Contract

This agreement is between CLIENT NAME , hereafter referred to as “Client” and Invictus Designs , hereafter referred to as “Consultant.” This agreement is with respect to the design and development of the WEBSITE NAME website, hereinafter referred to as the “Project.” Whereas, Consultant is a professional web Consultant of good standing; Whereas, Client wishes Consultant to create certain Work described more fully herein; and Whereas, Consultant wishes to create such Work; Now, therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties hereto agree as follows.

1. Scope of Services:

1.1 Project. The Client is hiring the Contractor to do the following:

The Contractor will be designing and developing a custom website. This will include:

  • Up to ___ pages.
  • Custom web design with revisions
  • Development in WordPress
  • Page/content migration
  • Site Security
  • CMS dashboard (for edits)
  • Optimization for conversions
  • 4 hours of free support

 

The Contractor will also help integrate the following third party services:

 

Once the project is complete and the free support hours have been used up,  the Contractor will offer additional services at an hourly rate defined below. This covers:

  • Additional site changes/updates
  • Additional landing page design
  • Assistance with domain DNS settings
  • Etc.

*Any larger project updates will require a new agreement.

 

1.2 Changes to Project Scope

  • Change Request: If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Consultant a written Change Order describing the requested changes in detail. Within 7 days of receiving a Change Order, Consultant will respond with a statement proposing Consultant’s availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. The Consultant will evaluate each Change Order at its standard rate and charges.
  • Major Change: If Client requests are at or near 20% percent of the time required to produce Deliverables or the value of the Scope of Services, Consultant shall be entitled to submit a new and separate Proposal to Client for written approval. Consultant shall not begin work on the revised services until he receives a fully signed revised proposal and any additional fees.
  • Minor Change: If Client requests are not Major Changes, Client will be billed on a time and materials basis at Consultant’s hourly rate detailed in Section 3 of this agreement. Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified. The Consultant may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes.
  • Acceptance/Rejection: The client will have 7 days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Consultant will not be obligated to perform any services beyond those in the original Agreement.
2. Schedule:

2.1 Schedule. The Contractor will begin work on building the website immediately once the agreement is signed and the deposit is paid.

This is expected to take between ______ weeks to complete and the projected end date is___________.

2.2 Delays

  • Consultant Delays: Consultant shall use all reasonable efforts to meet the Work Plan and Milestones delivery schedule. Consultant may extend the due date for any Deliverable by giving written notice to Client. The total of all extensions shall not exceed two (2) days. Any delay by Consultant will not result in a day-for-day extension of the due date for Final Deliverables.
  • Client Delays: Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables.
  • General Delays: Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of the agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.
3. Payment

3.1 Fee Schedule. The Client will pay the Contractor: $$$$

  • Website Deposit:
    An initial deposit of $_______ before work begins. (50%)
  • Website Payment #2
    Second payment of $______ once the design phase of the project is finished and before Webflow development begins. (25%)
  • Final Website Payment
    Final payment of $______ once the site is completed and published to the Client’s domain. (25%)
  • Additional Hourly Rate (Optional):
    The Client will pay the Contractor an hourly rate of $125/hr for any additional service after the 4 hour support period. These additional services must be pre-approved by the client.

3.2 Additional Expenses. The Client will reimburse the Contractor’s expenses. Expenses need to be pre-approved by the Client in writing. Examples of Additional Expenses are things like additional domain names, site plugins, etc.

4. Term and Termination
  • Term: This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.
  • Termination for Cause: Either party may terminate this agreement at any time, on 14 days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that 14 day period.
  • Termination for Insolvency: Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.
  • Termination by Mutual Agreement: This agreement may be terminated by the mutual agreement of the parties.
  • Termination for Convenience: Either party may terminate this agreement at any time and for any reason with 21 days prior written notice to the other party. If Client terminates the Agreement under this section, Consultant shall, at Clients reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.
  • Termination Fees: In the event of termination, Client shall pay Consultant for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.
4. Term and Termination
  • Term: This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.
  • Termination for Cause: Either party may terminate this agreement at any time, on 14 days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that 14 day period.
  • Termination for Insolvency: Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.
  • Termination by Mutual Agreement: This agreement may be terminated by the mutual agreement of the parties.
  • Termination for Convenience: Either party may terminate this agreement at any time and for any reason with 21 days prior written notice to the other party. If Client terminates the Agreement under this section, Consultant shall, at Clients reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.
  • Termination Fees: In the event of termination, Client shall pay Consultant for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.
5. Responsibility

