1 Master Agreement Title/NamePREAMBLE - STATEMENT OF WORK (Master Agreement Name) - What is the title/name of the master agreement?
2 Master Agreement Title/NamePREAMBLE - STATEMENT OF WORK (Master Agreement Date) - What is the date of the master agreement?
3 Deadline (Deliverables)DEADLINE (Deliverables) - When will all Deliverables be provided?
4 Deadline (Party-1 Assumptions)DEADLINE - ASSUMPTIONS (Party-1 Buys) - Does Party-1 have to do anything in advance so that Party-2 can meet the deadline?
5 DeliverablesDELIVERABLES (Party-1 Buys) - What are the Deliverables?
| I will specify the Deliverables. Party-2 agrees to provide the following Deliverables: What are the Deliverables?
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| 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-2 agrees to provide all Deliverables according to the specifications in the attached exhibit. |
6 Fee (Services/Deliverables)FEE (Services/Deliverables) (Party-1 Buys) - What are the fees?
| Flat fee. In consideration for Party-2 performing all obligations under this Agreement, Party-1 agrees to pay Party-2 a flat fee of: |
| Rate fee. | Hourly Rate. In consideration for Party-2 performing all obligations under this Agreement, Party-1 agrees to pay Party-2 the product of the total number of hours performed by Party-2 multiplied by the following hourly rate(s): What is the hourly rate for each member of Party-2's personnel?
| | Daily Rate. In consideration for Party-2 performing all obligations under this Agreement, Party-1 agrees to pay Party-2 the product of the total number of full eight (8) hour days performed by Party-2 multiplied by the following daily rate(s): What is the daily rate for each member of Party-2's personnel?
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| Guaranteed maximum fee equal to the lesser of a flat fee, or either an hourly rate fee or daily rate fee. | Guaranteed maximum flat fee. In consideration for Party-2 performing all obligations under this Agreement, Party-1 agrees to pay Party-2 the lesser of: (a) a flat fee of What is the maximum flat fee?
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Hourly rate fee or daily rate fee? | Hourly rate. or (b) the product of the total number of hours performed by Party-2 multiplied by the following hourly rate: What is the hourly rate for each member of Party-2's personnel?
| | Daily rate. or (b) the product of the total number of full eight (8) hour days performed by Party-2 multiplied by the following daily rate: What is the daily rate for each member of Party-2's personnel?
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| Per Service/Deliverable fee. In consideration for Party-2 providing each of the following, Party-1 agrees to pay Party-2 as follows: Please list each Service/Deliverable and fee.
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| Per milestone fee. In consideration for Party-2 achieving each of the following milestones, Party-1 agrees to pay Party-2 as follows: Please list each milestone and fee.
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| Other arrangements. In consideration for Party-2's performance under this Agreement, Party-1 agrees to pay Party-2 as follows: |
7 Fee (Payment Schedule)FEE - PAYMENT SCHEDULE (Party-1 Buys) - What is the payment schedule?
8 Fee (Affiliates, Most Favored Customer Status, Assumptions and Fee Increases)FEE - CONDITIONS (Party-1 Buys) - Do any assumptions, affiliate pricing, or most favored customer status conditions apply to the fee?
9 Fee (Early Payment Discount)FEE - EARLY PAYMENT DISCOUNT (Party-1 Buys) - Does Party-1 receive an early payment discount for early payments?
| 10 days, 2% discount. If Party-1 pays within ten (10) days of the date of Party-1's receipt of an invoice, then Party-2 will deduct from the next invoice a credit equal to two percent (2%) of the invoiced amount. |
| 15 days, 2% discount. If Party-1 pays within fifteen (15) days of the date of Party-1's receipt of an invoice, then Party-2 will deduct from the next invoice a credit equal to two percent (2%) of the invoiced amount. |
| I will specify the days and discount. | If Party-1 pays within To earn the discount, customer must pay the fee within how many days?
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| days of the date of Party-1's receipt of an invoice, then Party-2 will deduct from the next invoice a credit equal to the following percentage of the invoiced amount: What is the discount percentage?
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| No discount for early payment. |
10 Expenses (Party-1 Reimburses)EXPENSES (Party-1 Reimburses) - Will Party-1 reimburse Party-2's expenses?
11 Intellectual Property (Assignment/License)INTELLECTUAL PROPERTY - ASSIGNMENT/LICENSE (Party-1 Assignee) - Do I want Party-2 to assign or license the intellectual property rights in the Deliverables to Party-1?
