Free contract template

Business Contract

Not legal advice. Check with a lawyer for your situation.

This contract is dated [date] and is between:

• [Provider legal name], of [address], email [email] (the “Provider”); and
• [Customer legal name], of [address], email [email] (the “Customer”).

1. What this contract is for

The Provider will supply the following to the Customer: [describe the goods or the work in one or two sentences].

2. What the Provider will deliver, and when

• [Deliverable 1], by [date].
• [Deliverable 2], by [date].

If the Provider expects to miss a date, it will tell the Customer in writing as soon as it knows, with a new date.

3. What the Customer will do

The Customer will give the Provider the information, access and decisions it reasonably needs, on time. If the Customer is late with something the Provider needs, the Provider’s dates move by the same amount of time.

4. Price and payment

• Price: [amount and currency], [plus applicable sales tax / including tax].
• When to pay: [for example, 50% on signing and 50% on delivery].
• The Provider will send an invoice for each payment. The Customer will pay each invoice within [30] days of receiving it.
• If a payment is late, the Provider may pause work after giving [7] days’ written notice, until the payment is made.

5. Changes to the work

Either party may ask to change the work. A change, and any change to the price or dates, only applies once both parties agree it in writing (email is enough if both parties confirm it).

6. Checking the work

The Customer has [5] business days after delivery to tell the Provider in writing if something delivered does not match this contract, and why. The Provider will fix it within a reasonable time. If the Customer says nothing within that time, the delivery is accepted.

7. Who owns what

Once the Customer has paid in full, the Customer owns the deliverables made specifically for it under this contract. The Provider keeps ownership of its own tools, know-how and anything it owned before this contract, and gives the Customer a permanent right to use any of those that are built into the deliverables.

8. Keeping information private

Each party will keep the other party’s non-public business information confidential, use it only for this contract, and not share it except with people who need it for this contract and who are bound to keep it confidential. This lasts for [2] years after the contract ends. It does not cover information that is public, that the party already had, or that the law requires it to disclose.

9. Quality of the work

The Provider will do the work with reasonable skill and care. If the Customer reports a defect within [30] days after acceptance, the Provider will fix it at no extra cost.

10. Limits on liability

Neither party is responsible to the other for indirect losses, such as lost profits or lost business opportunities. Each party’s total liability under this contract is limited to the total price in section 4. These limits do not apply to fraud, to breaking section 8, to death or personal injury caused by negligence, or to anything else the law does not allow to be limited.

11. Ending the contract

• Either party may end this contract by written notice if the other party seriously breaks it and does not fix the problem within [14] days of being asked in writing.
• If the contract ends early, the Customer pays for work properly done up to that date, and the Provider hands over that work once it is paid for.
• Sections 7, 8 and 10 continue after the contract ends.

12. Disagreements

If there is a disagreement, the people named below will first try to settle it by talking. If they cannot settle it within [30] days, either party may take it further under section 13.

13. General terms

• Whole agreement. This document is the whole agreement between the parties about its subject. It replaces earlier discussions and drafts on the same subject.
• Changes. A change only counts if it is in writing and signed by both parties.
• Transfer. Neither party may transfer this agreement to someone else without the other party’s written consent, except to a business that takes over all or most of its assets.
• Notices. Formal notices go to the addresses or email addresses given at the top of this agreement, or to a new address a party gives in writing.
• If one part fails. If a court decides that one part of this agreement cannot be enforced, the rest still applies.
• Not waiving rights. If a party does not enforce a right straight away, it can still enforce it later.
• Law. This agreement is governed by the laws of [state or country], and the courts of [county or city, state or country] may hear any dispute about it.
• Signing. The parties may sign this agreement in separate copies and electronically. Together the copies are one agreement.

Signatures

Signed for the Provider: signature, name, title, date

Signed for the Customer: signature, name, title, date