We will always do our best to fulfill your needs and meet your goals, but sometimes it is best to have a few simple things written down so that we both know what is what, who should do what and what happens if stuff goes wrong. In this contract sample you won’t find complicated legal terms or large passages of unreadable text. We have no desire to trick you into signing something that you might later regret. We do want what’s best for the safety of both parties, now and in the future.
We will create designs for the look-and-feel, layout and functionality of your web site. This contract includes one main design plus the opportunity for you to make up to two rounds of revisions. If you’re not happy with the designs at this stage, you will pay us in full for all of the work that we have produced until that point and you may either cancel this contract or continue to commission us to make further design revisions at the daily rate set out in our original estimate.
This agreement is made at the time of purchase between Jollymoon and your company (“Customer”).
Recitals
A. Jollymoon has experience and expertise in the development of web sites.
B. Customer desires to have Jollymoon develop a web site for them.
C. Jollymoon desires to develop Customer’s Web Site on the terms and conditions set forth herein (the “Web Site”).
Agreements
In consideration of the mutual covenants set forth in this Agreement, Customer and Jollymoon hereby agrees as follows:
1. Development of Web Site.
Jollymoon agrees to develop the Web Site according to the terms as discussed with Customer and may be written hereto.
2. Specifications.
Jollymoon agrees to develop the Web Site pursuant to the specifications set forth as discussed with Customer and may be written hereto.
3. Delivery of Web Site.
Jollymoon will use reasonable diligence in the development of the Web Site and endeavor to deliver to Customer an operational Web Site no later than a month after all the content has been received. Customer acknowledges, however, that this delivery deadline, and the other payment milestones listed in Exhibit A, are estimates, and are not required delivery dates. Jollymoon will be retaining the source code for the entire project and providing Customer with the output formats only. The output is to be used only within the scope of the project as outlined in Exhibit B and does not included the following: Multiplying the site across other domains or servers, creating new web sites based on the code, selling the code, relinquishment of copyright by Jollymoon in any way. Customer shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Jollymoon for use in the Web Site.
4. Ownership Rights.
Customer shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Jollymoon for use in the Web Site. Customer shall hold the copyright for the agreed upon version of the Web Site as delivered, and Customer’s copyright notice may be displayed in the final version.
Jollymoon shall hold all right, title, and interest in and to the source code, programming and original artwork created for the project. Specifically, but without limitation, Developer shall hold rights, title, and interest in and to:
1) all text, graphics, animation, audio components, and digital components of the Web Site (the “Content”) created by Jollymoon,
2) all interfaces, navigational devices, menus, menu structures or arrangements, icons, help and other operational instructions, and all other components of any source or object computer code that comprises the Web Site created by Jollymoon,
3) all literal and nonliteral expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the content created by Jollymoon,
4) all copyrights, patents, trade secrets, and other intellectual or industrial property rights in the Web Site or any component or characteristic thereof created by Jollymoon. Customer shall not do anything that may infringe upon or in any way undermine Jollymoon's right, title, and interest in the Web Site, as described in this paragraph,
5. Compensation.
For all of Jollymoon's services under this Agreement, Customer shall compensate Jollymoon, in cash, pursuant to the terms of Exhibit A attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, Jollymoon have the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove content from servers owned by Jollymoon, (3) bring legal action.
6. Confidentiality.
Customer and Jollymoon acknowledge and agree that the Specifications and all other documents and information related to the development of the Web Site (the “Confidential Information”) will constitute valuable trade secrets of Jollymoon. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Jollymoon's prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public on the Web Site when each page of the Web Site is first accessed.
7. Limited Warranty and Limitation on Damages.
Jollymoon warrants the Web Site will conform to the Specifications. If the Web Site does not conform to the Specifications, Jollymoon shall be responsible to correct the Web Site without unreasonable delay, at Jollymoon's sole expense and without charge to Customer, to bring the Web Site into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty, express or implied. Customer acknowledges that Jollymoon do not warrant that the Web Site will work on all platforms. Customer acknowledges that Jollymoon is not responsible for the results obtained by Customer on the Web Site. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Jollymoon.
8. Independent Contractor.
Jollymoon is retained as independent contractors. Jollymoon will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Jollymoon's behalf. Jollymoon understand that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.
9. Equipment.
Customer agrees to make available to Jollymoon, for Jollymoon's use in performing the services required by this Agreement, such items of hardware and software as Customer and Jollymoon may agree are reasonably necessary for such purpose.
10. General Provisions.
10.1 Entire Agreement.
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.
10.2 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Country of Singapore. Exclusive jurisdiction and venue shall be in the Singapore Superior Court.
10.3 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Customer and Jollymoon and their respective successors and assigns, provided that Jollymoon may not assign any of his obligations under this Agreement without Customer’s prior written consent.
10.4 Waiver.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
10.5 Good Faith.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
10.6 Ownership of Photographs.
Jollymoon may use some of their own photographs for the Web Site. Jollymoon maintains ownership of the photographs, and only grants Customer a non-exclusive right to use those photographs, and only on Customer’s Web Site.
10.7 No Right to Assign.
Customer has no right to assign, sell, modify or otherwise alter the Web Site, except upon the express written advance approval of Jollymoon, which consent can be withheld for any reason.
10.8 Right to Remove Web Site.
In the event Customer fails to make any of the payments agreed upon within the time prescribed, Jollymoon has the right to remove the Web Site until payment in full is paid, plus accrued late charges of 1 ½% per month.
10.9 Indemnification.
Customer warrants that everything it gives Jollymoon to put on the Web Site is legally owned or licensed to Customer. Customer agrees to indemnify and hold Jollymoon harmless from any and all claims brought by any third-party relating to any aspect of the Web Site, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Customer’s products/services, material supplied by Customer, copyright infringement, and defective products sold via the Web Site. Further, customer agrees to indemnify Jollymoon from responsibility for problems/disruptions caused by third-party services that Customer may use such as merchant accounts, shopping carts, shipping, hosting services, real time credit card gallerying and other services that relate to the ownership and operation of the Web Site or multimedia project.
10.10 Use of Web Site for Promotional Purposes.
Customer grants Jollymoon the right to use the Web Site for promotional purposes and/or to cross-link it with other Web Sites developed by Jollymoon.
10.11 No Responsibility for Theft.
Jollymoon has no responsibility for any third-party taking all or any part of the Web Site.
10.12 Right to Make Derivative Works.
Jollymoon has the exclusive rights in making any derivative works of the Web Site.
10.13 Attorney’s Fees.
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.
10.14 Identification of Jollymoon.
Customer agrees that Jollymoon's identification may be annotated within the code or on the Web Site as the authors. Customer also agrees to put on Jollymoon's copyright notices on the Web Site and the relevant content therein.
10.15 No Responsibility for Loss.
Jollymoon is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the Web Site.
10.16 Transfer of Rights.
In the event Jollymoon is unable to continue maintenance of the Web Site non-exclusive rights to the Web Site will be granted to Customer.
10.17 Domain Name.
Any domain name registered on Customer’s behalf will be initially made in Jollymoon's name. This domain then can be transferred over to the Customer when requested.
Each party represents and warrants that, on the date of first purchase, they are authorized to enter into this Agreement in entirety and duly bind their respective principals.
EXECUTED as of the date of first purchase.
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