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IT, web, Internet, software, hardware, media, multimedia, photography, tech, information, technology, computer, business, company, pre-written, legal, contract, agreement, documents, templates, boilerplate, form, outline, text, terms, recitals protection engage, commence, start ENGAGEMENT LETTER THIS AGREEMENT made this CurrentDay day CurrentMonth CurrentYear and between Company Company and CustCompany Customer are pleased accept your engagement provide Insert service description here services you ongoing basis This agreement purpose define the capacity Company and help set forth the conditions and expectations under which Company will work your behalf shall have full discretion subject your prior approval engage our own employees subcontractors third parties perform the Services described Section Any employee subcontractor contract with shall considered extension Company and subject any confidentiality agreements and provisions Company may subject while working for CustCompany Work shall performed either task based fixed price hourly depending the circumstances the case troubleshooting technical problems Work may requested person phone email and always unilateral agreement Company will quote estimates for tasks and seek approval one more the above methods Usually Scope Work shall provided CustCompany every opportunity for approval guidance will submit itemized invoices for work performed every thirty days Large expense items pre approved Customer will billed incurred Typically invoices will show the individual performing the work well the rate hourly basis Company reserves the right withhold terminate services any time Customer fails pay invoices timely manner CustCompany may also request that Company provide billing updates from time time aid budgetary control agreement between Company and CustCompany shall preclude future services for other customers deemed adverse competition directly indirectly with CustCompany understand that during the course this engagement may encounter sensitive confidential information relating CustCompany business customers vendors and method doing business Company shall never disclose any shape form any confidential information trade secrets practices methods any information deemed sensitive and not made available the public value our relationships with our customers and look forward working with you all future matters Sincerely FirstName LastName JobTitle Services Company shall during the Term Service defined below provide Customer the computer consulting services described below the Services Work Product such times Customer may reasonably request Services include but are not limited Evaluating and researching Customer existing technology and development needs Providing web and application hosting services Providing graphic web content creation and multimedia design services Providing any other consulting services project management services required Customer Specifications Company agrees perform the Services pursuant the specifications Statement Work set forth Exhibit attached hereto the Specifications Term Service Term this Agreement shall commence StartDate and shall continue full force and effect until terminated either party upon least thirty days prior written notice Absent termination notice event except breach may terminate this Agreement prior EndDate Upon termination this Agreement Company shall transfer and make available Customer all property and materials Company possession subject Company control that are the rightful property Customer Company shall make every reasonable effort secure all written descriptive matter which pertains the Services Work Product and agrees provide reasonable cooperation arrange for the transfer all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein the event loss destruction any such material descriptive matter Company shall immediately notify Customer writing the details the loss destruction and provide the necessary information for loss statement other documentation Customer Ownership Rights Company shall have ownership all Company Material Company Material consists all copyrightable Materials that not constitute Services Work Product defined Section Services and any Exhibit Specifications Materials that are solely owned Company licensed Company Materials that are incorporated into the Work Product part the Services Company shall hold all rights title and interest and Company Material Customer shall not anything that may infringe upon any way undermine Company rights title and interest Company Material described this paragraph Notwithstanding the above Company hereby grants Customer unrestricted nonexclusive perpetual fully paid worldwide license for the use for the sublicense the use Company Material for the purpose which was first employed and used Customer Compensation For all Company services under this Agreement Customer shall compensate Company cash pursuant the terms Exhibit attached hereto the event Customer fails make any the payments referenced Exhibit the deadlines set forth Exhibit Company has the right but not obligated pursue any all the following remedies terminate the Agreement breach immediately stop all services bring legal action Mutual Confidentiality Customer and Company acknowledge and agree that the Specifications and all other documents and information related the performance production creation any expression the services work product are the property Customer Materials provided between Company and Customer the Confidential Information including but not limited documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall the exclusive property the respective owner the Owning Party and will constitute valuable trade secrets Both parties shall keep the Confidential Information confidence and shall not any time during after the term this Agreement without prior written consent from the Owning Party disclose otherwise make available anyone either directly indirectly all any part the Confidential Information Excluded from the Confidential Information definition anything that can seen the public had been previously made available the Owning Party public venue Limited Warranty and Limitation Damages Company warrants the Services Work Product will conform the Specifications the Services Work Product not conform the Specifications Company shall responsible correct the Services Work Product without unreasonable delay Company sole