This AGREEMENT is made between Sprout Creatives ("Developers") and you ("Customer").
In consideration of the mutual covenants set forth in this Agreement, Customer and Developers hereby agree as follows:
Developers agree to develop the Web Site according to the terms listed on Exhibit A attached hereto.
Developers agree to develop the Web Site pursuant to the specifications set forth in Exhibit B attached hereto (the "Specifications").
Developers will use reasonable diligence in the development of the Web Site and endeavor to deliver to Customer an operational Web Site. Customer acknowledges, however, that the delivery deadline, and the other payment milestones listed in Exhibit C, are estimates, and are not required delivery dates. Developers will be retaining the source code for the entire project and providing Customer with the output formats only. The output is to be used only within the scope of the project as outlined in Exhibit B and does not included the following: Multiplying the Web site across other domains or servers, creating new Web sites based on the code, selling the code, relinquishment of copyright by Developers in any way. Customer shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Developers for use in the Web Site.
Customer shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Developers for use in the Web Site. Customer shall hold the copyright for the agreed upon version of the Web Site as delivered, and Customer's copyright notice may be displayed in the final version.
Developer retains exclusive rights to pre-existing material they use in Customer's project(s). Customer does not have right to reuse, resell or otherwise transfer material owned by Developer or third-parties. Developer's materials shall be defined as set forth in Exhibit D, attached.
For all of Developers' services under this Agreement, Customer shall compensate Developers, in cash, pursuant to the terms of Exhibit A attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, Developers have the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove content from servers owned by Developers, (3) bring legal action.
Customer and Developers acknowledge and agree that the Specifications and all other documents and information related to the development of the Web site (the "Confidential Information") will constitute valuable trade secrets of Developers. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Developers' prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the "Confidential Information" definition is anything that can be seen by the public on the Web site when each page of the Web site is first accessed.
Developers warrant the Web site will conform to the Specifications. If the Web site does not conform to the Specifications, Developers shall be responsible to correct the Web site without unreasonable delay, at Developers sole expense and without charge to Customer, to bring the Web site into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty, express or implied. Customer acknowledges that Developers do not warrant that the Web site will work on all platforms. Customer acknowledges that Developers are not responsible for the results obtained by Customer on the Web Site. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Developers.
Developers are retained as independent contractors. Developers will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Developers' behalf. Developers understand that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.
Customer agrees to make available to Developers, for Developers' use in performing the services required by this Agreement, such items of hardware and software as Customer and Developers may agree are reasonably necessary for such purpose.
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.
This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. Exclusive jurisdiction and venue shall by in the Worcester County, Maryland Superior Court.
This Agreement shall be binding upon and inure to the benefit of Customer and Developers and their respective successors and assigns, provided that Developers may not assign any of his obligations under this Agreement without Customer's prior written consent.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
Developers' may use some of their own photographs for the Web Site. Developers' maintain ownership of the photographs, and only grant Customer a non-exclusive right to use those photographs, and only on Customer's Web site.
Customer has no right to assign, sell, modify or otherwise alter the Web site, except upon the express written advance approval of Developers, which consent can be withheld for any reason.
In the event Customer fails to make any of the payments set forth within the time, Developers have the right to suspend the Web site until payment in full is paid.
Customer warrants that everything it gives Developers to put on the Web site is legally owned or licensed to Customer. Customer agrees to indemnify and hold Developers harmless from any and all claims brought by any third-party relating to any aspect of the Web site, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney's fees arising out of injury caused by Customer's products/services, material supplied by Customer, copyright infringement, and defective products sold via the Web site. Further, customer agrees to indemnify Developers from responsibility for problems/disruptions caused by third-party services that Customer may use such as merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to the ownership and operation of the Web site or multimedia project.
Customer grants Developers the right to use the Web Site for promotional purposes. Customer agrees that a link will appear at the bottom of each page in the Customer's Web site linking to Developer's Web site. The Developer link will be in the form of a text link and/or a very small graphic.
Developers have no responsibility for any third-party taking all or any part of the Web site.
Developers have the exclusive rights in making any derivative works of the Web site.
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.
Customer agrees that Developers' identification may be annotated within the code or on the Web site as the authors. Customer also agrees to put on Developers' copyright notices on the Web site and the relevant content therein.
Developers are not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the Web site.
In the event Developers are unable to continue maintenance of the Web site non-exclusive rights to the Web Site will be granted to Customer.
Domain registration is responsibility of Customer. Developer will not register domain names in Developers name.
Each party represents and warrants they are authorized to enter into this Agreement in entirety and duly bind their respective principals.