This contract (the "Agreement") provides details for the services (the "Services") by Acme LLC (the "Developer") for Client (the "Client" and together with Developer, the "Parties"), effective on the date of signing this Agreement.
As a condition of the Client hiring the Developer and other valuable considerations, the Parties to this Agreement agree as follows:
1. Services & Payment.
1.1 Services. The Client is hiring the Developer to perform the following: provide comprehensive assistance and expertise in all aspects of the project's planning and development
1.2 Schedule. The Developer will provide their Services to the Client until ["the completion of the work" or END DATE]. The Developer may be required to extend the previously established completion date to ensure they can provide the Services to the Client.
1.3 Payment. The Client will pay the Developer a total fee of [PAYMENT RATE] (USD). Of this, the Client will pay the Developer a non-refundable retainer fee of [DEPOSIT AMOUNT] (USD). The Client will also pay any applicable taxes, other than the Developer's income tax.
1.4 Expenses. The Developer may require payment from the Client for any agreed-upon, non-cancellable expenses or deposits. Expenses must be confirmed by the Client in advance if additional payment is required.
1.5 Invoices. The Developer will invoice the Client for the non-refundable retainer fee after both parties sign this Agreement. The remaining amount owed will be invoiced at the completion of the project.
1.6 Late Payment. The Client agrees to pay the amount owed after receiving the invoice. Payment after the invoice due date will incur a late fee of [LATE FEE PERCENT]% per month on the outstanding amount.
2. Ownership & Licenses.
2.1 Client Owns All Work Product. As part of this job, the Developer is creating "work product" for the Client. The Developer hereby gives the Client this work product once the Client pays for it in full and the Services have been provided. This means the Developer is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Developer also waives its moral right to the integrity of the work product. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
2.2 Developer's Use Of Work Product. Once the Developer gives the work product to the Client, the Developer does not have any rights to it, except those that the Client explicitly gives the Developer here. The Client gives permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Agreement ends.
2.3 Credit For The Work Product. The Client is under no obligation to give credit to the Developer each time it publishes the work product.
3. Representations.
3.1 Overview. This section contains important promises between the parties.
3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Agreement and to perform all of its obligations under this Agreement.
3.3 Developer Will Comply With Laws. The Developer promises that the manner it does this job, its work product, and any background IP it uses comply with applicable laws and regulations.
3.4 Work Product Does Not Infringe. The Developer promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Developer has the right to let the Client use the background IP, and that this Agreement does not and will not violate any contract that the Developer has entered into or will enter into with someone else.
3.5 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Developer if the Developer has questions regarding their Services, and to provide timely feedback and decisions.
3.6 Client-Supplied Material Does Not Infringe. If the Client provides the Developer with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.
3.7 Disclaimer. The Developer disclaims all implied warranties, representations and conditions, including those that may be implied by statute, a course of dealing or a usage of trade. The only warranties, representations and conditions that the Developer makes are those that are expressly set out in this Section "Representations".
4. Change of Services.
In the event there are changes to the required Services beyond the agreed-upon work, the Developer reserves the right to require additional payment or change fees. They may terminate this Agreement at their own discretion if they are unable to provide Services due to these changes.
Any changes to the Services must be approved by the Developer. If the Client requires changes that the Developer is unable to provide, the Client may not be entitled to any non-refundable fees.
5. Term & Termination.
5.1 Termination Notice. Either party may end this Agreement for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Agreement and that the Agreement will end immediately. The party that is ending the Agreement must provide notice by taking the steps explained in Section "Notices". The Developer must immediately stop working as soon as it receives this notice, unless agreed otherwise.
5.2 Client Cancellation. In the event of cancellation by the Client, the retainer paid is non-refundable due to the Developer reserving their dates on behalf of the Client. The Client will pay the Developer for the work done up until when the Agreement ends and will reimburse the Developer for any agreed-upon, non-cancellable expenses.
5.3 Developer Cancellation. In the event of cancellation by the Developer outside of the conditions outlined in Section "Services & Scope Changes", the Developer will refund the Client any payments minus any agreed-upon, non-cancellable expenses previously paid to provide their Services.
5.4 Effective Term. The following sections don't end even after the Agreement ends: Ownership & Licenses; Representations; Limitation of Liability; Indemnity; and General.
6. Independent Agreement.
The Client is hiring the Developer as an independent contractor. The following statements accurately reflect their relationship:
- The Developer will use its own equipment, tools, and material to do the work.
- The Client will not control how the job is performed on a day-to-day basis. Rather, the Developer is responsible for determining when, where, and how it will carry out the work.
- The Client will not provide the Developer with any training.
- The Client and the Developer do not have a partnership or employer-employee relationship.
- Neither the Developer nor the Client can enter into contracts, make promises, or act on behalf of the other.
- The Developer is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
- The Developer is responsible for its own income taxes.
- The Client will not withhold income tax or make payments for unemployment insurance or workers compensation for the Developer or any of the Developer's employees or subcontractors.
7. Limitation of Liability.
Neither party is liable for the other party's lost profits, lost savings or lost business, or for other for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this contract. Except where a party indemnifies the other as described in Section "Indemnity", neither party will be liable to the other, for breach of contract, negligence or otherwise, in an amount that is more than the Client is obligated to pay the Developer under this contract.
8. Indemnity.
8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Developer or both. For example, if the Client gets sued for something that the Developer did, then the Developer may promise to come to the Client's defense or to reimburse the Client for any losses.
8.2 Client Indemnity. In this Agreement, the Developer agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim that the work product or background IP infringes the third party's intellectual property rights.
8.3 Developer Indemnity. In this Agreement, the Client agrees to indemnify the Developer (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding that any material provided by the Client to incorporate into the work product infringes the third party's intellectual property rights.
9. General.
9.1 Assignment. This Agreement applies only to the Client and the Developer. The Developer cannot assign its rights or delegate its obligations under this Agreement to a third-party without first receiving the Client's written permission. In contrast, the Client may assign its rights and delegate its obligations under this Agreement without the Developer's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Agreement.
9.2 Modification; Waiver. To change anything in this Agreement, the Client and the Developer must agree to that change in writing. Neither party can waive its rights under this Agreement or release the other party from its obligations under this Agreement, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
9.3 Notices.
- Over the course of this Agreement, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested).
- The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon successfully sending to the email address used in previous correspondence; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
9.4 Severability. This section deals with what happens if a portion of the Agreement is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Agreement is changed or disregarded because it is unenforceable, the rest of the Agreement is still enforceable.
9.5 Signatures. The Client and the Developer may sign this document using electronic signature software such as Bonsai. These electronic signatures count as originals for all purposes.
9.6 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of the United States of America.
9.7 Entire Agreement. This Agreement represents the parties' final and complete understanding of this job and the subject matter discussed in this Agreement. This Agreement supersedes all other contracts (both written and oral) between the parties.
THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.
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