PLEASE COMPLETE ALL FIELDS AND SIGN IN THE DESIGNATED AREA
Your Full Name
Your Email Address
The following Website Development Agreement is designed to maximize our work together and help the design process be as smooth as possible. Please review them carefully.
In the following agreement, you will be referred to as "Client" and Visionostics, LLC will be referred to as "Developer".
Client seeks to hire Developer to build and design a custom website within the scope of work.
Agreement as follows:
Scope of Work
The designated scope of work can be found on the service description page which will be detailed upon signing this agreement. Developer will start working on this project within (1) day after Developer receives a signed copy of this Agreement and fifty percent of the total payment from Client. If the scope of work changes after signing this Agreement, Client and Developer agree to negotiate fees and services that would not be covered under the initial scope of work listed..
Developer will deliver to Client, via Internet, within (60) days after Client approves the final deliverable(s), digital files containing Developer work for Client under this Agreement. Specifically, Developer will provide Client with the following:
Developer agrees to provide to Client a full functioning website based upon the specifications provided by Client (see service description scope of work).
The website created by Developer will be up and running, online, functional and accessible by the public (known as “users”). Client is informed and understands that Developer will use its best efforts to perform hereunder.
However, Client understands that multimedia applications, websites and software are complicated and imperfect environs. Developer will attempt to cure and remedy any unforeseen glitches, bugs and/or errors, but those efforts will be based upon the original specifications, including agreed upon modifications of Client.
Developer promises that work does not violate the patent, copyright, trade secrets or other property right of any person, firm or entity. Developer promises that this Agreement does not conflict with any other contract, agreement or understanding to which Developer is a party. Finally, Developer promises to hold and maintain in strict confidence any confidential information that Client provides (such as proprietary technical or business information), and Developer will not disclose such information to any third party except as may be required by a court or governmental authority.
The fee Client will pay Developer for this project includes training in the use of the website created. Training will be conducted remotely using a screen sharing software. If Client asks Developer to train Client onsite, Client agrees to pay actual costs of traveling to Client location, including but not limited to transportation, lodging, and food expenses.
Client promises to pay Developer the total sum (“Fee”) (U.S. Dollars) in two payments. Fifty percent of the Fee will be due when Client and Developer sign this Agreement and before Developer begins work. The remaining fifty percent of the Fee will be billed automatically in (30) days thereafter the first payment is made. Payment will be made using credit card processing. If Client asks Developer to use any third-party content (i.e. stock photos or third party software) that must be incorporated in the website Developer is creating, Client promises to pay Developer the actual cost of licensing that third-party content for work under this Agreement. Client agrees that until Client pays Developer in full, Client will not acquire the rights or license to use or transfer ownership of any website or software that Developer creates for Client under this Agreement.
Developer agrees that the fee Client owes Developer will cover in full all of the work listed in the service description. Client agrees that if Client asks Developer to make changes or do other work for Client that is not covered by this Agreement, Client will pay Developer a flat rate of ($195/hr) in addition to all other amounts Client owes Developer under this Agreement.
Feedback and Acceptance
Client agrees, that Developer cannot complete work for Client unless Client gives timely feedback. Client agrees to provide timely feedback so that Developer can understand Client concerns, objections or corrections, and Client promises not to unreasonably withhold acceptance of the deliverables Developer will provide Client.
Developer and Client agree to the following acceptance process: Developer will test the website that Developer creates for Client to make sure that it’s working properly. In turn, Client promises that Client will evaluate the deliverables Developer provided to Client and let Developer know in writing, within (48) hours after Client receives each deliverable, whether Client accepts or rejects it. If Client rejects a deliverable, Developer will correct any errors and again ask Client to accept or reject the corrected deliverable – which Client promises to do within (48) hours after Client receives the corrected deliverable.