The Contractors will use the content provided by the Client. If the Client provides the Contractor with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights. Once the website is completed and delivered, the Contractor is not responsible for any images or content that are found on the website that may have been illegally acquired and put there by the Client. (For example, if the Client illegally takes photos that are not meant for commercial use and are sued, the Contractor is not responsible and carries no risk.)

6. Representations

6.1 Overview. This section contains important promises between the parties.

6.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

6.3 Contractor Has Right To Give Client Work Product. The Contractor promises that it owns the work product, that the Contractor is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Contractor uses employees or subcontractors, the Contractor also promises that these employees and subcontractors have signed contracts with the Contractor giving the Contractor any rights that the employees or subcontractors have related to the Contractor’s background IP and work product.

6.4 Contractor Will Comply With Laws. The Contractor promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

6.5 Work Product Does Not Infringe. The Contractor promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Contractor has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Contractor has entered into or will enter into with someone else.

6.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Contractor if the Contractor has questions regarding this project, and to provide timely feedback and decisions.

7. Confidential Information

7.1 Overview. This Contract imposes special restrictions on how the Client and the Contractor must handle confidential information. These obligations are explained in this section.

7.2 The Client’s Confidential Information. While working for the Client, the Contractor may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Contractor promises to treat this information as if it is the Contractor’s own confidential information. The Contractor may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Contractor use a customer list to send out a newsletter, the Contractor cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Contractor written permission to use the information for another purpose, the Contractor may use the information for that purpose, as well.

When this Contract ends, the Contractor must give back or destroy all confidential information. The Contractor promises that it will not share confidential information with a third party, unless the Client gives the Contractor written permission first. The Contractor must continue to follow these obligations, even after the Contract ends. The Contractor’s responsibilities only stop if the Contractor can show any of the following: (i) that the information was already public when the Contractor came across it; (ii) the information became public after the Contractor came across it, but not because of anything the Contractor did or didn’t do; (iii) the Contractor already knew the information when the Contractor came across it and the Contractor didn’t have any obligation to keep it secret; (iv) a third party provided the Contractor with the information without requiring that the Contractor keep it a secret; or (v) the Contractor created the information on its own, without using anything belonging to the Client.

7.3 Third-Party Confidential Information. It’s possible the Client and the Contractor each have access to confidential information that belongs to third parties. The Client and the Contractor each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Contractor is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

8. Relationship of the Parties

8.1 Independent Contractor: Consultant is an independent contractor. Consultant shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Consultant and the work product or Deliverables prepared by Consultant shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.

8.2 Design Agents: Consultant shall be allowed to use third party’s as independent contractors in connection with the Services (“Design Agents”). Consultant shall remain fully responsible for Design Agents’ compliance with this Agreement.

8.3 Exclusivity: This Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by Consultant, and Consultant shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Consultant.

9. Rights to Final Work

9.1 License: The Consultant grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. The Client may not change, create derivative works or extract portions of the Final Deliverables. After full payment, the Consultant hereby assigns all right, title and interest in the work completed under Agreement to Client.

9.2 Liquidation for unlicensed use: Additional use of any Deliverables by Client outside the scope of the license granted above requires additional fees. Consultant shall be entitled to further compensation equal to 100% percent of the total original Project fee unless otherwise agreed in writing by both parties. In the event of non-payment, Consultant shall be entitled to pursue all remedies under law and equity.

10. Rights to Deliverables Other then Final Art

10.1 Client Content: Client Content is the exclusive property of the Client. Client grants Consultant a non-exclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Consultant’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.

10.2 Preliminary Works: Consultant retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Consultant within thirty 30 days of completion of the Services.

10.3 Consultant Tools: All Consultant Tools are and shall remain the exclusive property of the Consultant. Consultant grants Client a non-exclusive, nontransferable, perpetual, worldwide license to use the Consultant Tools solely to the extent necessary with the Final Deliverables for the Project.

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