Comware International Agreement for Web Development Services (SAMPLE) by ler15282

VIEWS: 27 PAGES: 6

									                                                                                          Revision: June 7, 2010
Comware International Inc.
P.O. Box 410
Solvang, CA 93464
(805) 686-1262

     Comware International Agreement for Web Development, Consulting, and
                         Software Services (SAMPLE)

Name and Address of Customer:                         Contact Information:

   Customer Name, Inc. (“Customer”)                       Bus. Phone: 805-686-1262
   Customer Street Address                                Cell Phone: 805-555-1212
   Customer City, ST, Zipcode                             Email: customer@domain.com

Comware International Inc. (“Comware”), a California Corporation, and Customer agree that the
following terms and conditions will apply to an order for Web Design, Consulting, or Software
Development Services under this Agreement:

ARTICLE 1. DEFINITIONS

A. “Client Properties” shall mean all text, pictures, sound, graphics, video, and other data supplied by
Customer to Comware.

B. “Developer Properties” shall mean the Work Product except for the Client Properties.

C. “Work Product” shall mean all HTML and/or Javascript files, graphics files, animation files, data
files, programming in object code form, all documentation, and each and every deliverable developed
by the Web Site Developer and delivered to Client in accordance with the terms and conditions of this
Agreement, excluding Client Properties.

D. “Web Server” means the computer or computers that Developer uses to make Web Sites accessible
to Internet users approximately 24 hours per day.

E. “Web Site” means a series of interconnected Web Pages residing on a single Web Server.

F. “Internet” means the world-wide network of computers commonly understood to provide some or
all of the following features, among aothers: electronic mail, file transfer, Telnet access to local and
remote computers, and World Wide Web access.

G. “World Wide Web” means all of the Web Pages that are accessible to a typical computer user with
appropriate access to the Internet and a Web Browser.

H. “Code” means computer source code in C or PHP, executable object code, JavaScript, CSS, images
(.jpg, .gif, .png, and .tif files) or HTML formatting code.
Comware International, Agreement for Web, Consulting, and Software , Customer Name, July 20, 2009   Page 2


I. “Deliverables” means all Code, documentation, reports, or other materials developed by Comware in
the course of its performance under this Agreement, and other items necessary for the operation of
Customer’s Web Site with the exception of third-party system software, operating system software, or
server computer program source code.

J. “Server Software” means any computer programs running on an Internet Service Provider or
computer service which provides hosting for the Web Site.

K. “ Software Application” means computer programming code originally written or modified from
Customer-provided or “Open Source” software on a custom basis to achieve some purpose as specified
by the Customer.


ARTICLE 2. SERVICES

The services to be provided by Comware to Customer shall be on a best-efforts basis and shall consist
of the following ("The Services"), as defined in a Supplement to this Agreement (“Supplement”),
consisting of:

    •   Development of websites, including the tasks of initial design, graphic arts, photo editing, new
        site setup, content (text and graphics) creation, site editing, promotion, search engine
        submission and optimization, database setup and programming and site administration.

    •   Consulting activities to assist in assembly or installation of hardware or software or in isolating
        network problems, or in system analysis of requirements, or design of hardware/software
        systems..

    •   Software development of customized programs or modifications of existing programs on either
        a server or client computer.


ARTICLE 3. AUTHORIZATION FOR WORK

Customer shall authorize activity on a specified task or tasks by means of a signed Supplement,
specifying tasks to be performed, limits on costs, and payment terms. This activity shall specify the
estimated total number of man-hours of the task, the hourly rate, any advance payment (“Retainer”),
estimated calendar time and target completion date.

This is a “best efforts” contract and not a “fixed price” contract for delivery of a product. The
estimates provided are based on initial discussions, and are renegotiable after the start of a project to
change the total pricing if there is a significant change in scope that is discovered after the start of
work. The total price limits the amount of hours authorized for any given task specified in a
Supplement, and billing is based on actual hours worked.

Since billing is based on actual hours worked, if a task results in less than the estimated amount, then
the cost is computed accordingly, and the Supplement is completed accordingly. If the task is larger,
Comware International, Agreement for Web, Consulting, and Software , Customer Name, July 20, 2009   Page 3


Comware, at its sole discretion, may choose to continue to complete the task, or request a
renegotiation with Customer through an adjustment of the associated Supplement.

In the event Comware continues to work without renegotiation, Comware will not be held liable for
any uncompleted work under any task in this Supplement. In such case, it will continue to indicate
any effort expended without extending any cost to Customer through issue of invoices with associated
invoices and matching credit memos. (Such information is provided to the Customer is for
information purposes only.)

If Comware chooses to cease work on the effort defined in the Supplement and the Supplement has not
been renegotiated, Comware will not be held liable for such uncompleted work


ARTICLE 4. FEES AND PAYMENT FOR SERVICES AND EXPENSES

In consideration for the performance of the Services, Comware shall receive a fee computed at the
rates per hour as set forth in any Supplement to this Agreement. The rates shall be payable for all time
expended in the performance of the Services, excluding time for travel.

On the fifteenth and on the last day of each month (“semi-monthly”, or earlier if the Services have
been completed), Comware will submit a bill (“Invoice”) to the Customer for all Services performed
according to the Supplement. Within thirty (30) calendar days, Customer will pay Comware the
amount of the fees payable for that Invoice pursuant to the associated Supplement.

