In this Agreement, the Client shall be referred to as “CLIENT”, and the Web Developer shall be referred to as “TFX”.
WHEREAS, TFX possesses technical expertise in the field of computer programming and, in particular, the creation and development of website technology; and
WHEREAS, CLIENT desires to engage TFX, and TFX accepts the engagement, to design a World Wide Web site (the “Web Design Project”) in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, CLIENT and TFX agree as follows:
RETENTION OF DEVELOPER
CLIENT hereby retains the services of TFX for the Web Design Project to be published on CLIENT’s account on an Internet Service Provider (ISP)/Web Presence Provider (WPP) computer (Hosting Service), or provided on disk at CLIENT’s option.
DESCRIPTION OF SERVICES
Beginning on April 27, 2018, TFX will provide the following services connected with the development of the Website (collectively, the “Services”):
DESCRIPTION OF SERVICES GOES HERE
PAYMENT FOR SERVICES
In consideration of the services to be performed by TFX, CLIENT agrees to compensate TFX for the services rendered as follows:
TFX’s fees for the services specified in Description of Services, above, will be charged at a rate of $35.00 per hour.
Any additional services not specified in Description of Services, above, will be charged to CLIENT on an hourly rate basis at TFX’s standard rate of $35.00 per hour.
CLIENT will be required to pay TFX within 15 days of receiving the bill.
CLIENT will pay TFX’s costs and expenses monthly.
CLIENT understands and agrees that any web hosting services require a separate contract with a web hosting service. CLIENT agrees to select a web hosting service which allows TFX full access to the website.
This Agreement shall terminate automatically on the signed date.
RELATIONSHIP OF PARTIES
It is understood by the parties that TFX is an independent contractor with respect to CLIENT, and not an employee of CLIENT. CLIENT will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of TFX.
WORK PRODUCT OWNERSHIP
Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, the “Work Product”) developed in whole or in part by TFX in connection with the Services shall be the exclusive property of CLIENT. Upon request, TFX shall sign all documents necessary to confirm or perfect the exclusive ownership of CLIENT to the Work Product.
LAWS AFFECTING ELECTRONIC COMMERCE
CLIENT agrees that CLIENT is solely responsible for complying with laws, taxes, and tariffs that governments enact and fix from time to time in connection with Internet electronic commerce, and shall indemnify, hold harmless, protect, and defend TFX and its subcontractors from any cost, claim, suit, penalty, or tariff, including attorneys’ fees, costs, and expenses, arising from CLIENT’s exercise of Internet electronic commerce.
TFX will not at any time or in any manner, either directly or indirectly, use for the personal benefit of TFX, or divulge, disclose, or communicate in any manner any information that is proprietary to CLIENT. TFX will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement.
TFX’s employees, if any, who perform services for CLIENT under this Agreement shall also be bound by the provisions of this Agreement. At the request of CLIENT, TFX shall provide adequate evidence that such persons are TFX’s employees.
TFX’s obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of CLIENT.
This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
No amendment, waiver, or discharge of any provision of this Agreement shall be effective against CLIENT or TFX without the written consent of both CLIENT and TFX.
Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, to the addresses mentioned above.
This Agreement shall be governed by the laws of the State of Washington.