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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 site, website, development, programming, design Canada WEB SITE DEVELOPMENT AGREEMENT the Agreement THIS AGREEMENT made this CurrentDay day CurrentMonth CurrentYear Between Company hereinafter referred the Developers and CustCompany hereinafter referred the Customer Recitals WHEREAS the Developers have experience and expertise the development web sites AND WHEREAS the Customer agrees have the Developers develop web site for AND WHEREAS the Developers agrees develop the Customer web site the terms and conditions set forth herein the Web Site NOW THEREFORE consideration the mutual promises and covenants hereinafter set out the parties agree follows Interpretation Definitions used herein the following terms shall have the following meanings Customer shall mean CustCompany Developers shall mean Company Material shall mean all the Developers and third parties material described Schedule Specifications shall mean for the purpose each separate contract the specifications set out and agreed the parties and any amendments thereto attached hereto Schedule Web Site shall mean the web site developed according the Specifications Web Site Milestone shall mean milestone the development the Web Site set out the Specifications and Payment Terms Schedules The following are the Schedules attached hereto and are incorporated reference into this agreement Schedule Payment Terms and other conditions for the development the Web Site Schedule Specifications that are applicable the Web Site Schedule List material owned Developer and third parties Schedule Addresses specified for the parties this Agreement Invalidity Provisions Save and except for any provisions covenants contained herein which are fundamental the subject matter this Agreement including without limitation those that relate the payment monies the invalidity unenforceability any provision covenant hereof herein contained shall not affect the validity enforceability any other provision covenant hereof herein contained and any invalid provision covenant will deemed severable Headings The insertion headings included solely for convenience and reference and not intended affect the construction interpretation this Agreement nor are the headings intended full accurate descriptions the contents hereof Dollars All amounts referenced herein shall mean currency Canada Term Except for the obligations the parties that shall survive completion the development work the Web Site the Developers unless terminated earlier accordance with the termination and default provisions the Agreement the term this Agreement shall for the duration the works completed referenced herein and the Web Site delivered the Customer for its use Agreement changes must approved both parties writing and will considered addendums the Agreement The Agreement shall deemed terminated when Acceptance form signed both parties Compensation Contract Price Upon the execution this Agreement the Customer agrees that shall pay the Developers the agreed upon sum Insert Total Payment Amount cash bank draft certified funds credit card payment applicable which agreed and understood non refundable the event termination cancellation this Agreement consideration referred this section for the Developers initial development proposal and other preparatory works which agreed the parties necessary this Agreement which said amount upon completion the Web Site shall represent partial payment towards the total contract amount Upon the Developers completing each Web Site Milestone the Customer shall pay the Developers such amount representing percentage the total contract price specified Schedule and thereafter the same percentage each Milestone set out the Schedule this Agreement the event that the Customer fails make any the scheduled Web Site Milestone payments the deadlines set forth Schedule the Developers reserve the sole and exclusive right but are not obligated retain all monies paid date without refund and all Materials related the development the Web Site notwithstanding the Web Site has not been completed and pursue any and all legal and other remedies its disposal including but not limited the following terminate the Agreement and retain all monies paid date pull disable disassemble block otherwise make unusable the Web Site and associated links without notice the Customer and retain full and complete ownership thereof transfer the Web Site contents another Customer for valuable consideration commence legal action for damages and injunctive relief and all legal costs solicitor and customer basis and charge the Customer interest rate per month per year amounts outstanding Terms and Conditions Development Web Site The Developers agree develop the Web Site according the terms listed Schedule attached hereto Specifications The Developers agree develop the Web Site pursuant the specifications set forth Schedule attached hereto the Specifications Delivery Web Site The Developers will use commercially reasonable efforts and reasonable diligence the development the Web Site and endeavor deliver the Customer Web Site accordance with the Specifications DeliveryDate Notwithstanding the aforesaid delivery date the Customer acknowledges and agrees that this delivery deadline and the corresponding progress payments thereto listed Schedule are estimates and are not time the essence required delivery dates Where commercially reasonable the Customer and the Developers will revise delivery schedules acknowledged the parties writing Proprietary Ownership Rights The Customer agrees that the Web Site and remains the exclusive property the Developers and that the Developers shall retain title and hold all rights and interest and all software developed the