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THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Copywriter") and Company Name ("Customer"). "Pre-Existing Works" shall mean any method, practice, source code, object code, graphics, or other resource incorporated into any deliverable that contains Copywriter's Proprietary Rights. "Copywriter's Proprietary Rights" shall mean anything in which Copywriter has a rightful copyright, trademark, patent, or other intellectual property interest. "Deliverables" shall mean the software provided in object and/or source format (and subject to Copywriter's Proprietary Rights), documentation, or other materials required to be delivered by Copywriter to Customer, as set forth in any Specification(s).

"Source Code" shall mean all of the readable forms of code, documentation, or any combination thereof that go together to make and build files or Deliverables. "Services" shall mean any programming, training, customization, enhancement, or other labor performed by the Copywriter as required by the Specifications, which may or may not have an associated Deliverable. "Specifications" shall mean the specifications for the Deliverables, as reasonably communicated and agreed to by Copywriter, which include detailed specifications and instructions for all required Deliverables, features, and functionality, and a complete production schedule for each Deliverable.

Copywriter has experience and expertise in the development and formation of original written works ("Materials" or "Project"). Customer desires to have Copywriter develop Materials for Customer. Copywriter desires to develop Customer's Materials on the terms and conditions set forth in Exhibit B attached hereto (the "Specifications").

In consideration of the mutual covenants set forth in this Agreement, Customer and Copywriter hereby agree as follows:

Development of Materials

Copywriter agrees to the documentation and development of the Materials according to the compensation terms listed on Exhibit A attached hereto.

Specifications

Copywriter agrees to develop the Project pursuant to the Specifications set forth in Exhibit B.

Delivery Dates and Milestones

Copywriter will use reasonable diligence in the development of the Materials and endeavor to deliver to Customer all operational Materials and files no later than Delivery Date. Customer acknowledges, however, that this delivery deadline and the other payment milestones listed in Exhibit B are estimates, and are not required delivery dates unless otherwise noted in the Specifications. Deliverables defined as "Critical Deliverables" shall be outlined in Exhibit B and shall contain the delivery date and the terms of delivery of the Critical Deliverable.

Copywriter shall deliver, at all times, any and all material required to complete the Project.

Ownership Rights

Customer shall retain all ownership, title, and interest in all Materials delivered under this Agreement. All subject matter created as part of the Materials shall be considered works made for hire and Customer shall own all copyrights. To the extent that any rights in the Materials vest initially with Copywriter for any reason, Copywriter hereby irrevocably assigns and quitclaims any such rights to Customer. Notwithstanding Sec 5.4, Copywriter hereby grants to Customer a non-exclusive, royalty-free, nontransferable, worldwide right and license to use, reproduce, modify, and distribute any Pre-existing Works incorporated into the Materials in connection with Customer's use of the Materials.

Rights and license shall include, but is not limited to, rights to modify any Pre-existing Works to adapt or incorporate the Pre-existing Works into the Materials and to modify the Pre-existing Works to correct errors, add features or functionality to the Materials, and to make the Materials compatible with other hardware or software.

Project Development

1 Copywriter Warranties

Copywriter certifies and warrants that the following is true and valid:

1 No Conflict

By entering into this Agreement, Copywriter certifies that Copywriter does not and will not violate, conflict with, or result in a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien, or encumbrance to which Copywriter or any of Copywriter's affiliates is a party or by which Copywriter or any of Copywriter's property is or may become subject or bound. Copywriter will not grant any rights under any future agreement, and will not permit or suffer any lien, obligation, or encumbrances that will conflict with the full enjoyment by Customer of Customer's rights under this Agreement.

2 Right to Make Full Grant

Copywriter has all required ownership rights and license to grant Customer all necessary rights with respect to the Materials, free and clear of any and all agreements, liens, and interests of any person or party, including, without limitation, Copywriter's employees, contractors, agents, artists, or any such employees, contractors, agents, and artists who have provided, are providing, or will provide services with respect to the development of the Materials.

