Appendix 6. Software Consulting Agreement (Favors Customer)

Introductory Note

This is a software consulting agreement with a variety of clauses that favor the Customer rather than Consultant. In essence, this form provides protection for the Customer and places most risks on Consultant. You may see forms of this kind used by large corporations for the purposes of procurement of consulting services.

The provisions of note include the performance obligations of Consultant, acceptance, correction of defects, warranties, intellectual property ownership, third party software, and indemnification. All of these points could be the subject of negotiation, and most Consultants would seek to “soften” many of the following provisions if they have the ...

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