expense and without charge Customer bring the Services Work Product into conformance with the Specifications This warranty shall the exclusive warranty available Customer Customer waives any other warranty express implied Customer acknowledges that Company not responsible for the results obtained Customer when using any Services Work Product produced Company Customer waives any claim for damages direct indirect and agrees that its sole and exclusive remedy for damages either contract tort the return the consideration paid Company set forth Exhibit attached hereto action regardless form arising out the Services rendered Work Product under the Agreement may brought either party more than one year after the cause action has occurred event shall Company held liable for consequential damages Independent Contractor Company retained independent contractor Company will fully responsible for payment Company own income taxes all compensation earned under this Agreement Customer will not withhold pay any income tax social security tax any other payroll taxes Company behalf Company understands that will not entitled any fringe benefits that Customer provides for its employees generally any statutory employment benefits including without limitation worker compensation unemployment insurance Insurance Company shall maintain throughout the entire term this Agreement adequate general liability insurance providing coverage against liability for bodily injury death and property damage that may arise out based upon any act omission Company any its employees agents subcontractors under this Agreement Upon written request Company shall provide certificates from its insurers indicating the amount insurance coverage the nature such coverage and the expiration date each applicable policy Company shall not name Customer additional insured any applicable policy any time during this Agreement condition acceptance this Agreement Equipment Customer agrees make available Company for Company use performing the services required this Agreement such items hardware and software Customer and Company may agree are reasonably necessary for such purpose Customer agrees make the following equipment and services available Company Servers and equipment required operate all Customer web sites portals LMS other application frameworks Insert any additional equipment required here Expenses Company will not reimbursed for any expenses incurred connection with the Services Work Product whether direct indirect without the express written approval Customer General Provisions Entire Agreement This Agreement contains the entire agreement between the parties relating the subject matter hereof and supersedes any and all prior agreements understandings written oral between the parties related the subject matter hereof modification this Agreement shall valid unless made writing and signed both the parties hereto Governing Law This Agreement shall governed and construed accordance with the laws the State State Exclusive jurisdiction and venue shall the County County State Superior Court Binding Effect This Agreement shall binding upon and inure the benefit Customer and Company and their respective successors and assigns provided that Company may not assign any its obligations under this Agreement without Customer prior written consent Waiver The waiver either party any breach failure enforce any the terms and conditions this Agreement any time shall not any way affect limit waive such party right thereafter enforce and compel strict compliance with every term and condition this Agreement Good Faith Each party represents and warrants the other that such party has acted good faith and agrees continue act the negotiation execution delivery performance and any termination this Agreement Right Assign Company has right assign sell modify otherwise alter this Agreement except upon the express written advance approval Customer which consent can withheld for any reason Customer may freely assign its rights and obligations under this Agreement Payments the event Customer fails make any the payments set forth Exhibit within the time prescribed Exhibit Company shall have the right withhold Services remove Work Product from Company owned resources seek legal remedy until payment full paid plus accrued late charges per month Indemnification Customer warrants that everything gives Company the execution performance services the creation any and all Work Product legally owned licensed Customer Customer agrees indemnify and hold Company harmless from any and all claims brought any third party relating any aspect the Services Work Product including but without limitation any and all demands liabilities losses costs and claims including attorney fees arising out injury caused Customer products services material supplied Customer copyright infringement Use Descriptions Services Work Product for Promotional Purposes Customer grants Company the right use descriptive text testimonials performance metrics and other images photos and graphics that demonstrate the Services Work Product for promotional purposes and cross link these items with other promotional resources developed Company Responsibility for Theft Company has responsibility for any third party taking all any part the Services Work Product results Services Work Performed the improper use any third party any Services Work Product produced Company Right Make Derivative Works Company has the exclusive rights making any derivative works any Services Methodology Work Product Attorney Fees the event any party this Agreement employs attorney enforce any the terms the Agreement the prevailing party shall entitled recover its actual attorney fees and costs including expert witness fees Responsibility for Loss Company not responsible for any down time lost files equipment failures acts nature any damage resultant from activities considered beyond the control Company such war riots natural disasters vandalism and other events Each party represents and warrants that the date first written above they are authorized enter into this Agreement entirety and duly bind their respective principals their signature below EXECUTED the date first written above CustCompany signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Company signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Customer Initials Company Initials
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Engagement Letter with Services Agreement
