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CD ROM DEVELOPMENT AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between Commencement Date between company name address city state or province zip or postal code country Developer and company name Client and collectively referred to as the Parties. WITNESS Whereas Developer is in the business of offering Internet services relating to development of multimedia Digital media graphic design computer programming web sites and CD Rom presentations and is willing to provide services to Client on the terms and subject to the conditions set forth below; and Whereas Client desires to engage Developer and Developer desires to be engaged by Client to provide CD Rom presentation services on the terms and subject to the conditions set forth below. Now therefore the Parties hereby agree as follows.
1. Developer Services. 1. 1CD Rom. CD Rom means such of CD Rom DVD PAL video and any other media format to which the parties elect to apply this Agreement. 1 Services. Developer agrees to provide Client with services for development of CD Rom presentation Presentation as set forth or described in Schedule hereto the Presentation Services and to provide Client with additional services if any set forth or described in Schedule hereto and mutually agreed upon in writing by the Parties the Additional Services The Presentation Services and the Additional Services are hereinafter referred to collectively as the Services. Client agrees that Developer is responsible only for providing the Services and Developer is not responsible for providing any services or performing any tasks not specifically set forth in Schedule or Schedule hereto. 2. Presentation Development and Transfer. 2 Specifications and Client Content. Developer in consultation with Client shall prepare detailed written specifications for the Presentation the Specifications The Specifications shall consist of among other things design for the Presentation flow chart of the pages for the Presentation programming and interactive feature requirements and the placement of any content or other materials which are to be incorporated into the Presentation. The Specifications shall be subject to any restrictions or limitations set forth in Schedule or Schedule F. The Specifications which have been mutually agreed upon by the Parties in writing shall be attached hereto as Schedule and Schedule F. If the Parties are unable to agree in writing to mutually acceptable Specifications after using good faith efforts on or before days after the Commencement Date either party may terminate this Agreement by providing written notice to the other party. Such termination shall not relieve Client from the obligation of paying Developer for all fees due and owing to Developer as of the date of such termination. 2 Delivery of Client Content.
Client Content shall mean any materials provided by Client for incorporation in the Presentation including but not limited to any images photographs illustrations graphics audio clips video clips or text. Client shall deliver the Client Content to Developer in an electronic file format specified and accessible by Developer e. g. txt gif or as otherwise specified in the Specifications. Any services required to convert or input Client Content not set forth in the Specifications shall be charged as Additional Services. Client shall promptly deliver all Client Content to Developer as required by Developer. 2 Initial Version. Upon Specifications being mutually agreed and upon Developers receipt of the Client Content and any fees called for in Schedule hereto Developer shall commence tasks associated with the development of the initial version of the Presentation Initial Version and notify the Client of the URL Uniform Resource Locator if any or other address of the Initial Version. If Client fails upon request or by the deadline set forth if any in Schedule to make the payment of any fees set forth in Schedule Developer may by written notice terminate this Agreement immediately keep Clients deposit if any and apply it towards any losses incurred by the Developer i discontinue all or any Services rendered by the Developer under this or any other Agreement up to that point in time including disabling any tracking hosting or other services and removing al web site resources if any. Developer shall use combinations of technology as Developer in consultation with the Client deems appropriate to develop the Presentation. 2 Revisions. 2. Client shall have days or such time as otherwise agreed by the Parties in writing from the date of written notice of completion of the Initial Version from Developer to review and request in writing from Developer revisions to the Initial Version. Upon receipt of such requests Developer shall use commercially reasonable efforts to implement such revision requests that are within the scope of and consistent with the Specifications. 2. If Client wishes to implement any revisions to the Presentation that deviate in any material respect from the Specifications Client shall submit to Developer written change order containing such revisions in detail and request for price quote for each change collectively the Change Order Developer shall promptly evaluate the Change Order and submit to Client for its written acceptance proposal for undertaking the applicable tasks and price quote reflecting all associated fees associated with Clients Change Order. Client shall have business days from receipt of such proposal to accept or reject Developers proposal in writing. If Client accepts Developers proposal to undertake the work necessitated by the Change Order then the Change Order as supplemented and or modified by Developers proposal shall amend and become part of the Specifications in Schedule and Schedule as appropriate and Schedule hereto Fee and Payment Schedule and Developer shall proceed to implement such revisions in accordance with the Specifications and Schedule and Schedule as so modified.
