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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
company name Change Order company name address address city state or province zip or postal code
Phone phone number Fax fax number DATE. current date Order contract reference number Bill To. company name address address city state or province zip or postal code Phone phone number Fax fax number For.
Invoice. Product and or Service Billing. Hourly. hourly rate Fixed Rate. fixed rate Other.
Please provide detailed description of the changes that you would like made to your project. Be as specific as possible. Provide the exact page frame location on the page frame and what corrections need to be made. To avoid duplication and confusion please list all of your corrections on this form. You may attach additional forms as necessary. Agreements PAYMENT TERMS. Net days. 1. 5% Interest monthly on accounts past due days. ACCEPTANCE OF AGREEMENT. The above prices specifications and conditions are hereby accepted. The designer is authorized to execute the project or provide software as outlined in this Agreement. Payment will be made as proposed above. Clients signature Title
company name Contract Addendum company name address address city state or province zip or postal code Phone phone number Fax fax number DATE. current date
Order contract reference number Bill To. company name address address city state or province zip or postal code Phone phone number Fax fax number For. Invoice. Product and or Service
Addendum. Contract #contract reference number Additional Services The following is request to amend the previous established and contracted relationship between company name and company name and is to act as an addendum to any existing contract or relationship established between the two parties. Authorized changes may also impact delivery dates and milestones. The undersigned party desires company name to provide the following additional goods and services. Total. Delivery Date Milestone Impact. 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 of the parties hereto. Binding Effect. 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 Customers prior written consent. PAYMENT TERMS. Net days. 1. 5% Interest monthly on accounts past due days. ACCEPTANCE OF AGREEMENT. The above prices specifications and conditions are hereby accepted. The designer is authorized to execute the project or provide software as outlined in this Agreement. Payment will be made as proposed above.
Customers signature Title Date Developers signature Title Date
company name Project Acceptance Signoff address address city state or province zip or postal code Phone phone number DATE. current date Order WorkOrder
Client. company name city state or province zip or postal code Phone phone number For. General Description of Project Deliverables Please initial the following sections which detail the projects deliverables contracted between company name and company name and sign the Acceptance of Agreement at the bottom of this document. Initials Description of Completed Milestone
Acceptance of Milestone #1 description here Acceptance of Milestone #2 description here Acceptance of Milestone #3 description here Acceptance of Milestone #n description here Acceptance of Project per Contract Specifications. ACCEPTANCE OF AGREEMENT. I certify that have received the above project deliverables from company name and that the deliverables listed above have been demonstrated delivered or otherwise completed to my satisfaction. Best Practice Note. If billing by credit card the above line should include permission to charge their credit card. This helps reduce your chargeback exposure. Example. Florentine Design Group LLC may now charge the final installment of 390 to AMEX ************345 for completion of the project. Clients signature
CD ROM DEVELOPMENT AGREEMENT THIS AGREEMENT is made this current day day of current month current year 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. 4 Grant of Licence Client. Client hereby grants to Developer non exclusive worldwide royalty free licence to edit modify adapt translate schedule publish transmit participate in the transfer of reproduce create derivative works from distribute perform display and otherwise use Client Content as necessary to render the Services to Client under this Agreement. 4 Grant of Licence Developer. Developer hereby grants to Client limited non exclusive worldwide non transferable royalty free licence solely to make use of such of the Developer Materials which are incorporated in the Presentation and which are required for the operation of the Presentation. This licence does not include any source code forming part of the Developer Material. Developer hereby reserves for itself all rights in and to the Developer Materials not expressly granted to Client in the immediately foregoing sentence. In no event shall Client use any trademarks or service marks of Developer without Developers prior written consent. 5. Client Content. 5 Accuracy and Review of Client Content.
