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This agreement is between Farmers Finest Foods, 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 www.FarmersFinestFoods.com 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 Project The Consultant agrees to design, develop, and deliver a website for the Client according to the specifications outlined in the attached project brief.

    The website will include the following features:
    The primary goal of the website will be to inform potential participants about the significance and procedures of our service. Users will have the opportunity to learn about the program, sign up, and verify their eligibility. The front-end design will need to be visually appealing and simple to navigate. It’s also important that the backend dashboard be user-friendly so updates can be made easily and quickly.

    • Up to 6 main pages
    • Custom web design with revisions
    • Development on WordPress platform
    • Basic Site Security
    • CMS dashboard (for edits)
    • Optimization for conversions
    • 4 hours of free support
  • 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, the Consultant will respond with a statement proposing the 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       TIMELINE:

  • 1 Schedule
    • Project Start Date: August 12, 2024
    • Design Mockups Due: August 19, 2024
    • Design Mockups Due:August 26, 2024
    • Final Website Delivery: September 2, 2024

  • 2 Delays

 

  • Consultant Delays:The 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 the Consultant will not result in a day-for-day extension of the due date for Final Deliverables.

 

  • Client Delays:The client shall use all reasonable efforts to provide needed information, materials, and approvals. Any delay by the 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

  • 1 Fee Schedule. The Client will pay the Consultant $2000
    • Website Deposit:
      An initial deposit of $1000before work begins. (50%)
    • Final Website Payment
      Final payment of $1000once the site is completed and published to the Client’s domain. (50%)
    • Additional Hourly Rate (Optional):
      The Client will pay the Contractor an hourly rate of $75/hr for any additional service after the 4 hour support period. Any additional services must be pre-approved by the client.

 

  • 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.

 

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

  • 1 Overview. This section contains important promises between the parties.
  • 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.
  • 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.
  • 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.
  • 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 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       INDEMNIFICATION AND LIABILITY

  • 1 By Client:Client shall indemnify Consultant from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Consultant shall promptly notify Client in writing of any third-party claim or suit. Client shall have the right to fully control the defense and any settlement of such claim or suit.
  • 2 By Developer:In the case of a third-party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Consultant may at its own expense, replace any infringing content with non-infringing content.
  • 3 Limitation of Liability:THE SERVICES AND THE WORK PRODUCT OF CONSULTANT ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF THE CONSULTANT, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“CONSULTANT PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND THE CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF CONSULTANT. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY CONSULTANT, EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
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