2. If Client has not made any requests for revisions by the end of days from the date of written notice of completion of the Initial Version from Developer or by such time as otherwise agreed by the Parties in writing or within business days from receipt of the Developers proposal contemplated in clause 2. then the Developers proposal shall be deemed accepted by Client Acceptance 2. Final Approval. final proof will be provided to Client prior to mass production or replication and or release of the CD Rom and identified to the Client as such. Client assumes full responsibility to make sure that the final proof is correct in all capacities including but not limited to. grammar spelling information content artwork copyright and functionality. Developer shall not be held responsible for errors or omissions. 2 Replication. 2. Upon Acceptance of the Presentation or Developers proposal as the case requires and payment of all fees called for in Schedule hereto Developer shall commence replication of the Presentation and endeavour to deliver to the Client an operational Presentation no later than days after acceptance. 2. Client must use Developer to replicate any additional Presentations produced on CD Roms and may not replicate the Presentation on or through any other medium.
2. Client may not replicate any of the multimedia or artwork owned by the Developer without the prior written permission of Developer. 2. Client agrees that there may be differences between printed artwork and screen proofs of artwork and artwork appearing on final mass duplicated CD Roms replicated under clause 2. hereof. 2. Reverse Engineering. Client may not decompile deconstruct or otherwise reverse engineer the Presentation whether in whole or in part without the Developers prior approval 2. Project Backups Copies or Source Maintenance. Developer shall only be responsible for maintaining backups copies or other versions of any source or master files whether developed by the Developer or not for period of one year from the date of this Agreement. Client agrees to hold the Developer harmless from any damage loss of data theft or other event that may occur to any photographs source code master or other digital files digital media print outs documents or other Client Content given to Developer during the course of this Agreement. Client may arrange in writing for Developer to have copies to be maintained in escrow in the event Developer goes out of business cannot maintain copies of source or master files or as otherwise required by the Client. 2 Work Order Forms. Subsequent to the execution of this Agreement by the Parties in the event that Developer and Client agree that Developer is to perform additional tasks not in the original scope of Services hereunder then the Parties shall execute work order form each an Order Form in the form attached hereto as Schedule at which time its terms shall be incorporated into and shall become part of this Agreement and shall be subject to the terms and conditions hereof. 3. Proprietary Rights.
3 Proprietary Rights of Client. As between Client and Developer Client Content shall remain the sole and exclusive property of Client including without limitation all copyrights trademarks patents trade secrets and any other proprietary rights. Nothing in this Agreement shall be construed to grant Developer any ownership right in or license to the Client Content except as provided in Clause of this Agreement. 3 Proprietary Rights of Developer. Subject to Clients ownership interest in Client Content all materials including but not limited to any computer software in object code and source code form script programming code data information or HTML script developed or provided or created by Developer or its suppliers under this Agreement with the exception of original elements of audiovisual displays created hereunder specifically for Client which shall be deemed to be part of Client Content and any trade secrets know how methodologies and processes related to Developers products or services shall remain the sole and exclusive property of Developer or its suppliers including without limitation all copyrights trademarks patents database rights trade secrets and any other proprietary rights inherent therein and appurtenant thereto collectively Developer Materials To the extent if any that ownership of the Developer Materials does not automatically vest in Developer by virtue of this Agreement or otherwise Client hereby transfers and assigns to Developer all rights title and interest which Client may have in and to the Developer Materials. Client acknowledges and agrees that Developer is in the business of designing and developing Presentations and that Developer shall have the right to provide to third parties services which are the same or similar to the Services provided hereunder and to use or otherwise exploit any Developer Materials in providing such services. 3 Confidentiality. Each party agrees that during the course of this Agreement information that is confidential or proprietary may be disclosed to the other party including but not limited to software technical processes and formulas source codes product designs sales cost and other unpublished financial information product and business plans advertising revenues usage rates advertising relationships projections and marketing data Confidential Information Confidential Information shall not include information that the receiving party can demonstrate is as of the time of its disclosure or thereafter becomes part of the public domain through source other than the receiving party was known to the receiving party as of the time of its disclosure is independently developed by the receiving party or is subsequently learned from third party not under confidentiality obligation to the providing party. Except as provided for in this Agreement each party shall not make any disclosure of the Confidential Information to anyone other than its employees who have need to know in connection with this Agreement. Each party shall notify its employees of their confidentiality obligations with respect to the Confidential Information and shall require its employees to comply with these obligations. The confidentiality obligations of each party and its employees shall survive the expiration or termination of this Agreement. 3 Developer Notices. Unless otherwise agreed to in writing by the Parties Developer shall have the right to place proprietary notices and logos of Developer and its suppliers on the Developer Materials and on the Presentation including developer attribution to Developers Presentations. In no event may Client remove or alter any Developer proprietary notice from the Developer Materials or the Presentation without Developers prior written consent. 4. Licence.