Developers and the Web Site and copies thereof may applicable notwithstanding the granting any license respect the use thereof The Customer acknowledges that receives title ownership rights any the intellectual property rights the software Specifically but without limitation the Customer agrees that the Developers shall hold all right title and interest and all text graphics animation audio components and digital components the Web Site the Content all interfaces navigational devices menus menu structures arrangements icons help and other operational instructions software and all other components any source object computer code that comprises the Web Site all literal and non literal expressions ideas that operate cause create direct manipulate access otherwise affect the Content and all copyrights patents trade secrets and other intellectual industrial property rights the Web Site any component characteristic thereof The Customer further agrees that shall not anything that may infringe upon any way undermine Developers right title and interest the Web Site described this paragraph The Customer shall retain all its intellectual property rights any text images other components provides the Developers for use the Web Site The Customer shall hold the copyright for the agreed upon version the Web Site delivered and the Customer copyright notice may displayed the completed Web Site upon receipt payment the Developers all amounts due and owing the Developers under this Agreement Confidentiality Without limiting the above the Customer and the Developers acknowledge and agree that the Specifications and all other documents and information related the development the Web Site provided the Developers the Confidential Information are confidential and constitutes valuable trade secrets the Developers The Customer shall keep the Confidential Information confidence and shall not any time during after the term this Agreement without the Developers prior written consent 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 the Web Site when each page the Web Site first accessed The performance the Customer the foregoing obligations condition the Developers developing the Web Site for the Customer and the use thereof the Customer Limited Warranty and Limitation Damages The Developers warrant the Web Site will conform the Specifications set out herein for period days from acceptance the Web Site does not materially conform the Specifications the Developers shall responsible correct the Web Site without unreasonable delay the Developers sole expense and without charge the Customer bring the Web Site into material conformance with the Specifications This warranty shall the exclusive warranty available the Customer respect the Web Site conforming the Specifications regardless whether any remedy set forth herein fails its essential purpose otherwise The Customer hereby waives any other warranty condition representation express implied statutory otherwise including without limitation any implied warranties merchantability and fitness for particular purpose The Customer acknowledges that the Developers not represent warrant that the Web Site will work all platforms that the Web Site will error free that the Developers will able achieve fixes workarounds for every problem error discovered The Customer acknowledges that the Developers are not responsible for the results obtained the Customer the Web Site Under circumstance will the Developers liable the Customer for any claim for damages any kind direct indirect special incidental consequential punitive tort damages including negligence whether resulting from loss use delay delivery loss data loss anticipated profits loss business non operation increased expense operation otherwise and agrees that its sole and exclusive remedy for damages either contract tort the return the consideration paid Developers set forth Schedule and event shall the Developers total cumulative liability hereunder from all causes action any kind exceed the total amount paid the Customer the Developers The Customer further agrees indemnify the Developers from and against any loss claim liability damage cost expense including legal fees payable any person entity arising out the use the Web Site Independent Contractor The Developers agree that they are retained independent contractors and not employees associates joint venture partners legal representatives the Customer the intention the parties that the Developers will fully responsible for payment all withholding taxes including but not limited their own provincial and federal income taxes Canada Pension Plan all compensation earned and paid under this Agreement The parties agree that the Customer will not withhold pay any income tax Workers Compensation Board Assessments contributions any other similar charges respect the Developers personnel and any other payroll taxes the Developers behalf The Developers understand and agree that they will not entitled any employee benefits that the Customer provides for its employees generally any statutory employment benefits including without limitation company pension plans profit sharing plans worker compensation employment insurance The Developers agree indemnify the Customer for any and all claims made any lawful government authority for all statutory withholding taxes and deductions not paid the Developers and claimed against the Customer for monies paid pursuant this Agreement and remitted thereto the Customer such authority claims against the Customer from the Developers partners associates and employees Equipment The Customer agrees make available the Developers for the Developers use performing the services required this Agreement such items hardware and software the Customer and the Developers may agree are reasonably