D3v Website Maintenance Agreement
This Website Maintenance Agreement (the “Agreement”) is entered into as of September 20, 2020 (the “Effective Date”) by and between Developm3nt Group, a LLC (the “Developer”), and , a (the “Company,” and together with the Developer, the “Parties”).
Developer is acting as an independent contractor, and is not acting as an employee of Company. The Company desires Developer to enter into a WEB SITE MAINTENANCE AGREEMENT for the following websites:
Company is engaging Developer for the specific project of maintaining and/or improving an existing World Wide Web Site. The Company will establish a separate contract with an ISP or Web Hosting provider, or Developer will establish one on behalf of the Company. The Company hereby authorizes Developer to access this account, and authorizes the Internet Service Provider to provide Developer with “write permission” for the Company’s web page directory, CPanel, Databases, and any other directories or programs, which need to be accessed by Developer for this project.
What IS included in this agreement:
What is NOT included in this agreement:
Any services not covered under this agreement are available on a case by case basis for the discounted hourly rate at the discretion of the Developer.
Company agrees to compensate Developer via electronic payment as designated by the Developer or check for the amount(s) specified in the Exhibit A attached to this document.
This Agreement shall become effective as of the Effective Date and, unless otherwise terminated in accordance with the provisions of Section 4 of this Agreement, will continue until termination is initiated by either party pursuant to Section 4 of this Agreement (the “Term”).
The Company agrees to do each of the following:
Company understands, acknowledges and agrees that:
Additional services not listed herein will be provided for a fee set out in the Exhibit A attached to this document. Developer is not responsible for developing new content or writing new copy for the Company. The Company will be charged an additional fee for writing content, based on the hourly rate set out in the Exhibit A attached to this document.
The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Developer and Company acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
The Developer agrees to perform the Services hereunder solely as an independent contractor. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Developer is and will remain an independent contractor in its relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Developer’s compensation hereunder. The Developer shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either Party and a third party.
The Developer hereby warrants to the Company that, to the best of its knowledge, it is not currently obliged under any existing contract or other duty that conflicts with or is inconsistent with this Agreement. During the Term, the Developer is free to engage in other website development and administration activities; provided, however, the Developer shall not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Developer’s obligations or the scope of Services to be rendered for the Company pursuant to this Agreement.
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Company agrees that it is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Company’s exercise of Internet electronic commerce.
No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.
The Company may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of The Developer. The Developer reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.
A Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:
The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.
Any notice or other communication provided for herein or given hereunder to a Party hereto shall be via electronic mail (hereafter referred to as email) or in writing which shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties as follows:
If to the Company:
If to the Developer:
Developm3nt Group LLC
P.O. Box 270792
Littleton, CO 80127
Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
This Agreement shall be governed by the laws of the state of Colorado. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.
This Agreement, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
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Document Name: D3v Website Maintenance Agreement
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