Client assumes sole responsibility for. the accuracy of materials provided to Developer including without limitation Client Content descriptive claims warranties guarantees nature of business and address where business is conducted; and ensuring that the Client Content does not infringe or violate any right of any third party including without limitation intellectual property rights and does not violate any law. 5 Limitations on Client Content. Client shall provide Client Content that does not contain any content or materials which are obscene threatening malicious which infringe on or violate any applicable law or regulation or any proprietary contract moral privacy or other third party right or which otherwise expose Developer to civil or criminal liability. Any such materials provided by Client to Developer which do not satisfy the foregoing requirements in this clause shall be deemed to be material breach of this Agreement. 6. Fees and Taxes. 6 Presentation Services Fees. In consideration for that portion of the Services to be rendered by Developer in connection with developing and finalizing the Specifications Client shall pay to Developer upon execution of this Agreement the fees identified in Schedule hereto under the heading Specification Fees the Specification Fees unless otherwise agreed and set out in Schedule A. Upon Acceptance of the Specifications by Client Developer and Client shall negotiate in good faith to agree on fees to be paid by Client for the balance of the Services. Such agreed upon fees and associated payment schedules shall then be inserted in Schedule hereto under the heading Non Specification Fees the Non Specification Fees and initialed and dated by authorized representatives of each of the Parties. Client shall pay the Non Specification Fees in accordance with the applicable payment schedule set forth in Schedule hereto. In the event Developer and Client are unable to agree on Non Specification Fees following completion of the Specifications and after negotiating in good faith either Party may terminate this Agreement upon days prior written notice to the other Party. 6 Out of Pocket Expenses. Client shall pay or promptly reimburse Developer for any out of pocket expenses including without limitation travel and travel related expenses incurred by Developer in connection with the performance of the Services.
6 Additional Services Fees. Unless otherwise agreed by the Parties in writing on Schedule hereto Client shall pay to Developer all fees for Additional Services on time and materials basis as invoiced by Developer. 6 Late Payment. Client shall pay to Developer all fees not specifically itemised on Schedule within days of the date of the applicable Developer invoice. If Client fails to pay any fees within days from the date due according to Schedule or within days from the date of an invoice where applicable then without prejudice to Developers other rights and remedies Developer reserves the right to charge interest on such sum on day to day basis as well after as before any judgment from the date or last date for payment thereof to the date of actual payment both dates inclusive at the rate of 2% above the base rate of Royal Bank of Scotland plc or such other London Clearing Bank as Developer may nominate from time to time in force compounded quarterly. Such interest shall be paid on demand by Developer. In addition failure of Client to fully pay any fees within days after the applicable due date shall be deemed material breach of this Agreement justifying suspension of the performance of the Services by Developer and will be sufficient cause for immediate termination of this Agreement by Developer. Any such suspension does not relieve Client from paying past due fees plus interest. Client shall be liable for any costs associated with such fee recovery including but not limited to legal costs court costs and collection agency fees.
6 Taxes. Client shall pay or reimburse Developer for all sales use transfer privilege excise value added tax and all other taxes and all duties whether international national state or local however designated which are levied or imposed by reason of the performance by Developer under this Agreement; excluding however income taxes on profits which may be levied against Developer. 7. Warranties. 7. Developer Warranties. Developer represents and warrants that Developer has the power and authority to enter into and perform its obligations under this Agreement; Developers Services under this Agreement shall be performed with reasonable skill and care; to the best of Developers knowledge the Developer Materials do not and will not infringe or be misappropriations of the property rights of third parties provided however that Developer shall not be deemed to have breached such warranty to the extent that Client or its agent have modified the Presentation in any manner or if the Presentation incorporates unauthorized third party materials through framing or otherwise; the Presentation will conform to the Specifications subject to the qualifications in this agreement. If the Presentation does not conform to the Specifications Developer shall be responsible to correct the Presentation without unreasonable delay at Developers sole expense and without charge to Client to bring the Presentation into conformance with the Specifications. Client waives its right to rely on any other warranty express or implied. Client acknowledges that Developer is not responsible for the results obtained by the Client from the Presentation.
