your contracts very useful and have used them as part of doing business. The web site contracts worked really great as I had to present them to a clients attorney and he found them to be very concise and accurate."
DEVELOPMENT AGREEMENT company name address address city state or province zip or postal code Phone phone number DATE. current date Order WorkOrder Bill To.
company name city state or province zip or postal code Phone phone number For. What you are doing for the customer here Summary of Agreement Schedule HOURS RATE AMOUNT Insert Project Description TOTAL Project Job title of signator authorized signature or signer. Customer Approval Contact. Commence Date. delivery date Customer and company name hereby agree as follows incorporating the Schedule as Term. 1. Development of Web Site Digital Media. company name agrees to develop the Web Site and other Digital Media as quoted and accepted by Customer. Services do not include any back office support database or ASP services including multiplying the site across other domains or servers or creating new web sites or media based on the project components 2. Delivery of Web Site Digital Media. company name will carry out the services in professional manner and shall use reasonable endeavors to deliver to Customer an operational Web Site according with the Project Description no later than the Commencement Date. Customer acknowledges however that this delivery deadline is an estimate and is not required
3. Ownership Rights. Customer shall own all rights in the Customer Content which includes all text graphics animation audio components and digital components of the Web Site and Customer shall retain all of its intellectual property rights in any text images or other components it owns and transmits to company name for use in the Web Site. company name shall own all right title and interest in and to the Web Site Media including all interfaces navigational devices menus menu structures or arrangements icons help and other operational instructions and all other components of any source or object computer code that comprises the Web Site all literal and non literal expressions of ideas that operate cause create direct manipulate access or otherwise affect the Content and design elements. Customer shall not do anything that may infringe upon or in any way undermine company name right title and interest in the Web Site as described in this paragraph 3 4. Compensation. For all of company name services under this Agreement Customer shall pay company name one half the Price at the date of this Order and the balance of the Price at the Commencement Date unless otherwise provided in Schedule and if not paid company name shall have the right but not the obligation to terminate this Agreement and remove the Web Site and or Digital Media 5. Limited Warranty and Limitation on Damages. company name warrants the Web Site will conform to the Site Description. If the Web Site does not conform to the Site Specification company name shall be responsible to correct the Web Site without unreasonable delay at company names sole expense and without charge to Customer to bring the Web Site into conformance with the Site Description. Other than implied by law and not capable of being negated by agreement this warranty shall be the exclusive warranty available to the Customer. Customer waives any other warranty express or implied. Customer acknowledges that company name does not warrant that the Web Site will work on all platforms. Customer acknowledges that company name is not responsible for the results obtained by the Customer on the Web Site. 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 Price. company name accepts no liability for any damage loss of productivity or loss or alteration of matter detrimental to the users property due to the use of third party software or hardware installed or recommended by company name 6. Privacy. Parties agree that all issues concerning Privacy Act compliance are for Customer and company name gives no warranty or undertaking that the Site complies with or operates in accordance with the requirements of that legislation and Regulations thereunder. review for Privacy Act purposes can be obtained by company name for additional fee but will not be the subject of any warranty by company name as to its accuracy 7. Confidentiality. Customer and company name acknowledge and agree that the Specifications and all other documents and information related to the development of the Web Site the Confidential Information will constitute valuable trade secrets of company name. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without company names prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public on the Web Site when each page of the Web Site is first accessed
8. License. 8 Grant of License Customer. Customer hereby grants to company name non exclusive worldwide royalty free license to edit modify adapt translate Schedule publish transmit participate in the transfer of reproduce create derivative works from distribute perform display and otherwise use Customer Content as necessary to render the Services to Customer under this Agreement 8 Grant of License company name. company name hereby grants to Customer limited non exclusive non transferable license solely to make use of company name Materials which are incorporated in the Web Site and which are required for the operation of the Web Site solely to operate the Web Site on the Host Server. 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
PROJECT CANCELLATION AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Consultants and company name Customer Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Consultants hereby agree to cancel any and all work projects or labor as follows. 1. Cancellation of Services. Consultants shall cease any and all computer consulting services described below the Services or Work Product as well as any additional services that Customer has requested. Services include but are not limited to. a Enter Service or Work Product Description here
b Enter Service or Work Product Description here c Enter Service or Work Product Description here d Enter Service or Work Product Description here 2. Termination Obligations. Upon termination of this Agreement Consultants shall transfer and make available to Customer all property and materials in Consultants possession or subject to Consultants control that are the rightful property of Customer. The Consultant shall make every reasonable effort to secure all written or descriptive matter which pertains to the Services or Work Product and agrees to provide reasonable cooperation to arrange for the transfer of all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter Consultants shall immediately notify Customer of the details of the loss or destruction in writing and provide the necessary information for loss statement or other documentation to Customer. 3. Ownership Rights. The Consultant shall have ownership to all Consultants Materials. Consultants Material consists of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Sect Services and Exhibit Specifications
