B2B Contract Template for Developers

Elen Muradian

Last updated on December 16, 2024 | 10 min read

Recruitment

A B2B (business-to-business) contract is a vital tool for ensuring clear communication, accountability, and mutual understanding between two professional parties. Unlike casual agreements, this formal document outlines the specific terms of a business relationship, including the scope of work, compensation, confidentiality, and intellectual property rights. By using a well-structured B2B contract, both parties can protect their interests, minimize risks, and avoid potential disputes.

This particular template is designed for developers and companies working together on specialized projects. Whether you’re hiring an independent contractor or entering a long-term partnership, this agreement ensures that all critical aspects—such as deliverables, payment terms, and dispute resolution—are clearly defined. Tailored for professional use, it helps establish trust and sets the foundation for a productive collaboration.

Effective Date: [Date]

Parties:

[Company Name], a corporation duly organized and existing under the laws of [City], [Country],
with its principal office located at [Address] (hereinafter referred to as “the Company”).

[Consultant’s Name], an expert residing at [Address] (hereinafter referred to as “the Consultant”).

For the purposes of this Agreement, both the Vendor and the Client may be hereinafter jointly referred to as “Parties” as well as each of them separately may be individually referred to as a “Party”.

Recitals:

WHEREAS, the Consultant acknowledges that during the course of engagement with the Company, they may gain access to confidential information, trade secrets, and business relationships critical to the Company’s competitive position;

AND WHEREAS, the Company seeks to protect its legitimate business interests and ensure that its competitive advantage, clients, employees, and partners are not adversely impacted;

To this end, the Consultant agrees that, during the term of this engagement and for a period of [defined period] following its termination, they shall not engage, directly or indirectly, with any competitor of the Company in any capacity involving services similar to those provided under this Agreement. Additionally, the Consultant agrees not to solicit, recruit, or engage with the Company’s clients, employees, or partners with whom they had direct or indirect interaction during the engagement for the same defined period following termination.

WHEREAS, the Consultant has acquired specialized skills and expertise in [field/area of expertise], which are of substantial interest to the Company for its operations; AND WHEREAS, the Consultant agrees to engage with the Company as an independent contractor, committed to delivering consulting services as specified within this Agreement;

NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and conditions hereinafter set forth, the Parties hereto agree as follows:

§1. Consulting Services

1.1 The Consultant agrees to provide the Company with consulting services related to [description of services] hereinafter referred to as “the Services”) during the term of this Agreement.
1.2 The Consultant shall provide the Services professionally and timely, exercising reasonable care and skill and following the highest industry standards.
1.3 The Consultant shall comply with all reasonable instructions and directives from the Company concerning the performance of the Service.

§2. Term and Termination
2.1 This Agreement shall commence on [start date] and continue until [end date] unless terminated earlier as per this Agreement.
2.2 Either party may terminate this Agreement by providing [notice period] days’ written notice to the other party.
2.3 The Company may terminate this Agreement immediately by written notice if the Consultant materially breaches this Agreement and fails to remedy the breach within [number] days after written notice of such breach has been provided to the Consultant.

§3. Compensation
3.1 In return for the Services, the Company shall pay the Consultant a fee of [amount] [currency] per [time period] (hereinafter referred to as “the Consulting Fee”).
3.2 The Consultant is responsible for all income tax liabilities, national insurance contributions, and any other applicable taxes or deductions concerning the Consulting Fee.
3.3 The Consultant shall submit invoices for the Consulting Fee on a [frequency] basis, and the Company shall pay each invoice within [number] days of receipt.
3.4 The Company will reimburse pre-approved, reasonable expenses incurred by the Consultant, subject to proper documentation.

§4. Intellectual Property
4.1 All intellectual property rights, including but not limited to copyrights, patents, trademarks, and trade secrets, arising from or related to the Services provided by the Consultant under this Agreement shall be the sole and exclusive property of the Company.
4.2 The Consultant hereby assigns to the Company all rights, title, and interest in and to any intellectual property created or developed while providing the Services, including any future rights.
§5. Confidentiality
5.1 The Consultant shall maintain strict confidentiality of the Company’s confidential information, both during and after this Agreement, including but not limited to business plans, financial information, client lists, and proprietary processes and methodologies.
5.2 The Consultant shall not disclose or use the Company’s confidential information except for performing the Services, unless the Company provides prior written consent.

§6. Independent Contractor Status
6.1 The Consultant shall perform the Services as an independent contractor, and nothing in this Agreement creates an employer-employee relationship, partnership, or joint venture between the Parties.
6.2 The Consultant shall be solely responsible for paying all applicable taxes, national insurance contributions, and other deductions related to the Consulting Fee.
6.3 During the term of the agreement and for a certain period of [X months/years] following its termination, the consultant agrees not to solicit, or engage any of its employees or contractors of the company without prior written consent.
§7. Indemnification
7.1 The Consultant shall indemnify and hold harmless the Company, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or resulting from the Consultant’s performance of the Services, breach of this Agreement, or any negligent or willful misconduct by the Consultant.
7.2 Neither party shall be liable to the other party for any indirect, or incidental damages. This includes loss of profits, revenue, data, or use, even if such damages were foreseeable.However, this does not include liability that arises from willful misconduct, or breach of confidentiality
obligations.
§8. Governing Law and Jurisdiction
8.1 This Agreement shall be governed by and construed under the laws of [Country/State].
8.2 Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Country/State].
8.3 In case of any dispute arising out of the agreement, the Parties shall first attempt to resolve the dispute through negotiation or arbitration. The Parties shall meet and discuss the dispute within [X] days to resolve the conflict. In case the negotiation is not successful, they might resort to legal actions.

§9. Entire Agreement
9.1 This Agreement constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior agreements, understandings, and written and oral negotiations between the Parties.
9.2 Any amendments, modifications, or changes to the agreement must be written, agreed upon and signed by both Parties to be valid.
9.3 If any provision of the Agreement proves invalid in whole or in part, the remaining provisions shall remain in force to the fullest extent permitted by law, and the Parties undertake, at the request of either of them, to replace the invalid provisions with provisions whose legal force and effect are most similar to the provisions being replaced.

In witness of which, the Parties have executed this Agreement as of the date first written above.

[Company Name]

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Elen Muradian Copywriter and Marketer

As a versatile and accomplished writer with 3+ years of experience in digital media publishing, Elen is skilled in crafting engaging content across various subjects, styles, and media. In her previous experience, Elen worked closely with editorial teams and visual artists to bring content to life. She always seeks opportunities for personal and professional growth and is eager to contribute to the writing field.

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