7. Except for Client Content Developer warrants that everything Developer delivers to Client on the Presentation and the tools used to create the Presentation are legally owned or licensed to the Developer. 7. Despite clause 7. Developer is not responsible for fixing problems in the Presentation once Acceptance has occurred and replication has commenced. Any costs incurred by Developer in addressing such problems and re application costs requested by Client in such circumstances are the Clients responsibility. 7 Client Warranties. Client represents and warrants that Client has the power and authority to enter into and perform its obligations under this Agreement Client Content does not and shall not contain any content materials advertising or services that are inaccurate or that infringe or violate any applicable law regulation or right of third party including without limitation export laws or any proprietary contract moral or privacy right or any other third party right and that Client owns the Client Content or otherwise has the right to place the Client Content on the Presentation and Client has obtained any authorizations necessary for hypertext links from the Presentation to other third party presentations. 7 Disclaimer of Warranty. Except for the limited warranties set forth in Clause 7. Developer to the extent permitted by the law makes no warranties hereunder and Developer to the extent permitted by law expressly disclaims all other warranties express or implied including without limitation warranties of merchantability and fitness for particular purpose. All Developer warranties expire days after the services to which they relate have been delivered. 7 Expiration of Services Related to Project.
Any externally linked services provided by Developer that the CD Rom may require including but not limited to tracking features email hosting forwarding autoresponders submission forms expire days from the date of this Agreement. External services related to CD Roms and Presentations which are created by the Developer are not represented to be fully functional in areas requiring access to Internet services after days from the date of this Agreement and may require an updated version to be created at extra cost which may include the cost of reduplication. The Developer is not liable at any time for any damages resulting from any third party services the CD Rom or Presentation may use or changes made to externally linked services that are not provided directly by Developer. Developer will make every effort to test any third party or externally linked resources that the Client requires and will validate to the Client that all externally linked services are present and in working condition prior to signoff and replication. Developer is not responsible for maintaining any of the data features or reports that third party services may provide. 8. Indemnification by Client. Client agrees to indemnify defend and hold harmless Developer its directors officers employees and agents and defend any action brought against same with respect to any claim demand cause of action debt or liability including reasonable legal fees to the extent that such action is based upon claim that. if true would constitute breach of any of Clients representations warranties or agreements hereunder; arises out of the negligence or wilful misconduct of Client; or i any of the Client Content to be provided by Client hereunder or other material on the Presentation infringes or violates any rights of third parties including without limitation rights of publicity rights of privacy patents copyrights trademarks database rights trade secrets and or licences. This indemnity survives the termination or expiration of this Agreement. To the extent permitted by law Clients liability will not exceed the amount actually paid by Client to the Developer under this Agreement. 8 Notice. In claiming any indemnification hereunder the Developer shall promptly provide the Client with written notice of any claim which the Developer believes falls within the scope of the foregoing paragraph. Client may at its own expense assist in the defense if it so chooses provided that the Developer shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Developer shall not be final without the Developers written consent which shall not be unreasonably withheld. 9. Injury to Property or Person Indemnity; Limitation of Liabilities. 9 Subject to the terms of this Agreement the Developer shall indemnify the Client and keep the Client fully and effectively indemnified against any loss of or damage to any property or injury to or the death of any person caused by any negligent act or omission or wilful misconduct of the Developer its employees agents or sub contractors. 9 The Client shall indemnify the Developer and keep the Developer fully and effectively indemnified against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of the Client its employees agents or sub contractors.
9 Subject to the provisions of clause Developer makes no representations or warranties whatsoever regarding hardware or software compatibility Y2K issues operating system compatibility and or any and all improper use of the Presentation by an end user individual or other third party. 9 Notwithstanding anything else contained in this Agreement the Developer shall not be liable to the Client for loss of profits or contracts or other indirect or consequential loss whether arising from negligence or breach of contract or otherwise. 9 The Developer shall not be liable to the Client for any loss arising out of any failure by the Client to keep full and up to date security copies of the Presentation computer programs and data it uses in accordance with best computing practice. Neither will the Developer be liable for any delay in delivery of the Presentation to the Client howsoever such delay may be caused. 9 The provisions of this clause survive the termination or expiration of this Agreement. 10. Termination. 10 Term. This Agreement shall commence when signed by the Parties and thereafter shall remain in effect until the Developer delivers to the Client an operational Presentation in accordance with the Specifications in and milestones if any set out in Schedule and Schedule F. Client acknowledges however that any delivery deadline and the other payment milestones listed in Schedule and Schedule are estimates and are not required delivery dates. In relation to these dates time shall not be of the essence and the Client must make required payments as set out in Schedule in any event. 10 Termination. 1 This Agreement may be terminated forthwith by either party on giving notice in writing to the other if the other party shall have receiver liquidator or administrator appointed or shall pass resolution for winding up otherwise than for the purpose of bona fide scheme of solvent amalgamation or reconstruction or court of competent jurisdiction shall make an order to that effect or if the other party shall become subject to administration or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business or in the case of an individual shall be adjudicated bankrupt.
