Time and Materials Contract Template

This time and materials contract (hereinafter referred to as the "Contract") is entered into and shall be effective this [Document.CreatedDate] ("Effective Date") by and between [Client.FirstName][Client.LastName] ("Client") residing at [Client.StreetAddress], [Client.City], [Client.State][Client.PostalCode] and [Sender.FirstName][Sender.LastName] ("Contractor") with principal office at [Sender.StreetAddress], [Sender.City], [Sender.State][Sender.PostalCode].

The Client and Contractor are collectively referred to as the "Parties" and individually as "Party" throughout this Contract. 

The Parties agree that the Contractor will complete the project described as: ______________________________________________________________________("Project"), and furnish all materials, supplies, services, labor, tools, transportation, equipment, and parts for said work in accordance with this Contract. (Include a clear, detailed description of what the project entails.)

Terms and Conditions

1. Relationship of Parties

The Contractor, in the fulfillment of this Contract, shall act in the capacity of an independent contractor and not as an agent, employee, or partner, of the Client.

2. Contractor's Duties

The Contractor agrees to provide the time and materials required to complete the Project as defined in this Contract:

Subcontractors. Any subcontractor used by the Contractor in connection with the Contractor's work under this Contract shall be limited to individuals or firms that are specifically identified by the Contractor and agreed to by the Client. The Contractor shall obtain the Client's written consent before making any changes with regard to the previously approved subcontractors.

3. Completion Schedule

This Contract shall be effective as of the Effective Date herein and shall continue until Project completion or for (period of time) unless terminated early or an extension is mutually agreed upon between the Parties with written consent. The Contractor shall execute the Project in accordance with a detailed schedule mutually agreed upon by the Parties.

(Layout a schedule for the project with key milestones to be hit along the way)

4. Materials Supply and Delivery

4.1 Quality of Materials. The Contractor shall inspect all materials used for the Project to ensure they are of acceptable quality. If a quality issue occurs as a result of improper or lack of inspection, the Contractor will be responsible for any damages that occur and the expense of replacing said materials with appropriate substitutes.  

4.2 Delivery of materials. The Contract may deliver materials in installments if the Parties agree to do so in the Contract, in which case materials should be invoiced and paid for separately. The Contract shall provide that each material delivery is accompanied by a delivery note showing the quantity and type of materials included.  

5. Timeliness

This Contract shall begin on the day specified and shall continue until the Project is completed or upon the set due date. Any delays incurred by the Contractor that are found to be unreasonable shall be determined a breach of this Contract. The Company shall impose a fine of up to $(number) for such a delay.

6. Representation and Warranties

• The Contractor represents they have the expertise, knowledge, and experience needed to provide the labor and materials outlined in this Contract.

• The Contractor agrees to uphold all legal requirements and laws of the state of (state of operation).

• The Contractor shall conform to all materials with regards to their description and any applicable specification, ensure defect-free material in terms of material, design, and workmanship, and ensure they are of satisfactory quality according to Contractor standards.

7. Rates & Payment

The Contractor agrees to such standard pre-determined rates set by [Client.Company]. The following rates shall apply unless otherwise mutually modified by both parties:

All invoices shall be sent to [Client.FirstName][Client.LastName] or the authorized personnel identified in this Contract. The Client will make payments for services on a (weekly, biweekly, monthly, or other) basis for services performed during the previous month in accordance with this Contract. The Client will pay the Contractor, upon submission of proper invoices, the prices agreed to in the Contract for services rendered and accepted, minus any deductions provided in this Contract, within 30 days (Net 30). 

8. Security Interest

The Client shall grant to the Contractor a security interest, in all of the Client's title, right, and interest in the materials and products sold hereunder, to secure the purchase price payment and the performance of obligations, when due from the Client as per this Agreement.

9. Tax

Prices for materials are exclusive of (list applicable taxes, e.g., local, state and federal taxes). The Client agrees to pay such taxes directly or to reimburse the Contractor for all such taxes. Where applicable, said tax or taxes shall be added to the invoice as a separate charge or invoiced separately.

10. Limitation of Liability

Neither Party shall be liable to the other party or any third party for any damages resulting from any part of this Contract, such as but not limited to, loss of revenue, profit, or failure in the delivery of services.

11. Assignment

Neither Party may assign this Contract or the rights and obligations hereunder to any third party without the consent of the other Party. This consent shall be prior express written consent before the assignment and shall not be unreasonably withheld.

12. Confidentiality

All confidential information obtained by or communicated to either of the Parties in connection with this Contract's services shall be held by them in full faith. At no time shall the Parties use any confidential information obtained through this relationship, either indirectly or directly, for personal benefit. The Parties also shall not disclose or communicate confidential information to any third party. This provision shall exist after the termination of this Contract.

13. Disputes

In the event of any dispute arising out of, or in connection with, this Contract between the Parties that cannot be resolved by mutual agreement, it shall be resolved by Arbitration. The Venue of the Arbitration shall occur in (specify state). The Arbitrator's decision shall be final and binding on both Parties. 

14. Notice

Any notice required by this Contract shall be in writing and shall be delivered to the appropriate party by personal delivery or registered or certified mail with postage prepaid.

15. Severability

In the event that any provision of this Contract is voided or deemed invalid or unenforceable by a court of competent jurisdiction, in whole or in part, that part shall be severed from the remainder of this Contract, and all other provisions shall remain in full force and effect as valid and enforceable.

16. Entire Agreement

The Parties acknowledge that this Contract represents the entire Contract between both Parties. 

17. Changes and Amendments

If the Parties desire to change, add to, or modify any terms, they shall be made in writing and signed by both Parties before being attached to this Agreement.

18. Governing Law

This Contract shall be governed by and construed in full accordance with the laws of the (state). If a dispute should arise under this Contract that cannot be resolved by Arbitration, it shall be resolved by litigation in the courts of (state, region, etc.).

Acceptance

The Parties agree to the terms and conditions set forth know this Contract as demonstrated by their signatures as follows: