|
DESIGN
SERVICE AGREEMENT:
As a minor formality, Futuresweb.com,
Inc. conducts all Web Design, Development, and Positioning Service under
the below agreement. Prior to the beginning of our work on any project
a written and dated copy of this agreement will be provided for Client's
review and signature.
A
Down payment equaling 50% of the quoted or packaged project will
be due from client at signing of agreement.
1.1 Project
Services; Programming and Materials. Company agrees to perform the work
or services as specified in Exhibit A, Statement of Work (the "Work").
At Clients request Company will report to Client on the Status of the
Work. Client, on reasonable advanced notice, may inspect the Work and
receive a copy of it.
1.2 Conduct of Services; Company shall
use it's best effort to complete the Work outlined in Exhibit A, and
with a level of skill commensurate with the requirements of this Agreement.
1.3 Acceptance of Results; Client will
inform Company in writing the same day of receiving the Work, or milestone
deliverables of the Work, whether Client accepts or rejects the final
Work.
1.4 Additional Services; When required
by Client, the parties shall in good faith negotiate Supplemental Statements
of Work ("Supplements"), each of which upon signing, shall
be deemed a part of this Agreement.
1.5 Method of Delivery; Unless otherwise
specified by Client, the method of delivery for completed works, under
this agreement, shall be made through it's upload to the hosting web
server. Whereby making the completed project available to all who visit
Clients Internet domain. Should Client desire, with reasonable advanced
notice, obtain a "digital copy" provided on floppy or "Zip"
format, the cost of media shall be born solely on Client.
2.1 Method
of Performing Services; Company Shall have the right to determine the
method, details, and means of performing the work to be done for Client.
Client shall have no right to, and shall not, control the manner or
determine the method of accomplishing Company's services. Company may,
however, require Client's personnel at all times to observe security
and safety policies of Company. In addition, Client shall be entitled
to exercise broad general power of supervision and control over the
results of Work performed by Company or Company's personnel to ensure
satisfactory performance, including the right to stop work, the right
to make suggestions or recommendations as to details of the work, and
the right to propose modifications to the work.
2.2 Reporting; At Client's request, Company
will report to Client on the status of the Work. Unless otherwise specified
by Client, all works will be made available to Client via Companies
website.
3.1 Fees;
Compensation for all Work shall be specified in Exhibit A or in the
case of Supplemental Work in executed Supplements.
3.2 Payment Terms; As applied to "New
Client Projects", unless otherwise noted in Exhibit A, statement
of work. Client is required to pay a down payment of 50% of total cost,
prior to start of project. In the case of complete web site design,
Client will be required to pay a second payment, equaling 25% of the
remaining balance, upon the satisfactory completion of a Site Template.
Client further understands, that the remaining balance will be due within
5 days of Project Completion.
Site Template is defined as: As a working design,
which all web site content is placed within. Which serves as the core
backbone of the developing web site. The full graphical interface of
the client's web site.
4.1
State and Federal Taxes. As Company is not an employee of Client, Client
shall not take any action or provide Company with any benefits or commitments
inconsistent with Company being an independent contractor. In particular:
- 1. Client
will not withhold FICA (Social Security) from Company's payments.
- 2. Client
will not make state or federal unemployment insurance contributions
on behalf of Company or its personnel.
- 3. Client
will not withhold state and federal income tax from payments to Company.
- 4. Client
will not make disability insurance contributions on behalf of Company.
- 5. Client
will not obtain workers' compensation insurance on behalf of Company
or its personnel.
5.1 Term;
The term of this Agreement shall commence on the date set forth in a
written agreement, signed by Client and Company and shall continue through
the period specified by both Client and Company.
5.2 Termination; Company and Client may
terminate this Agreement at any time, for any reason, with or without
cause, by giving Client or Company written notice of termination. Termination
will be effective within forty-eight hours of receipt of notice. If
Client terminates for convenience, it will pay Company either for hours
worked up to the date of termination, or in the case of a flat fee,
for all accepted milestones and a prorated amount for partially completed
deliverables. Company will submit invoices to Client for payment of
all outstanding amounts and Client will pay all undisputed amounts within
five (5) days of receipt of the invoices.
5.3 Termination
for Rejection of Work; If any deliverable is rejected by Client or is
not delivered by its due date, the Client may terminate this Agreement
immediately by giving written notice to Company. Client will not owe
any amount for deliverables which have not been accepted.
5.4 Termination for Material Breach; Either
party has the right to terminate this Agreement if the other party breaches,
or is in default of any obligation hereunder, which default is incapable
of cure, or which, being capable of cure, has not been cured within
fifteen (15) business days after receipt of written notice from the
non-defaulting party, or within such additional cure period as the non-defaulting
party may authorize.
5.5 Remaining Payments; Within three (3)
days of termination of this Agreement for any reason, Company shall
submit to Client an itemized invoice for any fees or expenses accrued
under this Agreement. Client, upon payment of accrued amounts so invoiced,
shall thereafter have no further liability or obligation to Company
whatsoever for any further fees or expenses arising hereunder.
5.6 Survival of Termination; Notwithstanding
any termination of the terms of this Agreement, the rights and licenses
granted under Section 6 and the Trade Secret and Proprietary Protection
of Section 7 hereof shall continue in effect in accordance with their
terms and the Confidentiality of Section 8.
6.1 Ownership;
As between Company and Client, except as set forth below in this Section
6, all right, title, and interest, including copyright interests and
any other intellectual property, in and to the Work, or any deliverables
created by the Work, including but not limited to any other programs,
systems, data, or materials produced or provided by Company, alone or
in combination with Client and/or its employees, under this Agreement
shall become the property of Client upon receipt of final payment for
services, as deemed in EXHIBIT A.
6.2 Company Data; All right, title, and
interest in and to any data relating to Company's business are and shall
remain the property of Company, whether or not supplied to Client.
7.1 Trade
Secrets; As used herein, the term "Trade Secret (s)" shall
include, but not limited to, Company information encompassed in all
patents, patent applications, copyrights, computer software, web documents,
source codes, documentation and operating manuals for such software
or source codes, scientific or technical data, information, design process,
procedure, formula, or improvement that is commercially valuable to
Company know-how, plans, proposals, marketing and sales plans, Company
lists, Company files, financial information, costs, pricing information,
risk analysis, information regarding Company prospects and dealers or
distributors, and all concepts or ideas in or reasonably related to
the business of Company (whether or not conceived by Client or employees
or agents of the Company) and not generally in the industry.
8.1 Warranties
of Work:
8.1.1 Company warrants and represents that
it will perform the Work with due diligence and in full compliance with
the terms and conditions of this Agreement and the highest professional
standards of one skilled in Company's industry.
8.1.2 With respect to all subject matter,
including ideas, inventions, creations, works, processes, designs and
methods, that Company will disclose, use, or authorized by Client to
use, in its performance of the Work or the granting of any rights under
this Agreement, Company warrants and represents that it has the right
to make such disclosures, use and grant without liability to others.
Company further warrants that: (1) it is able to perform the Work and
that it does have an understanding or agreement with anyone else to
perform such Work; (2) the Work, the software, if any, and all other
services, information, or materials it provides will not in any way
be derived from the confidential or proprietary information of any party
other than Company or Client unless specifically authorized in writing
by such third party source, (3) the Work or software, if any, do not
and will not infringe any Intellectual Property Rights of others, unless
given permission from third party; and (4) Company has full power to
enter into this Agreement, to carry out its obligations under this Agreement.
9.1 Governing
Law; This Agreement shall be governed and construed in all respects
in accordance with the laws of the State of Illinois as they apply to
a contract entered into and performed in the State.
9.2 Independent Contractors; The parties
are and shall be independent contractors to one another, and nothing
shall be deemed to cause this Agreement to create an agency, partnership,
or joint venture between the parties. Nothing in this Agreement shall
be interpreted or construed as creating or establishing the relationship
of employer and employee between Company and either Client or any employee
or agent of Client.
9.3 Notices; All notices required or permitted
hereunder shall be given in writing addressed to the respective parties
as set forth herein, unless another address shall have been designated,
and shall be delivered by hand or by registration or certified mail,
postage prepaid.