3 Non-infringement

Nothing contained in the Materials or required as any part or operation of the Materials, or is required to deliver the Materials under this Agreement does or will infringe or violate any intellectual property rights of any third party. Further, nothing contained within the Materials or any part or operation of the Materials will cause the use, reproduction, resale, or transfer of the rights to the Materials to infringe upon the intellectual property rights of any third party.

4 Pre-existing Works and third-party Materials

Copywriter has the right to assign and transfer rights to such pre-existing works and third-party materials as specified in this Agreement.

2 No reliance on third-party Software or Technology

Unless otherwise agreed to by Customer, Project files shall not require any additional software, third-party resources, "plug-ins" or other technologies not listed in the Specifications. Any additional software required to run the deliverables shall be construed as non-conformance to the Specifications.

Specific Enhancements

Copywriter and Customer acknowledge that at some time during the Term of this Agreement, either Copywriter or Customer may propose enhancements to the Project that fall outside of the scope of the Specifications. Upon such proposal, Copywriter shall confer in good faith with Customer concerning the feasibility of developing such enhancements and the time frame for developing, testing, and incorporating such enhancements. Copywriter and Customer shall mutually agree in writing as to whether Copywriter shall pursue the development of such enhancements, and, if so, which party will fund such development. The Specifications will be amended to include such enhancements.

Backups and Redundancies for Development. Copywriter will maintain off-site storage of all stages of the source code and other backup media related to this Agreement to ensure Project integrity and protection, and will be responsible at all times for setting up a procedure for backing up all Project data.

Acceptance

The terms and conditions contained in this section will apply to the initial release of the Project Materials, as well as to subsequent release(s), upgrades, enhancements, or any other version thereof. Copywriter shall evaluate any beta or final version(s) of each deliverable and shall submit an acceptance or rejection to Copywriter within Days days after Customer's receipt of an agreed upon transmission for each deliverable. Testing and Quality Assurance. Copywriter agrees to thoroughly test the Materials and Project (including, without limitation, each and every release, version, and enhancement thereof), as appropriate under the circumstances, at all appropriate stages of development, and shall document the testing by written test documents delivered to Customer.

Copywriter will submit test plans to Customer, so as to ensure that Customer's standards of quality are maintained, and Copywriter agree to subsequently modify the test plans to accommodate Customer's requests if Customer reasonably deems necessary. Quality Assurance or test documentation shall include detailed descriptions of the tests conducted, their results and any outstanding or unresolved issues. Copywriter will not deploy the Project, Materials or any enhancement thereof, unless Customer and Copywriter agree upon such action in writing.

Adherence to Schedule

If Copywriter fails to transmit any "Critical Deliverable" within the dates specified in the Schedule or fails to meet a Milestone as defined in the Specifications, then a Breach of Agreement ("Breach") shall be considered to have occurred. Customer may: (1) amend the Schedule to include a correction period; or (2) suspend the Schedule until the problem is corrected at the sole expense of Copywriter subject to Customer's reasonable satisfaction; or (3) terminate this Agreement. Delivery of all deliverables not defined in the Specifications as "Critical Deliverables" shall be considered estimates and delivery shall not be subject to breach. Copywriter shall not be held responsible for any delays due to: Milestones missed by Customer, delays due to Customer deliverables, delays due to transmission, equipment failure, strikes, riots, disasters, or other natural occurrences.

Compensation

For all of Copywriter's services under this Agreement, Customer shall compensate Copywriter 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, Copywriter has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement; (2) remove equipment owned by Copywriter, whether leased to Customer by Copywriter or not, and remove any Copywriter personnel or Staff from Customer location(s); (3) bring legal action; or (4) Customer may suspend development of the Project and is responsible for any schedule changes required and additional financial impact.

Confidentiality

Customer and Copywriter acknowledge and agree that the Specifications and all other documents and information related to the development of the Materials (the "Confidential Information") will constitute valuable trade secrets of Copywriter. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Copywriter's prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Limited Warranty and Limitation on Damages. Copywriter warrants that the Materials will conform to the Specifications.