b Materials that are solely owned by Consultants or licensed to Consultants. c Materials that are incorporated into the Work Product or part of the Services. Additional material shall include but are not limited to. Insert details about additional material here. Consultant shall hold all right title and interest in and to Consultants Material. Customer shall not do anything that may infringe upon or in any way undermine Consultants right title and interest in the Consultants Material as described in this paragraph 4. Notwithstanding the above Consultant hereby grants Customer an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of Consultants Material for the purpose of
Insert purpose materials will be used for here. 4. Outstanding Final Compensation and Hold Harmless Agreements. For all of Consultants services rendered to Customer under any Previous Agreement Customer shall compensate Consultants in cash pursuant to the terms of Exhibit attached hereto. By accepting the terms of this offer and signing in the space provided below you hereby release and forever discharge and hold Customer its successors employers employees agents officers directors shareholders affiliates and insurers harmless of all claims suits or liability directly or indirectly related to your employment retainment of services or the termination of such services and specifically and without limitation any claims to pay in lieu of notice wrongful dismissal severance vacation bonus or overtime pay. This release includes but is not limited to all contract and tort claims between Customer and Consultants concerning Customers right to terminate its employees contractors and vendor agreements and claims or rights under local state and federal laws prohibiting employment discrimination. By signing below you agree that these terms represent full and final settlement of any and all claims you have arising out of your employment or contract employment by Customer. 5. Mutual Confidentiality. Customer and Consultants acknowledge and agree that the Specifications and all other documents and information related to the performance production creation or any expression of the services or work product are the property of Customer. Materials provided between Consultants and Customer the Confidential Information including but not limited to documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall be the exclusive property of the respected owner the Owning Party and will constitute valuable trade secrets. Both parties shall continue to keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without prior written consent from the owning party disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public or had been previously made available by the owning party in public venue. 6. Equipment and Expenses. If Customer has made available to Consultants for Consultants use in performing the services for Customer such items of hardware and software as Customer and Consultants may agree are reasonably necessary for such purpose Consultants are obligated to return all Customer property currently in their possession at time and place of Customers choice. The following equipment and or services have been made available to Consultants and are hereby required to be return to Customer.
a Insert Equipment or Services description here b Insert Equipment or Services description here c Insert Equipment or Services description here 7. Expenses. Consultants will not be reimbursed for any expenses incurred in connection with the Services or Work Product whether direct or indirect without the express written approval of Customer. 8. General Provisions. 8 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. 8 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. 8 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Consultants and their respective successors and assigns provided that Consultants may not assign any of his obligations under this Agreement without Customers prior written consent. 8 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. 8 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. 8 No Right to Assign. Consultants have no right to assign sell modify or otherwise alter this Agreement except upon the express written advance approval of Customer which consent can be withheld for any reason. Customer may freely assign its rights and obligations under this Agreement.
8 Attorneys 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 attorneys fees and costs including expert witness fees. 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 Consultant Initials
WEB SITE 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 Customer and collectively referred to as the Parties. WITNESSETH Whereas Developer is in the business of offering Internet services relating to development of sites on the World Wide Web portion of the Internet and is willing to provide services to Customer on the terms and subject to the conditions set forth below; and Whereas Customer desires to engage Developer and Developer desires to be engaged by Customer to provide Internet services on the terms and subject to the conditions set forth below. Now therefore the Parties hereby agree as follows. 1. Developer Services. Developer agrees to provide Customer with services for development of Web site on the World Wide Web portion of the Internet the Web Site as set forth or described in Schedule hereto the Web Site Services and to provide Customer 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 obligations of Developer if any to provide ongoing maintenance tasks for the Web Site shall be set forth and included as part of Additional Services on Schedule hereto Maintenance The Web Site Services and the Additional Services are hereinafter referred to collectively as the Services. Customer 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. Web Site Development and Transfer.
2 Specifications and Customer Content. Developer in consultation with Customer shall prepare detailed written specifications for the Web Site the Specifications. The Specifications shall consist of among other things design for the Web Site flow chart of the pages for the Web Site programming and interactive feature requirements and the placement of any content or other materials which are to be incorporated into the Web Site. The Specifications shall be subject to any restrictions or limitations set forth in Schedule or Schedule E. The Specifications which have been mutually agreed upon by the Parties in writing shall be attached hereto as Schedule and Schedule E. 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 Customer from the obligation of paying Developer for all fees due and owing Developer as of the date of such termination. 2 Delivery of Customer Content. Customer Content shall mean any materials provided by Customer for incorporation in the Web Site including but not limited to any images photographs illustrations graphics audio clips video clips or text. Customer shall deliver the Customer 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 Customer Content not set forth in the Specifications shall be charged as Additional Services. Customer shall promptly deliver all Customer Content to Developer as required by Developer. 2 Initial Version.