| Assign. Party-2 acknowledges and agrees that Party-1 contracted with Party-2 to create the Deliverables for Party-1 and that the Deliverables are owned by Party-1 in the entirety as: (a) a "work made for hire" (to the extent permitted by Law) in which Party-1 owns all copyrights as the author and all other intellectual property and proprietary rights, if legally applicable; and (b) the exclusive owner or assignee of all intellectual property and proprietary rights to the Deliverables. To the extent that any works within the Deliverables may not be considered a "work made for hire" under the United States copyright Laws, and to the extent that any rights to the Deliverables may be vested in any person other than Party-1, Party-2 hereby irrevocably grants and assigns, and represents and covenants to cause any third party to irrevocably grant and assign, free and clear of any liens, claims or encumbrances, exclusively to Party-1, each and every right in the Deliverables throughout the world, including all copyright, patent, trade secret, and all other intellectual property and proprietary rights, together with all renewals and extensions thereto, and the right to bring actions for past and future infringement. This grant and assignment may be confirmed in a form acceptable to Party-1. Party-2 acknowledges and agrees to take all appropriate steps at the request of Party-1 to secure for Party-1 all rights and benefits in and to the Deliverables, to protect Party-1's rights in the Deliverables and to appoint Party-1 as Party-2's attorney-in-fact to enable Party-1 to record, file and prosecute any application for, and acquire, maintain and enforce, any intellectual property and proprietary rights and any other rights in the Deliverables throughout the universe in all languages and in all media and forms of expression and communication now or later developed. Party-2 agrees to waive any and all rights of attribution and integrity Party-2 may have in any the Deliverables under Section 17 U.S.C. ยง106A of the United States copyright Laws and any right of privacy or publicity for the Deliverables identified for all uses as stated and contemplated. This provision survives this Agreement. | Background Intellectual property (Party-2 retains ownership of its background intellectual property and licenses it to Party-1). However, Party-2 retains ownership of the Background Intellectual Property. "Background Intellectual Property" means Party-2's patentable and non-patentable manufacturing processes, inventions, ideas, discoveries, improvements, design rights, works of authorship, copyrights, patents, patent applications, trade secrets, and know-how, either: (a) existing prior to the Effective Date (as proved by documents created in the normal course of business); or (b) created by Party-2 after the Effective Date separate and apart from the activities contemplated under this Agreement (as proved by documents created in the normal course of business). Party-2 hereby grants to Party-1 an irrevocable, perpetual, non-exclusive, worldwide, sublicenseable, royalty-free license in any of the Background Intellectual Property which may be contained in the Deliverables, such license to be exercised by Party-1 solely in connection with the Deliverables. Such license is also transferable, but Party-1 may not under any circumstances transfer Party-2 Background Intellectual Property separate and apart from the Deliverables. This provision survives this Agreement. | | Grant Back License (Party-1 grants a license back to Party-2). Grant Back License. This provision survives this Agreement. Party-1 grants to Party-2 an irrevocable, perpetual, non-exclusive, worldwide, transferable, sublicenseable, royalty-free license in the Deliverables to permit Party-2 to exercise all intellectual property and proprietary rights to the Deliverables for use in the following field of use: What is the field of use?
| | No background intellectual property and no grant back license. |
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| License. | Comprehensive perpetual license, worldwide territory. Party-2 grants Party-1 an irrevocable, perpetual, non-exclusive, worldwide, transferable, and sublicenseable license in the Deliverables to permit Party-1 to exercise all intellectual property and proprietary rights to the Deliverables. | | Comprehensive perpetual license, I specify the territory. Party-2 grants Party-1 an irrevocable, perpetual, non-exclusive, transferable, and sublicenseable license in the Deliverables to permit Party-1 to exercise all intellectual property and proprietary rights to the Deliverables. This license may only be exercised in the following territory: | | Limited perpetual license, worldwide territory. Party-2 grants Party-1 a perpetual, non-exclusive, worldwide, non-transferable, and non-sublicenseable license to reproduce, make derivative works, use and make the Deliverables, for Party-1's internal business purposes. | | Limited perpetual license, I specify the territory. Party-2 grants Party-1 a perpetual, non-exclusive, non-transferable, and non-sublicenseable license to reproduce, make derivative works, use and make the Deliverables, for Party-1's internal business purposes. This license may only be exercised in the following territory: | | Limited license for the Term, worldwide territory. Party-2 grants Party-1, during the Term only, a non-exclusive, worldwide, non-transferable, and non-sublicenseable license to reproduce, make derivative works, use and make the Deliverables, for Party-1's internal business purposes. | | Limited for the Term, I specify the territory. Party-2 grants Party-1, during the Term only, a non-exclusive, non-transferable, and non-sublicenseable license to reproduce, make derivative works, use and make the Deliverables, for Party-1's internal business purposes. This license may only be exercised in the following territory: |
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| No assignment or license. INTENTIONALLY LEFT BLANK BY THE PARTIES. |
12 Intellectual Property (Sublicense to Third Party Contractors)INTELLECTUAL PROPERTY - THIRD PARTY CONTRACTORS SUBLICENSE (Party-1 Sublicenses) - Can Party-1 sublicense its Deliverables license to third party contractors for Party-1's internal business purposes?
It is important to make sure the Statement of Work clearly references the title/name and date of Master Agreement so it is clear what master provisions apply.
It is important to make sure that the Statement of Work clearly references the title/name and date of the master agreement so it is clear what master provisions apply to the Statement of Work.
A "Deadline" is a requirement that the services, goods or deliverables required under the Agreement must be provided within a definite time frame.
A "Deadline" is a requirement that the services, goods or deliverables required under the Agreement must be provided within a definite time frame. "Assumptions" refers to certain requirements the customer must meet so that the vendor can calculate how much work is involved, when the work can be completed, and how much the fee should be.
"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.
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.
"Affiliates" means a party's parent, subsidiary, or related business associations that, in future purchases, could receive the same pricing under this contract, and "Most Favored Customer Status" means that a customer is receiving a deal from a vendor which is just as good or better than any other deal the vendor has with any other customer, and "Assumptions" means requirements a customer must meet or the vendor will have to perform extra work and as a result will need to increase the fees.
A vendor may offer a discount off the invoice if the invoice is paid early so the vendor has its money sooner.
Expenses incurred by a vendor are sometimes reimbursed by a customer, and this cost is over and above the fees under the Agreement.
"Intellectual Property" means the nontangible goods provided by one party to the other, such as a report, software code, a process, a design, a work of authorship, an invention, a product or service name, or a secret with commercial value. In this case, an assignment means that a party assigns ownership of all rights in the intellectual property to the other party, while a license means that a party has a right to use the intellectual property but does not own it.
"Intellectual Property" means the nontangible goods provided by one party to the other, such as a report, software code, a process, a design, a work of authorship, an invention, a product or service name, or a secret with commercial value. In this case, an assignment means that a party assigns ownership of all rights in the intellectual property to the other party, while a license means that a party has a right to use the intellectual property but does not own it.