If the Materials do not conform to the Specifications, Copywriter shall be responsible for correcting the Materials without unreasonable delay, at Copywriter's sole expense and without charge to Customer, to bring the Materials 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 Copywriter does not warrant that the Materials will work on all platforms. Customer acknowledges that Copywriter will not be responsible for the results, productivity, or any other measurable metric not specified in Exhibit B, obtained by Customer on the Materials. 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 Copywriter as set forth in Exhibit A attached hereto. Copywriter will monitor the reliability and stability of the Materials for a period of up to Days days to ensure that they perform in accordance with the Specifications.

If modifications are required at any time, Copywriter will confer in good faith with Customer concerning the appropriateness of any modifications, and mutually agree whether or not to make such modifications; provided, however, that such agreement will not be deemed to relieve Copywriter from Copywriter's obligations to ensure that the Project continues to conform to the Specifications and compensation estimates as set forth in Exhibit A.

Independent Contractor

Copywriter shall be retained as an independent contractor. Copywriter will be fully responsible for payment of 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 Copywriter's behalf.

Copywriter understands Copywriter will not be entitled to any fringe benefits that Customer generally provides for Customer's employees or to any statutory employment benefits, including, without limitation, workers compensation or unemployment insurance.

Equipment

Customer agrees to make available to Copywriter, for Copywriter's use in performing the services required by this Agreement, such items of hardware and Materials as Customer and Copywriter may agree are reasonably necessary for such purpose.

General Provisions

1 Entire Agreement

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 parties hereto.

2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.

3 Binding Effect

This Agreement shall be binding upon and inure to the benefit of Customer and Copywriter and their respective successors and assigns, provided that Copywriter may not assign any obligations under this Agreement without Customer's prior written consent.

4 Waiver

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.

5 Good Faith

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.

6 No Right to Assign

Customer has no right to assign, sell, modify, or otherwise alter the Materials, except upon the express written advance approval of Copywriter, which consent can be withheld for any reason.

7 Indemnification

Copywriter warrants that the Project will conform to the Specifications, or such other specifications as are agreed to in writing by Copywriter, for a period of one year from the date of completion of the Project. If the Project does not conform to the Specifications, as Customer's sole remedy, Copywriter shall be responsible for correcting the Project without unreasonable delay, at Copywriter's sole expense and without charge to Customer, to bring the Project into conformance with the Specifications set forth in Exhibit B. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty, express or implied.

Customer acknowledges that Copywriter is not responsible for the results obtained by Customer on the Project. Customer acknowledges that Copywriter is not responsible for fixing any problems, errors or omissions on the Project after Customer has tested, proofed, and approved the Project and either a written approval has been given to Copywriter or the Project has been mass-produced or transmitted in the Public Domain in any way. Customer waives any claim for damages, direct or indirect, and agrees that Customer's sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Copywriter as set forth in Exhibit A attached hereto.

No action, regardless of form, arising out of any claimed breach of this Agreement or transactions under this Agreement may be brought by either party more than one (1) year after the cause of action has occurred.

8 No Responsibility for Theft

Copywriter shall have no responsibility for any third party disrupting, intruding, or otherwise copying files or reverse engineering in part or in whole on all or any part of the Materials at any time.

9 Right to Make Derivative Works

Copywriter will have exclusive rights in making any derivative works from any of its work, practices, coding, programming, or other work on the Materials that is related to its pre-existing Copywriter Material as outlined in the Specifications.

10 Attorney's Fees

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.

11 Identification of Copywriter

Customer agrees that Copywriter identification may be annotated within the content as the author. Customer also agrees to put Copywriter's copyright notices on the Pre-existing Materials and the relevant content therein.

12 No Responsibility for Loss

Copywriter is not responsible for any down time, lost files, lost productivity, improper use, or any other loss that may occur in the operation of the Materials. The parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety, and duly bind their respective principals by their signatures below.