following capitalized terms will have the subsequent definitions under this Agreement:1. “Contract” means Prime’s contract with the Customer for which the Subcontractor may provide support pursuant to Task Orders issued under this Agreement.2. “Customer(s)” means customers of Prime for whom Services or Deliverables are to be performed under a Task Order.3. “Deliverables” means those items, products, and materials to be provided to Prime by the Subcontractor, as specified on a Task Order.4. “Firm Fixed Price (FFP)” means an agreed upon fixed price for the Services and Deliverables to be provided pursuant to a Task Order.5. “Intellectual Property Rights” means world-wide, common-law and statutory rights associated with (i) patentable inventions, patents and patent applications, divisions, continuations, renewals, reissuance, and extensions, thereof, (ii) copyrights, copyright applications and copyright registrations, “moral” rights and mask work rights, (iii) the protection of trade and industrial secrets and confidential information, and (iv) trademarks, trade names, service marks, and logos (collectively “Trademarks”).Try our Contract Management Software if you want to negotiate your contracts with clients efficiently and centralize your contract storage.6. “Open Source” means any software having license terms that require, as a condition of use, modification, or distribution of the software, that such software or other software combined or distributed with such software be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making derivative works, and (iii) redistributable at no charge.7. “Other Direct Costs” means costs normally incurred in the operation of a business, such as postage, telephone and internet charges, office supplies, and overhead. 8. “Party or Parties” means the signatories to this Agreement when referred to, respectively, individually or collectively.9. “Pre-Existing Intellectual Property” means any Intellectual Property that has been conceived or developed by either party or any third party before the Subcontractor renders any services under this Agreement or any Task Order or that is conceived or developed at any time wholly independently of the Services and Deliverables.10. “Services” means all work performed by the Subcontractor under this Agreement pursuant to a Task Order, as well as materials used by the Subcontractor in performing its obligations under a Task Order.11. “Task Order” means a written document executed by the Parties authorizing Subcontractor to perform Services and/or provide Deliverables in accordance with such Task Order. For clarity, any contract for services entered into through an online freelance or similar website shall be construed as a Task Order under the terms of this Agreement.
Appears in 3 contracts
Samples: Subcontractor Agreement, Subcontractor Agreement, Subcontractor Agreement
XXX, THEREFORE. in consideration of the foregoing, and of the mutual covenants and agreements set forth herein, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:Keep in mind that this agreement between contractor and subcontractor is drafted in favor of the “Prime Contractor.”Depending on what work your company does, some of the definitions in the subcontract agreement may not be applicable (e.g., Open Source would not be applicable for a legal firm necessarily).The following capitalized terms will have the subsequent definitions under this Agreement:1. “Contract” means Prime’s contract with the Customer for which the Subcontractor may provide support pursuant to Task Orders issued under this Agreement.2. “Customer(s)” means customers of Prime for whom Services or Deliverables are to be performed under a Task Order.3. “Deliverables” means those items, products, and materials to be provided to Prime by the Subcontractor, as specified on a Task Order.4. “Firm Fixed Price (FFP)” means an agreed upon fixed price for the Services and Deliverables to be provided pursuant to a Task Order.5. “Intellectual Property Rights” means world-wide, common-law and statutory rights associated with (i) patentable inventions, patents and patent applications, divisions, continuations, renewals, reissuance, and extensions, thereof, (ii) copyrights, copyright applications and copyright registrations, “moral” rights and mask work rights, (iii) the protection of trade and industrial secrets and confidential information, and (iv) trademarks, trade names, service marks, and logos (collectively “Trademarks”).Try our Contract Management Software if you want to negotiate your contracts with clients efficiently and centralize your contract storage.6. “Open Source” means any software having license terms that require, as a condition of use, modification, or distribution of the software, that such software or other software combined or distributed with such software be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making derivative works, and (iii) redistributable at no charge.7. “Other Direct Costs” means costs normally incurred in the operation of a business, such as postage, telephone and internet charges, office supplies, and overhead. 8. “Party or Parties” means the signatories to this Agreement when referred to, respectively, individually or collectively.9. “Pre-Existing Intellectual Property” means any Intellectual Property that has been conceived or developed by either party or any third party before the Subcontractor renders any services under this Agreement or any Task Order or that is conceived or developed at any time wholly independently of the Services and Deliverables.10. “Services” means all work performed by the Subcontractor under this Agreement pursuant to a Task Order, as well as materials used by the Subcontractor in performing its obligations under a Task Order.11. “Task Order” means a written document executed by the Parties authorizing Subcontractor to perform Services and/or provide Deliverables in accordance with such Task Order. For clarity, any contract for services entered into through an online freelance or similar website shall be construed as a Task Order under the terms of this Agreement.
Appears in 1 contract
Samples: Subcontractor Agreement