2 Any termination under sub clause shall discharge the parties from any liability for further performance of this Agreement and in the case of termination by the Developer shall entitle the Developer to enter any of the Clients premises and recover any equipment and materials the property of the Developer and to that end the Client hereby irrevocably licenses the Developer its employees and agents to enter any such premises for that purpose and also to be paid reasonable sum for any work carried out by it prior to such termination and in the case of termination by the Client shall entitle the Client to be repaid forthwith any sums previously paid under this Agreement whether paid by way of deposit or otherwise and to recover from the Developer the amount of any direct loss or damage sustained or incurred by the Client as consequence of such termination. 3 Any termination of this Agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. 11. Designated Contact. Each party shall designate one person who will act as the primary liaison for all communications regarding the Services to be rendered by Developer hereunder. 12. Waiver of Remedies. No forbearance delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as waiver of any subsequent breach and no right power or remedy herein conferred upon or reserved for either party is exclusive of any other right power or remedy available to that party and each such right power or remedy shall be cumulative.
13. Entire Agreement. This Agreement supersedes all prior agreements arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof. No addition to or modification of any provision of this Agreement shall be binding upon the parties unless made by written instrument signed by duly authorised representative of each of the parties. 14. Assignment. Save as expressly provided in this Agreement neither party shall assign or otherwise transfer this Agreement or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the other. 15. Notices.
All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address as the recipient may designate by notice given in accordance with the provisions of this Clause. Any such notice may be delivered personally or by first class pre paid letter or facsimile transmission and shall be deemed to have been served if by hand when delivered if by post hours after posting and if by facsimile transmission when despatched. 16. Interpretation. In this Agreement. 1 Words importing the singular include the plural words importing any gender include every gender and words importing persons include bodies corporate and unincorporate; and in each case vice versa; 2 Any reference to party to this Agreement includes reference to his successors in title and permitted assigns; 3 The headings to the Clauses are for ease of reference only and shall not affect the interpretation or construction of this Agreement. 17. Law. This Agreement shall be governed by and construed in accordance with the laws of England.
18. Disputes. Any dispute which may arise between the parties concerning this Agreement shall be determined by the English Courts and the parties hereby submit to the exclusive jurisdiction of the English Courts for such purpose. 19. Severability. Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable the other provisions of this Agreement and the remainder of the provision in question shall remain in full force and effect. 20. Independent Contractors.
Developer and its personnel in performance of this Agreement are acting as independent contractors and not employees or agents of Client. 21. Amendments. No amendment change waiver or discharge hereof shall be valid unless in writing and signed by the party against which such amendment change waiver or discharge is sought to be enforced. 22. Client Identification. Developer may use the name of and identify Client as Developer client in advertising publicity or similar materials distributed or displayed to prospective clients of Developer.
23. Force Majeure. Except for the payment of fees by Client if the performance of any part of this Agreement by either party is prevented hindered delayed or otherwise made impracticable by reason of any flood fire judicial or governmental action labour disputes act of God or any other causes beyond the control of either party that party shall be excused from such to the extent that it is prevented hindered or delayed by such causes. 24. Privacy. Parties agree that all issues concerning Privacy Act compliance are for Client and Developer gives no warranty or undertaking that the Presentation complies with or operates in accordance with the requirements of that legislation and Regulations thereunder. review for Privacy Act purposes can be obtained by Developer for an additional fee but will not be the subject of any warranty by Developer as to its accuracy. IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives on 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 Client Initials Developer Initials