Collectively, all of the above people or businesses entering this Agreement will be referred to as the “Parties.”
Client wishes to hire Designer to provide services relating to Client’s business as detailed in this Agreement. Designer has agreed to provide such services according to the terms of this Agreement.
Designer shall provide Client with the following services and/or products (“Services”):
Designer shall provide Client with the services and/or products outlined in the invoice. Client shall pay the total cost to Designer as agreed upon.
The payment is a non-refundable fee. At a minimum, Client agrees that the retainer fee fairly compensates Designer for committing to provide the Services and turning down other potential projects/clients.
The undersigned representative of Client has the authority to enter into this Agreement on behalf of Client. Client agrees to cooperate and to provide Contractor with everything needed to complete the Services as, when and in the format requested by Contractor.
Contractor has the experience and ability to do everything Contractor agreed to for Client and will do it all in a professional and timely manner. Contractor will endeavor to meet every deadline that’s set and to meet the expectation for Services to the best of its abilities.
Contractor warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation Contractor may have to others; (ii) none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Contractor); (iii) Contractor has the full right to provide Client with the assignments and rights provided for herein; (iv) Contractor shall comply with all applicable laws in the course of performing the Services and (v) if Contractor’s work requires a license, Contractor has obtained that license and the license is in full force and effect. Contractor will do everything possible to build you an amazing website, but will accept no liability for Client sales, revenue, and/or the success of Client website/business directly, indirectly, or consequentially.
Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other party. “Confidential Information” means all (i) nonpublic information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”. In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information.
Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or
agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement. The obligations of this Section shall survive termination of this Agreement for a period of 3 years.
Contractor agrees that the deliverables and materials developed pursuant to this Agreement (including, without limitation, all presentations, writings, ideas, concepts, designs, text, plans, and other materials that Contractor conceives and develops pursuant to this Agreement, including all materials incorporated therein whether such materials were conceived or created by Contractor individually or jointly, on or off the premises of Client, or during or after working time) will be developed in the WordPress account owned by Client. At no point during or after the duration of the agreement between Client and Contractor does Contractor claim any ownership of aforementioned materials. All materials shall be treated as if the development of such deliverable constitutes a “work for hire” and shall be owned by Client entirely Contractor agrees that Contractor has no interest in any materials that Contractor submits to Client, including, without limitation, any security interest therein, and hereby releases to Client any interest therein (if any) which may be created by operation of law. Contractor shall have no rights to license, sell or use the deliverables or materials developed under this Agreement, or any portion thereof.
Contractor agrees that during the period in which it is providing Services and for one year thereafter, Contractor will not encourage or solicit any employee, vendor, client or contractor of Client to leave Client for any reason.
Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between Contractor and Client. Both Parties agree that Contractor is, and at all times during this Agreement shall remain, an independent contractor.
Either Party may terminate this Agreement at any time, with or without cause, upon 7 days written notice.
Either Party also may at any time terminate the Agreement immediately if: (i) the other party commits a breach of this Agreement and such party does not cure a breach within 5 days of written notice from the non-breaching party of such breach.
If this Agreement is terminated earlier by Client without cause, Client agrees to pay Contractor any and all sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. Contractor agrees to use the best efforts to minimize such costs and expenses.
Client understands the importance of paying independent contractors in a timely manner and wants to maintain a positive working relationship with Contractor to keep the project moving forward.
In the event an invoice is not paid on time, to the maximum extent allowable by
law, Contractor will charge a late payment fee of 20.00% per month on any overdue and unpaid balance not in dispute.
Contractor’s acceptance of such service charges does not waive its rights to any remedies for Client’s breach of this Agreement. All payment obligations are non-cancelable and fees paid are non-refundable.
Contractor agrees to indemnify, defend and hold harmless Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through Contractor’s gross negligence ; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Contractor’s representations, warranties or agreements herein.
Client agrees to indemnify, defend and hold harmless Contractor from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by Client’s (i) gross negligence; (ii) out of any claim that Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Client’s representations, warranties or agreements herein.
This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of Contractor’s primary business location (the “Contractor’s Jurisdiction”), without regard to the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in the Contractor’s jurisdiction.
The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
No failure or omission by a party in the performance of any obligation under this
Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods and acts of government or governmental agencies or instrumentalities.
Unless otherwise provided herein, Client shall pay additional charges for all changes requested by Client which are outside the Scope of the Services on a time and materials basis, at Designer’s standard hourly of $60 per hour, or in an amount separately agreed upon in writing in advance of the change. Such charges shall be in addition to all other amounts payable under this Agreement despite any maximum budget, contract price or final price identified therein. Designer may extend or modify any delivery schedule or deadline as required by such Changes.