Specification Definitions Example attachment defining specification definitions for web site project Standard Page. * Uses our pre existing page templates completely custom pages will require more time. * Page body contains up to unique static GIF or JPG images requiring minimal work including but not limited to. scanning sizing cropping editing compressing. * to browser screens of text when viewed at 640x480 screen resolution. * Up to hyperlinks not including the page header and trailer site navigation hyperlinks * Includes the addition of basic navigation systems built into each page. Creation of the graphical menu bar with image slicing and rollovers is rolled into the base price per page. Keyword Splash Page.
* copy of the primary splash page that is tailored to specific key word of phrase. E commerce Solutions. * Level 1. Flat text file non interactive. * Level 2. page interactive form using email. * Level 3. Multi page interactive forms using email and or data files * Level 4. Multi page interactive forms using real time credit card processing. Level and allow for shopping cart product purchasing on any pages. Common Navigation Systems.
1. Graphical navigation bar with rollovers at head of each page. 2. Page header text navigation bar under the graphical navigation bar. 3. Text navigation bar at bottom of each page. 4. Site map page. 5. Help page. 6. Quick guide page.
7. Automated search component. 8. Index pages page of simple links to sub pages within the site 9. List traversal of series pages pages designed to be read one after the other 10. Hyperlinks to other pages. 11. Shallow tree 4 clicks max. 12. Consistent navigation across all pages.
SCHEDULE F CONTRACT ADDENDUM THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer The following requirements are made and are to be included as part of the attached contract. ADDENDUM A. Project Change Request Insert Addendum A. Information Here
ADDENDUM B. Financial Impact and Schedule Impact Insert Addendum B. Information Here Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name
By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed
Customer Initials Company Initials
SCHEDULE E ADDITIONAL SERVICES The project will contain the following additional services. A. Describe each additional service to be included in the project per the terms of the contract and proposal
SCHEDULE B SPECIFICATIONS The project will contain the following components and or services. A. Describe each deliverable to be included in the project per the terms of the contract and proposal
REPLICATION OF CD ROM AND DIGITAL MEDIA THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer Recitals This Agreement contains the entire agreement concerning the production packaging and delivery of CD ROMs Compact Disks DVD ROMS CD ROM Business Cards Packaging Printing Cover Art and other media and materials Products from items including without limitation master media proofs film photographs artwork label data and packaging materials delivered to Company by or for Customer Materials Agreements
This Agreement 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 all parties hereto and may not be amended except by written document signed by Company. 1. Acceptance of Agreement. This Agreement will only be accepted By signator authorized signature or signer. a written confirmation from an authorized representative of Company or shipment of goods in accordance with the terms set forth herein. Company reserves the right to refuse to accept any purchase order for any reason. Customer agrees to be bound by all of the terms and conditions set out herein. 2. Compensation. Customer shall compensate Company in cash pursuant to the terms of Exhibit attached hereto. Orders may not be cancelled by Customer after Company has begun replication processing or manufacturing. All shipments of Products will be defined as F. O. B. Free on Board as soon as Company ships the Product. Company reserves the right to make any choice of facility and shipping charges or to switch shipping carriers without notice to Customer. Risk of loss or any damage sustained in transit shall be Customers sole responsibility. Shipment is by regular ground service unless otherwise specified by Customer. Company reserves the right to make partial shipments. Company reserves the right to produce and charge for production overruns up to 10% over Customers order quantity. Company will consider Customers order complete upon shipment of 90% or more of the total quantity ordered. 3. Terms of Payment.
