This Contract is between representing (the "Client") and 9 1 5 Web Design LLC (the "Contractor").
1.1 Project. The Client is hiring the Contractor to create a website representing crossfit1013.com that can get found on search with optimized content, images, and graphics. When the project is complete, The Client will have a WordPress website ready to be published online.
1.2 Schedule. The Contractor will begin when this contract is signed and continues until the work is completed. This Contract can be ended by either Client or Contractor at any time, under the terms of Section 6, Term and Termination.
1.3 Payment. The Client will pay a $10000 deposit and $1000 when the website is complete. This deposit is non-refundable.
1.6 Support. The Contractor will not provide ongoing support for any deliverable once the Client accepts it unless otherwise agreed in writing.
2.1 Client Owns All Work Product. As part of this job, the Contractor is creating a "work product" for the Client. To avoid confusion, the work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, emails, email content, and anything else that the Contractor creates as part of this project. The Contractor hereby gives the Client this work product once the Client pays for it in full. This means the Contractor is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants, or it can decide not to use it. The Client, for example, can modify, destroy, or sell it as it sees fit.
2.2 Contractor's Use Of Work Product. Once the Contractor gives the work product to the Client, the Contractor does not have any rights to it, except those that the Client explicitly gives the Contractor here. The Client gives permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.
2.3 Contractor's IP That Is Not Work Product. During the course of this project, the Contractor might use intellectual property that the Contractor owns or has licensed from a third party but that does not qualify as a "work product." This is called "background IP." Possible examples of background IP are pre-existing marketing strategies, code, type fonts, properly-licensed stock photos, proprietary marketing practices, and web application tools.
The Contractor is not giving the Client this background IP. But, as part of the Contract, the Contractor is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client's products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Contractor cannot take back this grant, which does not end when the Contract is over.
2.4 Contractor's Right To Use Client IP. The Contractor may need to use the Client's intellectual property to do its job. For example, if the Client is hiring the Contractor to build a website, the Contractor may have to use the Client's logo. The Client agrees to let the Contractor use the Client's intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Contractor's job. Beyond that, the Client is not giving the Contractor any intellectual property rights unless specifically given by the Client in written form.
The Contractor won't work for a Client competitor until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses distributes, or provides products or services that are substantially similar to the Client's products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Contractor asks for permission beforehand and the Client agrees to it in writing. If the Contractor uses employees or subcontractors, the Contractor must make sure they follow the obligations in this paragraph, as well.
The Contractor won't try to hire away any of the Client's employees during this Agreement and for 12 months. The Contractor also won't try to get any of the Client's current or prospective customers or vendors to stop doing business with the Client during the term of this Agreement and for 12 months after.
5.1 Overview. This section contains important promises between the parties.
5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and perform all its obligations under it.
5.3 Contractor Has Right To Give Client Work Product. The Contractor promises that it owns the work product, that the Contractor can give the work product to the Client, and that no other party will claim that it owns the work product.
5.4 Contractor Will Comply With Laws. The Contractor promises that the manner it does this job, its work product, and any background IP it uses to comply with applicable laws and regulations.
5.5 Work Product Does Not Infringe. The Contractor promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Contractor has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Contractor has entered into or will enter into with someone else.
5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Contractor if the Contractor has questions regarding this project, and to provide timely feedback and decisions.
5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Contractor with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.
This Contract is ongoing until ended by the Client or the Contractor. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Contractor must immediately stop working as soon as it receives this notice unless the notice says otherwise. The Client will pay the Contractor for the work done until the Contract ends and will reimburse the Contractor for any agreed-upon, non-cancellable expenses. The following sections don't end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).
The Client is hiring the Contractor as an independent contractor. The following statements accurately reflect their relationship:
8.1 Overview. This Contract imposes special restrictions on how the Client and the Contractor must handle confidential information. These obligations are explained in this section.
8.2 The Client's Confidential Information. While working for the Client, the Contractor may come across, or be given, confidential Client information. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other private information. The Contractor promises to treat this information as if it is the Contractor's confidential information. The Contractor may use this information to do its job under this Contract but not for anything else.
8.3 Third-Party Confidential Information. It's possible the Client and the Contractor each have access to confidential information that belongs to third parties. The Client and the Contractor each promise that they will not share with the other party confidential information that belongs to third parties unless it is allowed to do so.
Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Contractor, or both. For example, if the Client gets sued for something that the Contractor did, then the Contractor may promise to come to the Client's defense or to reimburse the Client for any losses.
10.2 Client Indemnity. In this Contract, the Contractor agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Contractor has done under this Contract; (ii) a breach by the Contractor of its obligations under this Contract; or (iii) a breach by the Contractor of the promises it is making in Section 5 (Representations).
10.3 Contractor Indemnity. In this Contract, the Client agrees to indemnify the Contractor (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
11.1 Assignment. This Contract applies only to the Client and the Contractor. The Contractor cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client's written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Contractor's permission.
11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
11.3 Modification; Waiver. To change anything in this Contract, the Client and the Contractor must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notifications.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgment of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00 pm on a business day at the location specified in the address for that party or on a day that is not a business day, then the notice is considered received at 9:00 am on the next business day.
11.5 Severability. This section deals with what happens if a portion of the Contract is unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of it is still enforceable.
11.6 Signatures. The Client and the Contractor may sign this document using online e-signature software such as Bonsai. These electronic signatures count as originals for all intents and purposes.
11.7 Governing Law. The validity, interpretation, construction, and performance of this document shall be governed by the laws of the United States of America.
11.8 Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.
THE PARTIES HERETO AGREE TO THE PRECEDING AS EVIDENCED BY THEIR SIGNATURES BELOW.
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Document Name: Website Contract
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