Upon Specifications being mutually agreed and upon Developers receipt of the Customer Content and any fees called for in Schedule hereto Developer shall commence tasks associated with the development of the initial version of the Web Site Initial Version and notify the Customer of the URL Uniform Resource Locator or other address of the Initial Version. Developer shall use combinations of technology as Developer in consultation with the Customer deems appropriate to develop the Web Site. 2 Revisions. Customer shall have days 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. If Customer wishes to implement any revisions to the Web Site that deviate in any material respect from the Specifications Customer 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 Customer for its written acceptance proposal for undertaking the applicable tasks and price quote reflecting all associated fees associated with Customers Change Order. Customer shall have days business days from receipt of such proposal to accept or reject Developers proposal in writing. If Customer 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. If Customer has not made any requests for revisions by the end of days 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 upon completion of implementation of such requests which were mutually agreed upon by the Parties under the revised Specifications the Web Site shall be deemed accepted by Customer Acceptance 2 Transfer. Upon Acceptance of the Web Site and payment of all fees called for in Schedule hereto Developer shall transfer the Web Site to the computer system owned and operated by Customer and or its designated third party contractor identified on Schedule hereto through which the Web Site may be accessed via the World Wide Web portion of the Internet the Host Server. 2 Work Order Forms.
Subsequent to the execution of this Agreement by the Parties in the event Developer and Customer 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 upon which each such Schedule 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 Customer. As between Customer and Developer Customer Content shall remain the sole and exclusive property of Customer 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 Customer Content except as provided in Section of this Agreement. 3 Proprietary Rights of Developer. Subject to Customers ownership interest in Customer 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 by Developer or its suppliers under this Agreement with the exception of original elements of audiovisual displays created hereunder specifically for Customer which shall be deemed to be part of Customer 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 Customer hereby transfers and assigns to Developer all rights title and interest which Customer may have in and to the Developer Materials. Customer acknowledges and agrees that Developer is in the business of designing and hosting Web sites and that Developer shall have the right to provide to third parties services which are the same or similar to the Services 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 of Developer and its suppliers including hypertext links related thereto on the Developer Materials and on the Web Site including developer attribution and hypertext links to Developers web sites and to change or update such notices from time to time upon notice to Customer. In no event may Customer remove or alter any Developer proprietary notice from the Developer Materials or the Web Site without Developers prior written consent. 4. License. 4 Grant of License Customer. Customer hereby grants to Developer non exclusive worldwide royalty free license to edit modify adapt translate Schedule publish transmit participate in the transfer of reproduce create derivative works from distribute perform display and otherwise use Customer Content as necessary to render the Services to Customer under this Agreement. 4 Grant of License Developer.
Developer hereby grants to Customer limited non exclusive non transferable royalty free license solely to make use of Developer Materials which are incorporated in the Web Site and which are required for the operation of the Web Site solely to operate the Web Site on the Host Server. Developer hereby reserves for itself all rights in and to the Developer Materials not expressly granted to Customer in the immediately foregoing sentence. In no event shall Customer use any trademarks or service marks of Developer without Developers prior written consent. Unless otherwise agreed to in writing by Developer the transfer or attempted transfer of the Web Site to any host server other than the Host Server shall automatically terminate the foregoing license. 5. Customer Content. 5 Accuracy and Review of Customer Content. Customer assumes sole responsibility for. acquiring any authorization necessary for hypertext links to third party Web sites; and the accuracy of materials provided to Developer including without limitation Customer Content descriptive claims warranties guarantees nature of business and address where business is conducted; and ensuring that the Customer Content does not infringe or violate any right of any third party including without limitation intellectual property rights and without violating any law. 5 Limitations on Customer Content.
