[CONTRACT] Web Design Services Agreement - LiftedWP x OceanAthletics
Prepared For: (referred to in the following section as "Client" or "The Client" or "You" or "Company")
Created By: (referred to in the following section as "LiftedWP" or "Consultant" )
Junior Teudjio Mbativou
Director & Founder of:
At LiftedWP, we pride ourselves on doing our best to meet defined goals and fulfill your design/development-related needs, but it is necessary to ensure that a few simple things are outlined on paper should any unforeseen questions or issues arise. In this contract, you wonʼt find complicated legal terms or large passages of confusing text. We wish to maintain clarity and want you to know exactly what you are signing.
In providing services to Company, the Consultant shall be acting as an independent contractor and not as an employee or agent of the Company. Consultant shall have no authority, express or implied, to commit or obligate Company in any manner whatsoever.
This Agreement is effective as soon as and only when it has been signed and the corresponding invoice has been paid (or the first invoice has been paid in the case of a monthly recurring service or payment by instalments)
The client shall be the owner of all right, title, and interest in any intellectual property in the Website and the Services shall be deemed a Work Made For Hire in accordance with the Copyright Act, as amended from time to time. LiftedWP acknowledges and agrees that the Website will contain valuable proprietary rights and disclaims all rights in such rights. LiftedWP hereby assigns to the client without further compensation all of its right, title, and interest in the Website and any and all related intellectual property rights thereto.
WHAT DO BOTH PARTIES AGREE TO DO?
As our client, you have the power to enter into this contract on behalf of your company or organization. You agree to provide us with everything necessary to complete the project including logo, text, images, link(s) to social media, hosting credentials, and any other information we request as we need it, and in the format we require. We wish to avoid any delays. Deadlines work both ways and you as well will be bound by any dates/timelines that we set forth. You also agree to adhere to the payment schedule outlined in this agreement. We have the experience and ability to perform the requested services and will carry out our work in a professional and timely manner. We cannot be held responsible for a missed website launch date or a deadline if youʼve not provided all content and/or revisions on time.
STATEMENT OF WORK
This section reiterates briefly the scope and type of duties already outlined in the proposal and defined in great detail in the brief both attached to the email sent alongside this agreement and could be summarised as follows:
FEES AND EXPENSES
It is entirely the responsibility of the client to provide at his own expenses the following to LiftedWP unless explicitly stated otherwise:
The client agrees to pay for this project in 3 separate instalments as follows:
CONFIDENTIAL INFORMATION/NON DISCLOSURE
During the course of such Services, Consultant may be exposed to confidential and proprietary information including but not limited to products, processes, technologies, innovative concepts, customer information, processing capabilities, and information which may be of a personal nature and other valuable personal identity information designated as confidential expressly or by the circumstances in which it is provided (collectively “Confidential Information”). Confidential Information does not include (i) information already known or independently developed by the recipient; (ii) information in the public domain through no wrongful act of the recipient, or (iii) information received by the recipient from a third party who was free to disclose it; (iv) information disclosed to a third party by the owner without restriction.
It is agreed that Confidential Information shall not be revealed or disclosed to any third party at any time, except as may be authorized in writing by an officer or authorized representative of the party that is the proprietary owner of the Confidential Information, or when such disclosure is required by law, subject to the receiving Party giving prior notice to Company to allow it to seek protective or other court orders. Each party receiving Confidential Information hereby agrees that it shall not use, commercialize or disclose such Confidential Information to any person or entity, except to the individuals having a “need to know” (and who are themselves bound by similar nondisclosure restrictions).
In the event that the Receiving Party or its Agents become legally compelled to disclose any of the Confidential Information, the Receiving Party shall use its best efforts to promptly notify Company and provide reasonable cooperation to Company in connection with its efforts to lawfully avoid or limit disclosure and preserve the confidentiality of the Confidential Information in such circumstances.
Both parties acknowledge and agree that the unauthorized disclosure of the Company’s Confidential Information could cause harm and significant injury to the Company, which may be difficult to ascertain. The company makes no warranty or representation as to the accuracy or completeness of any information provided to the Receiving Party hereunder; provided that neither party shall knowingly provide any false or misleading information to the other. Upon termination of this Agreement or at the request of Company, the Receiving Party shall immediately return all Confidential Information and copies thereof, or if directed by Company, shall immediately destroy all copies of such, and shall furnish proof of their destruction to Company.
Protection of Trade Secrets. Without the prior written consent of Company, Consultant shall not directly or indirectly disclose or use at any time, either during or subsequent to Consultant’s consulting arrangement with Company, any trade secrets, know-how, or any other secret or confidential information, knowledge or data of Company (“Confidential Information”). Such Confidential Information shall include, but not be limited to, customer and supplier lists, product designs, engineering drawings, and computer programs. Upon termination of this Agreement, or any time prior thereto upon request of Company, Consultant shall promptly return all property and all Confidential Information which is in Consultant’s possession or under Consultant’s control, including all materials which incorporate such Confidential Information.
Either party then may terminate this agreement by providing 14 days advance written notice, which notice shall not be provided until at least 14 days subsequent to the execution date of this agreement.
Notwithstanding any contrary provision contained elsewhere in this Agreement, this Agreement and the rights and obligations hereunder may be terminated:
Upon such termination, LiftedWP will provide an invoice to the client outlining all costs incurred to the point of such notice. Such costs shall be due and payable upon termination. LiftedWP may withhold any deliverables pursuant to the Services until such payment is made in full.
WARRANTY OF SERVICES
Consultant agrees that services shall be performed hereunder in a professional and workmanlike manner and that the Intellectual Property and products Consultant provides to Company shall meet the requirements set forth on the attached Statement of Work. Consultant further warrants that Consultant has all rights to enter into this Agreement and that there are no impediments to Consultant’s execution of this Agreement or Consultant’s performance of services hereunder.
The client may request that changes be made to the specifications outlined in the final brief. If the client requests such a change, LiftedWP will use its best efforts to implement the requested change at no additional expense to the client and without delaying delivery of the Website. In the event that the proposed change will, in the sole discretion of LiftedWP, require a delay in the delivery of the Website or would result in additional expense to LiftedWP, then LiftedWP may request the client to withdraw the proposed change or suggest delivering the Website with the proposed changed and subject to delay and/or additional expense.
LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL LOSSES OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST RECORDS OR DATA, LOST SAVINGS, LOSS OF USE OF FACILITY, OR EQUIPMENT, LOSS BY REASON OF FACILITY SHUT-DOWN OR NON-OPERATIONS OF INCREASED EXPENSE OF OPERATIONS, OR OTHER COSTS, CHARGES, PENALTIES, OR LIQUIDATED DAMAGES, REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS COULD HAVE BEEN REASONABLY FORESEEN. THE PARTY'S LIABILITY FOR DAMAGES HEREUNDER AND UNDER ANY SERVICE WORK ORDER, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL AMOUNT PAYABLE TO THE CONSULTANT UNDER THIS AGREEMENT.
This Agreement shall be construed and enforced in accordance with the laws of England in the United Kingdom, without reference to that body of law governing conflicts of law.
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Signed by Junior Teudjio Mbativou
Signed On: February 11, 2022
If you have questions about the contents of this document, you can email the document owner.
Document Name: [CONTRACT] Web Design Services Agreement - LiftedWP x OceanAthletics
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