Comware reserves the right to suspend work on a project in the event payment has not been received
per the above terms without terminating this agreement. If work is suspended, Comware will notify
Customer in writing or email, and Customer may re-negotiate scheduled delivery dates as specified in
the associated Supplement.

Start of work is initiated by an advance payment (“Retainer”) in the form of approximately 33% of the
estimated cost of services to be provided as specified in the Supplement. (Such Retainer is invoiced
by Comware under the category “Advance Payment”.) If the cost equals or exceeds the amount
estimated in the Supplement, the Retainer amount will be applied as payment for services. In the
event the cost does not exceed the amount estimated in the Supplement, completion of tasks will
result in a refund to Customer of the unused Advance Payment, or, at Customer’s discretion and
notification in writing or email, may be applied to a subsequent Supplement for further work.

If services are provided at a remote site, travel expenses are billed based on: a) actual airfare cost
(approved by Customer in advance in writing or by email), hotel and reasonable living costs, compact
rental car; or b) if one-way mileage is beyond 50 statute miles (as approved in advance in writing or
email by Customer) auto reimbursement may be invoiced at a rate of $.50 (50 cents) per statute mile
for actual miles driven. Invoice will be issued to Customer as of the date of completion of travel, or
as soon as reasonably possible. In either of these cases, payment of travel expenses will be made by
Customer within 30 calendar days of the invoice date.
Comware International, Agreement for Web, Consulting, and Software , Customer Name, July 20, 2009   Page 4




ARTICLE 5. OWNERSHIP AND RIGHTS

Except as set forth below, all elements of all Deliverables shall be exclusively owned by Customer and
shall be considered works made for hire by Developer for Customer. Customer shall exclusively own
all United States and International copyrights and all other intellectual property rights in the
Deliverables.

In the event any portion of any Deliverable (including the entirety thereof) constitutes a preexisting
work for which Comware cannot grant to Customer the rights set for the above, Comware shall
specify: the nature of such preexisting work; its owner; and any restrictions or royalty terms.

Anything to the contrary herein notwithstanding, all rights to Server Software used in the development
or hosting of the Web Site, including existing and modified versions of such software, shall remain the
sole intellectual property of Comware or other such party which is holder of applicable Copyrights.
No rights or licenses for Server Software are granted hereunder. Any license of rights to Server
Software, if any, is to be the subject of a separate agreement.


ARTICLE 6. CONFIDENTIALITY

Comware and Customer agree that all business and trade information that is designated as confidential
by the other party shall be maintained in the strictest confidence both during and after the term of this
agreement so long as the information is confidential. Except as required by law, Comware and
Customer shall not reveal the confidential information of the other party to any third party.


ARTICLE 7. INDEPENDENT CONTRACTOR

It is understood that Comware is an independent contractor in the performance of this agreement, and
none of Comware's employees or its owner(s) are employees of Customer.


ARTICLE 8. TERMINATION

Customer may, at its option, terminate the activity of any Supplement at any time and for any reason
upon two calendar weeks prior written notice to Comware, provided that Customer pays all fees
payable for Services rendered by Comware up to and including the date of termination.

Upon receipt of the notice of termination, Comware shall, to the extent possible and upon consultation
with Customer, conclude the performance of the Services within the quoted hours in the Supplement.

Comware may, at its option, terminate the activity of any Supplement at any time and for any reason
upon two calendar weeks prior written notice to Customer.
Comware International, Agreement for Web, Consulting, and Software , Customer Name, July 20, 2009   Page 5




ARTICLE 9. WARRANTY - LIMITATION OF LIABILITY

COMWARE DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT
TO THE SERVICES AND THE HTML CODE, PROGRAMS, USER MANUALS, SYSTEM
DOCUMENTATION AND THE OTHER MATERIALS DELIVERED PURSUANT TO THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL
COMWARE BE LIABLE FOR ANY LOST PROFITS OR OTHER INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF USE OR PERFORMANCE OF THE
PROGRAMS, USER MANUALS, OR SYSTEM DOCUMENTATION DELIVERED
HEREUNDER.


ARTICLE 10. MISCELLANEOUS

a)     Notices - any notice required by this agreement shall be given in writing addressed as set forth
below and delivered by postal mail or fax, or delivered by email with a copy via postal mail.

b)       Severability - If any term, provision, covenant, or condition of this agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the rest of the agreement shall remain
in full force and effect.

c)      Entire Agreement - This instrument contains the entire agreement of the parties relating to the
rights granted and obligations assumed in this instrument and no modification shall be effective unless
set forth in a written instrument signed by both parties.

d)      Counterparts - The parties may execute this agreement in two counterparts which shall in the
aggregate be signed by both parties. Each counterpart shall be deemed an original instrument as
against any party which has signed it.

e)     Nonassignment - Neither party shall assign this agreement or any rights hereunder without the
prior written consent of the other party.

f)      Choice of Law - The interpretation, construction, and enforcement of this agreement shall be
governed by the laws of the State of California., subject to the laws, rules or regulations of the United
States to the extent applicable.
Comware International, Agreement for Web, Consulting, and Software , Customer Name, July 20, 2009   Page 6




Signed,
                 Customer Name, Customer

        by:

        Title:

        Dated:




Signed,

        Comware International, Inc.


        by:


        Title:


        Dated:

								
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