necessary for such purpose General Provisions Entire Agreement This Agreement constitutes the entire agreement between the parties pertaining the subject matter hereof and supersedes all prior agreements understandings negotiations and discussions whether oral written the parties and there are warranties representations other agreements between the parties connection with the subject matter except specifically set out herein supplement modification amendment waiver termination this agreement will valid binding unless executed writing the parties Proper Law Contract This agreement shall governed the Laws the Province State and the laws Canada applicable therein without regard choice law principles The parties further agree and understand that notwithstanding any regulations rulings conventions under any Conflict Laws any jurisdiction that regardless where the contract executed and entered into the parties have agreed that the laws the Province State and Canada applicable shall govern this contract The parties hereby agree attorn the exclusive jurisdiction the courts the Province State for the commencement any action hereunder other than applications for injunctive relief Binding Effect This Agreement shall binding upon and enure the benefit the Customer and the Developers and their respective successors and assigns provided that the Developers may not assign any his obligations under this Agreement without the 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 Ownership Photographs The Developers may use some their own photographs and other media for the Web Site The Developers retain all right title and interest such photographs and other media and hereby grant the Customer non exclusive right use those photographs and media and only the Customer Web Site Customer right use Materials will revoked the Agreement breached Right Assign The Customer has right assign sell modify otherwise alter the Web Site except upon the express written advance approval the Developers which consent can withheld for any reason Indemnification The Customer warrants that everything provides the Developers put the Web Site legally owned licensed the Customer The Customer agrees indemnify and hold the Developers harmless from any and all claims brought any third party relating any aspect the Web Site including but without limitation any and all demands liabilities losses costs and claims including attorney fees arising out injury caused the Customer products services material supplied the Customer copyright infringement and defective products sold via the Web Site Use Web Site for Promotional Purposes The Customer grants the Developers the right use the Web Site for promotional purposes and cross link with other Web Sites developed the Developers The Customer shall take reasonably appropriate measures protect the Web Site from unauthorized access theft use Materials Responsibility for Loss The Developers shall have responsibility for any third party accessing using taking all any part the Web Site The Customer shall take reasonably appropriate measures protect the Web Site from unauthorized access theft use Materials The Developers are not responsible for any down time lost files improper links any other loss that may occur the operation the Web Site Legal Fees the event any party this Agreement employs lawyer enforce any the terms the Agreement the prevailing party shall entitled recover its actual legal fees and costs including expert witness fees solicitor and customer basis Identification Developers The Customer agrees that the Developers trademarks logos will placed and remain the front page and links page the Web Site The Customer also agrees put the Developers copyright notices the Web Site and the relevant content therein and maintain such proprietary notices all times Transfer Rights the event the Developers are unable continue maintenance the Web Site non exclusive rights the Web Site will granted the Customer solely use Material connection with the Customer Web Site Transfer Rights does not apply non transferable third party licenses and proprietary Material owned the Developers Domain Name Any domain name registered the Customer behalf will made the Customer name for both the billing and administrative contacts The technical contact generally required the hosting ISP The Developers will not register domain names the Developers name and the Customer shall hold all right title and interests its registered domain name The Customer responsible for renewing the Customer domain name Notices All notices given pursuant this Agreement shall writing the parties the addresses specified for the parties this Agreement attached Schedule hereto such other addresses and method transmission either party may direct similar notice each other All notices given pursuant this Agreement shall deemed have been given the date delivery Force Majeure Either party shall excused from delays performing from its failure perform hereunder the extent that such delays failures result from causes beyond the reasonable control such party provided that order excused from delay failure perform such party must act diligently remedy the cause such delay failure WITNESS WHEREOF the parties have executed this Agreement their duly authorized representatives effective the last dated signed below All signed copies this Agreement shall deemed originals CustCompany signator authorized signature signer Name and Job title signator authorized signature signer have authority bind the corporation Date when the contact was signed Company signator authorized signature signer Name and Job title signator authorized signature signer have authority bind the corporation Date when the contact was signed Customer Initials Developers Initials
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