Customer shall provide Customer 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 Customer to Developer which do not satisfy the foregoing requirements in this Section shall be deemed to be material breach of this Agreement. 6. Fees and Taxes. 6 Web Site Services Fees. In consideration for that portion of the Services to be rendered by Developer in connection with developing and finalizing the Specifications Customer 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 Customer Developer and Customer shall negotiate in good faith to agree on fees to be paid by Customer for the balance of the Services. Such agreed upon fees and associated payment schedules shall then be inserted on Schedule hereto under the heading Non Specification Fees the Non Specification Fees and initialed and dated by authorized representatives of each of the Parties. Customer shall pay the Non Specification Fees in accordance with the applicable payment schedule set forth in Schedule hereto provided that Developer expressly reserves the right to change the rates charged hereunder for the Services during any Renewal Term. In the event Developer and Customer 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 Maintenance Fees. To the extent that Developer is to provide Maintenance under Schedule hereto Customer shall pay for all Maintenance related tasks on time and materials basis as invoiced by Developer unless otherwise expressly provided on Schedule hereto. 6 Out of Pocket Expenses. Customer 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 Customer shall pay to Developer all fees for Additional Services on time and materials basis as invoiced by Developer. 6 Late Payment. Customer shall pay to Developer all fees not specifically itemised on Schedule within days of the date of the applicable Developer invoice. If Customer 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 the Developers other rights and remedies the 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 variable home loan lending rate of the Commonwealth Bank of Australia from time to time in force compounded quarterly. Such interest shall be paid on demand by the Developer. In addition failure of Customer 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. The Developer may withdraw the Web Site from the World Wide Web if hosted by or on behalf of the Developer forthwith in this event. Any such suspension does not relieve Customer from paying past due fees plus interest. Customer 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. Customer shall pay or reimburse Developer for all sales use transfer privilege excise value added tax goods and services 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 and Developers Services under this Agreement shall be performed with reasonable skill and care. Developer further warrants to Customer that 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 Customer or its agent have modified the Web Site in any manner or if the Web Site incorporates unauthorized third party materials through framing or otherwise. the Web Site will conform to the Specifications. If the Web Site does not conform to the Specifications Developers shall be responsible to correct the Web Site without unreasonable delay at Developers sole expense and without charge to Customer to bring the Web Site into conformance with the Specifications. Customer waives any other warranty express or implied. Customer acknowledges that Developers do not warrant that the Web Site will work on all platforms. Customer acknowledges that Developers are not responsible for the results obtained by the Customer on the Web Site. 7 Customer Warranties. Customer represents and warrants that Customer has the power and authority to enter into and perform its obligations under this Agreement Customer Content does not and shall not contain any content materials advertising or services that are inaccurate or that infringe on 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 Customer owns the Customer Content or otherwise has the right to place the Customer Content on the Web Site and Customer has obtained any authorization necessary for hypertext links from the Web Site to other third party Web sites. 7 Disclaimer of Warranty. Except for the limited warranties set forth in Section 7. developer makes no warranties hereunder and developer expressly disclaims all other warranties express or implied including without limitation warranties of merchantability and fitness for particular purpose. 8. Indemnification. 8 Customer.
Customer 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 Customers representations warranties or agreements hereunder; arises out of the negligence or wilful misconduct of Customer; or i any of the Customer Content to be provided by Customer hereunder or other material on the Web Site 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 licenses. This indemnity survives the termination or expiration of this agreement. 8 Notice. In claiming any indemnification hereunder the Developer shall promptly provide the Customer with written notice of any claim which the Developer believes falls within the scope of the foregoing paragraph. Customer 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. Limitation of Liability. 1 The Developer shall indemnify the Customer and keep the Customer fully and effectively indemnified on demand 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 Developer its employees agents or sub contractors or by any defect in the design or workmanship or supply of the Web Site Services. 2 The Customer shall indemnify the Developer and keep the Developer fully and effectively indemnified on demand 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 Customer its employees agents or sub contractors. 3 Except in respect of injury to or death of any person for which no limit applies the respective liability of the Developer and the Customer under sub clauses and in respect of each event or series of connected events shall not exceed the total value of fees payable pursuant to Schedule for the services to be supplied if the contract was performed in full. 4 Notwithstanding anything else contained in this Agreement the Developer shall not be liable to the Customer for loss of profits or contracts or other indirect or consequential loss whether arising from negligence breach of contract or howsoever. 5 The Developer shall not be liable to the Customer for any loss arising out of any failure by the Customer to keep full and up to date security copies of the Web Site 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 Web Site to the Host Server howsoever such delay may be caused.
6 The provisions of this clause survive the termination or expiration of this agreement. 10. Termination. 10 Term. This Agreement shall be commenced when signed by the Parties and thereafter shall remain in Effect until the Developer delivers to the Customer an operational Web site in accordance with the Specifications in and milestones if any set out in Schedule and Schedule E. Customer 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 Customer must make required payments as per 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 an administration order 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 Customers premises and recover any equipment and materials the property of the Developer and so that the Customer 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 Customer shall entitle the Customer 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 Customer 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 in England 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 first class 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 New South Wales Australia. 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 Customer. 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. Customer Identification. Developer may use the name of and identify Customer as Developer Customer in advertising publicity or similar materials distributed or displayed to prospective customers.
23. Force Majeure. Except for the payment of fees by Customer 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 dot 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 Customer and Developer gives no warranty or undertaking that the Site 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 Customer Initials Developer Initials