Invoices will be issued upon shipment of Products excepting any delay in the shipment by Customer whereas upon an invoice will be issued upon the completion of manufacturing of the Product. Invoices for services performed by Company hereunder will be issued upon completion of those services. Customer shall be responsible for all taxes duties excises and other charges associated with the production sale or transportation of Products and performance of services hereunder other than taxes on Companys net income. Unless otherwise noted payment of invoices is due within thirty days of the invoice date. Claims for errors omissions or adjustments in any amount due Company must be received in writing by Company within five days from the date of invoice. Any outstanding monies owed to Company by Customer after the due date on the invoice shall accrue interest on daily basis from the initial billing date at rate of % per month 18% per annum. Any available credit on Customers account must be used or claimed within months from the shipping date of the Products to which the credit relates. Company may require part or full payment security or guarantee of payment in advance of any work or services to be performed or any shipment. Company shall have security interest in all Products and Materials until all amounts due hereunder are paid in full and reserves the right to withhold or delay shipment of any order if payment has not been made in full or has not been received on any prior order. Customer agrees to pay all costs fees charges and expenses of every nature including legal fees incurred by Company in recovering any amounts owed to it by Customer. 4. License. Customer grants Company non transferable license to reproduce and distribute copies of all Materials to the extent necessary for Company to perform its obligations under this Agreement. 5. Delivery Times. All delivery times are considered to be estimates and all shipment dates are subject to change without notice unless otherwise agreed to by Company in writing. 6. Warranty Disclaimer and Limitation of Liability. Company warrants that the Products will conform to the Specifications or such other specifications as are agreed to in writing by Company for period of days from the date of shipment by Company. If the Project does not conform to the Specifications as Customers sole remedy Company shall be responsible to correct the Project without unreasonable delay at the sole expense of Company 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 Company does not warrant that the Project will work on all platforms. Customer acknowledges that Company is not responsible for the results obtained by Customer on the Project. Customer acknowledges that Company is not responsible for fixing problems on the CD ROM once mass produced after Customer has tested proofed and approved their Project. 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 Company as set forth in Exhibit 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 year after the cause of action has accrued. 7. Ownership Rights and Copyright. Customer shall retain title to all Materials and Content of such Materials provided to Company under the terms of this Agreement. Customer warrants that it rightfully owns all Materials or that it has the right and authority to reproduce the Materials and has the right to deliver all Materials to Company. Customer also warrants that it owns all copyright in the contents of the Materials including without limitation any artwork graphics or computer code embedded therein or has the unrestricted right to permit Company to perform the services requested hereunder. Customer warrants that the Materials do not contain any obscene or objectionable matter.
Customer agrees to indemnify defend and hold Company harmless from and against any and all actions suits claims liabilities damages losses and expenses and legal fees arising directly or indirectly out of or in connection with any claim that the services rendered or Products manufactured under this Agreement violate any law rule or regulation or violate any rights of third parties including without limitation any liability for slander defamation invasion of privacy or infringement of any patent copyright trademark or other proprietary right of any third party. If Customer provides artwork in any format to Company in connection with the production of disc label printing screening or packaging of discs hereunder any artwork must be received by Company prior to the commencement of work by Company. Customer takes sole responsibility for all delivery of Materials to Company and will be responsible for retrieving all Materials from Company hereunder. At Customers request and sole risk Company will store Materials as long as Company is providing services hereunder at any place that Company deems appropriate. After period of days days from the date on this Agreement storage charge of Insert Storage Charge Fee Amount will be assessed until such time that Customer retrieves such Materials from Company. Customer is responsible for removal of all Materials within thirty days of notification by Company. If Customer fails to remove Materials as requested Company shall have the right to. return the Materials at Customers sole expense to Customer at the address indicated on the last order placed by Customer or erase destroy or otherwise dispose of such Materials as Company sees fit without liability to Customer or any other person. 8. Specifications Programs Tools and Data. Company shall retain ownership to all production materials and tooling associated with the Product including masters glass masters film proofs blueline or other artwork prepress materials stampers and other tooling produced by Company. Company shall also retain all rights to all methods practices sketches specifications and computer programs used required for the performance of this Agreement excepting specifications or data that were developed by Company specifically for Customers use. 9. Export. Customer agrees not to export any Product in violation of any export control laws rules or regulations. 10. Risk of Loss. The Products shall remain the property of Company until shipment. Products held by Company at Customers request shall be held at Customers sole risk and responsibility.
11. Confidentiality. If Customer discloses confidential information to Company and clearly identifies such information in writing as confidential Company shall use reasonable care to ensure that such information is disclosed only to Companys employees or contractors requiring access to such information to render the services or manufacture Products requested by Customer. Nothing herein shall limit Companys right to use or disclose information that becomes available to the public without fault of Company is lawfully acquired by Company from third party is in the possession of Company at the time of disclosure by Customer or is developed by or on behalf of Company by persons who have not received Customers confidential information. 12. Force Majeure. Company will not be responsible for failure to fulfill its obligations under this Agreement if such failure is caused by circumstances beyond the reasonable control of Company or its suppliers or contractors including but not limited to acts of God availability of materials equipment failures strikes or other labor disturbances. 13. 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 partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 15. Cover Art.
Customer agrees there may be differences in printed and screen proofs of artwork and screened artwork on final mass duplicated CD ROMs. 16. Final Approval. A final proof will be provided to Customer prior to mass production or replication and or release of any Digital Media and identified to Customer as such. Customer assumes full responsibility to make sure that the final proof is correct in all capacities including but not limited to. grammar spelling information content artwork copyright and functionality. Company shall not be held responsible for errors and omissions. Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name By signator authorized signature or signer.
Job title of signator authorized signature or signer. Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Customer Initials Company Initials