9.4 Entire Agreement; This Agreement constitutes
the entire agreement of the parties hereto and supersedes all representations,
proposals, discussions, and communications, whether oral or in writing.
This Agreement may be modified only in writing and shall be enforceable
in accordance with its terms when signed by the party sought to be bound.
9.5 Parties in Interest; This Agreement
is enforceable only by Client and Company. The terms of this Agreement
are not a contract or assurance regarding compensation, continued employment,
or benefit of any kind to any personnel assigned to Company's work,
or any beneficiary of any such personnel, and no such personnel (or
any beneficiary thereof) shall be a third-party beneficiary under or
pursuant to the terms of this Agreement.
9.6 Arbitration and Mediation; The parties
agree that they shall endeavor to settle any dispute that arises under
this Agreement by Mediation., the parties agree to conduct the Mediation
in Lake County with the third party referred by the Lake County Bar
Association under its rules for Mediation. The cost of the mediation
shall be born equally by the parties.
Any controversy or claim arising out
of or relating to this Agreement, or the breach thereof that has failed
to settle mediation above, shall be settled by arbitration in Lake County,
Illinois, administered by the American Arbitration Association in accordance
with its Commercial Arbitration Rules, and judgment on the award rendered
by the arbitrator may be entered in any court having jurisdiction thereof.
The arbitrator may award monetary damages, punitive damages, injunctive
relief, recession, restitution, costs and attorney's fees. The arbitration
award shall be final and binding regardless of whether one of the parties
fails or refuses to participate in the arbitration. The arbitrator shall
not have the power to amend this Agreement in any respect.
9.7 Attorney's Fees; In the event of any
dispute with respect to this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees incurred in resolving such dispute.
As per this agreement, Company will
develop/design and provide support for such design of Client(s) web
site.
The below listed services might be/are included:
Web Development:
Graphic Design and Implementation
Page Assembly and Coding (javascript and interactivity)
HTML/HTM/DHTML Page Construction (standard web
document formatting)
CGI/PERL Development (Does Not Include Custom
Programming)*
Client further understands that it is the sole responsibility of Client
to provide the content (text/copy) for their website. Company will be
solely responsible for the layout and presentation of the provided content
(text/copy) within the assembled website.
Support and Maintenance:
Company provides minor updates and changes to developed web sites with
or without additional cost, for a period commensurate to the purchased
package, from completion of said web site.
Search Engine Positioning and Analysis:
Upon completion of fore said web site(s), Company will perform such
work as positioning and analysis of Clients web site on the below listed
search engines/directories, for a period, commensurate to the purchased
package.
Engines/Directories Included:
Infoseek, Altavista Digital, Hotbot, Excite, AOL Netfind, Lycos, WebCrawler,
What-U-Seek, Snap, Yahoo, Northern Light, Magellan, and more.
Client further understands that this list is subject to change without
warning or notice, and that whenever possible, Company will advise Client
of such changes in advance.
Client Further Understands that a downpayment of 50% is required, at
signing of written agreement.
Notes:
Client is entitled to status reports of work in progress, as per this
Agreement. Client understands there are no limitations to the number
of pages created as per this agreement.
With regards to search engine positioning services, though Futuresweb.com,
Inc. makes every effort to achieve top 30 placement for it's clients,
we do not warrant of make any form of guarantee that such placement
will or can be achieved.
CGI/Perl Programs limited to "setup" only of the following
programs: Hit Counter, Form Processing, and Shopping Cart w/Catalog.
Unless otherwise noted as "Additional Element". The above
listed programs are included in Package Plan A.
"Minor" is defined by Company as: A) "small" text
or single image alterations, which do not constitute a change to the
developed Graphical User Interface of the website, and in most cases
do not involve the addition of new pages to and of the aforementioned
web site. B) Changes and alterations that take less than one (1) one
man hour to complete.
I agree to
the above.
Name: ________________________
Company name: ________________
Address: ________________________________________
Phone: ________________________
Signature: _____________________
Date:
________________
|