When Developer delivers the final files to Client and completes work for Client under this Agreement, Client agrees that Client will test the website in its entirety to determine if Developer completed the work promised Client. Client promises to let Developer know in writing within seven (7) calendar days after Developer delivers the final website whether Client accepts or rejects the final website. If Client rejects the final files, Developer will correct any errors and again ask Client to accept or reject the corrected deliverable – which Client promises to do within seven (7) calendar days after Client receives the corrected deliverable. This process shall continue until Client accepts the deliverable or seven (7) calendar days have passed and Client has not accepted or rejected a deliverable (at which point it will be deemed accepted). Finally, Client agrees that Developer work on this project will be complete and the Agreement will end after Client has approved the final website.
Rights To The Client Content
Client promises that: (a) Developer owns the rights to use anything Client gives me (“Client Content”); and (b) using such Client Content does not violate the patent, copyright, trade secret or other property right of any person, firm or entity. Client grants Developer a nonexclusive, non transferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Developer’s work for Client under this Agreement and the limited promotional uses as allowed by this Agreement. Client also affirms and represents that this Agreement does not conflict with any other contract, agreement or understanding to which Client is a party.
Rights Before Payment In Full
Client understands and agrees that until Client pays Developer in full, Developer owns full rights to everything Developer creates for Client under this Agreement. If Client does not pay Developer in full, Client agrees that Developer can complete, exhibit, use and sell the software at Developers sole and absolute discretion (except that Developer will not be able to use Client Content in such work).
Rights After Payment Made In Full
After Client pays Developer in full, Developer transfers Developer’s right, title and interest in the copyrights for the final website that Developer creates for Client under this Agreement. Client agrees that Developer will retain and Client will not receive any right, title or interest to the preliminary work or preliminary designs that are included with the work Developer creates for Client. If Client needs additional documentation, Developer will sign any further documents reasonably necessary to make sure that the rights Developer is giving Client under this Agreement are properly assigned to Client. Client agrees that Developer may use Client name/company name and trademarks as a reference in Developers promotional materials. Client also agrees that Developer may include, when referencing Developer’s work for Client, a general description of the work under this Agreement.
Right To Make Changes
Developer agrees that after Client pays Developer in full, Client may make any changes or additions to the website Developer creates for Client under this Agreement, which Client in Client’s discretion may consider necessary, and Client may engage others to make any such changes or additions, without further payments to Developer. Client agrees that if Client asks Developer to make changes or additions to the website after Client approves the final website, Client and Developer will negotiate a separate additional payment for Developer’s time to make such changes.
Developer promises that to the best of Developer’s knowledge, the website or software will not contain any virus, worm, trap door, back door, trojan horse, timer or clock that would erase data or programming or otherwise cause the software to become inoperable or incapable of being used.
Limitations of Remedies
Developer shall not, under any circumstances, be liable to Client for consequential, indirect, incidental, special, punitive, or exemplary damages or losses arising out of or related to this agreement, even if Developer is advised of the likelihood of such damages occurring. Developer’s cumulative liability for any damages arising out of or in any manner related to this agreement (including, but not limited to, claims for breach of contract, breach of warranty, negligence, strict liability, or tort, shall be limited to the amount of the fee paid by Client to Developer under this agreement.
This Agreement constitutes the complete and exclusive agreement between Client and Developer concerning the work on this project, and it supersedes all other prior agreements, proposals, and representations, whether stated orally or in writing. Developer and Client can modify this agreement in writing, if both Client and Developer sign that modification.
Client agrees that Developer is an independent contractor and not Client’s employee. Although Client will provide general direction to Developer, Developer will determine, in Developer’s sole discretion, the manner and ways in which Developer will create the software for Client. The work that Developer creates for Client under this Agreement will not be deemed a “work-for-hire,” as that term is defined under U.S. Copyright Law. Whatever rights Developer grants Client are contained in this Agreement.
Natalie Higgins & Jonathan Higgins
PLEASE SIGN IN THE AREA BELOW
AFTER CLICKING SUBMIT, PLEASE WAIT TO BE REDIRECTED TO THE NEXT SCREEN.
ONCE SUBMITTED, A COPY OF THIS SIGNED AGREEMENT WILL BE SENT TO THE EMAIL YOU LISTED ABOVE.