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s s a l h e a d . c o m
626 - 581 Cardero Street
Vancouver, BC
Canada
V6G 3L3
WEB SITE DESIGN AND DEVELOPMENT AGREEMENT
Client: Essentially Yours Industries Inc.
Date: January 23rd, 2007
7865 Edmonds Street
Commissioned by: Damon Rand
Burnaby, BC
Purchase order number:
V3N 1B9
Job number: 2007-EYI-01
Developer: Colossal Head Communications
#626 - 581 Cardero Street
Vancouver, BC
V6G 3L3
Description of Assignment
Summary
Colossal Head Communications (CHC) will redesign and redevelop
the
www.eyicom.com web site for Essentially Yours Industries (EYI)
based
on the estimate provided dated January 22nd, 2007
(attached as Schedule A).
General Specifications
The web site will be developed in conjunction with the EYI
development
team and will be built using Microsoft.NET and a SQL Server
Database.
The project timeline is anticipated to be approximately 16 weeks.
A
functional specifications document will be created during Phase
One
of the project and it will be considered the deliverables for
this
contract. A detailed project timeline will also be created
during
Phase One and it will be considered the final project timeline.
Rights Transferred
The material provided under this agreement can be used without
limitation for the www.eyicom.com web site and EYI corporate
uses.
All other uses and modifications are prohibited. Any transfer
of
rights is conditional upon the receipt of full payment.
Production Schedule
Milestone
Due Date Payment
Upon Acceptance
Contract Signing
Jan. 23rd, 2007
$ 5,000.00
Phase One Completion
February 19th, 2007
$ 8,000.00
Phase Two Progress milestone
TBD
TBD
Phase Two Completion
TBD
TBD
Acceptance of Final Version
TBD
TBD
Total $ 13,000.00 + TBD
Note: The costs listed in the table above are subject to applicable
taxes.
SEE TERMS AND CONDITIONS OVER
1. Time for Payment
Payment is due at each milestone upon the Client's acceptance
of the Deliverables. Unless otherwise agreed upon, all invoices
are payable within 15 days of receipt. A one and a half percent
monthly service change is payable on all overdue balances. The
grant of any license or right of copyright is conditioned on
receipt of full payment.
2. Default of Payment
The Client shall assume responsibility for all collection of
legal
fees necessitated by default in payment.
3. Estimates
If this document is used for an estimate or assignment
confirmation,
the fees and expenses shown are minimum estimates only. Final
fees
and expenses shall be shown when an invoice is rendered. The
Client's
approval shall be obtained for any increases in fees or expenses
that
exceed the original estimate by 10% or more.
4. Expenses
The Client shall reimburse the Developer for all expenses
arising
from this assignment, including the payment of any sales taxes
on
this assignment. All expenes to be pre-approved by EYI.
5. Web Site Hosting
Web site hosting will be provided by a separate Internet
Service
Provider to be contracted by the client and who will not be
party
to this agreement.
6. Progress Reports
The Developer shall contact or meet with the Client on a
mutually
acceptable schedule to report all tasks completed, problems
encountered, and recommended changes relating to the
development
and testing of the Web site. The Developer shall inform the
Client by telephone upon the discovery of any event or problem
that may delay the development of the work significantly.
7. Developer's Guarantee for Program Use
The Developer guarantees to notify the Client of an licensing
and/or permissions required for programs or software to be
used.
8. Changes
The Client shall be responsible for making additional payments
for
changes in the original assignment requested by the Client.
However,
no additional payment shall be made for changes required to
conform
to the original assignment description. The Client shall offer
the
Developer the first opportunity to make any changes.
9. Testing and Acceptance Procedures
The Developer will make every good-faith effort to test all
deliverables thoroughly and make all necessary corrections as
a result of such testing prior to handing over the deliverable
to the Client. Upon receipt of the deliverables, the Client
shall either accept the deliverable and make the milestone
payment set forth herein or provide the Developer with written
notice of any corrections to be made and a suggested date for
completion, which should be mutually acceptable to both
parties. The Developer shall designate Damon Rand (name), and
the Client shall designate Janet Carpenter (name) as the only
persons who will send and accept all deliverables and receive
and make all communications between the Developer and the
Client.
Neither party shall have any obligation to consider for
approval
or respond to materials submitted other than through the
designated persons listed above. Each party has the right to
change its designated person upon 2 day(s) notice to the other.
10. Web Site Maintenance
The Developer agrees to provide the Client with reasonable
technical support
and assistance to maintain and update the Web site during the
Warranty Period
of 120 day(s) at no cost to the client. After the expiration of the
Warranty
Period, the Developer agrees to provide the Client with reasonable
technical
support and assistance to maintain and update the Web site for an
hourly fee
of $ 65.00. Such maintenance shall include any errors or failure of
the Web
site to conform to the specifications. Maintenance shall not
include the
development of enhancements to the originally contracted
project.
11. Enhancements
Under the maintenance agreement, if the Client wishes to modify the
Web site,
the Developer shall be given first option to provide a bid to
perform such
enhancements.
12. Confidential Information
The Developer acknowledges and agrees that the source materials and
technical
and marketing plans or other sensitive business information, as
specified by
the Client, including all materials containing said information,
that are
supplied by the Client to the Developer or developed by the
Developer in
the course of developing the Web site are to be considered
confidential
information. Information shall not be considered confidential if it
is already
publicly known through no act of the Developer.
13. Return of Source Information
Upon the Client's acceptance of the Final Version, or upon
cancellation of
this project, the Developer shall provide the client with all
copies and
originals of the source materials provided to the Developer.
14. Ownership of Copyright
Developer acknowledges and agrees that the Client retains the all
rights to
copyright for the materials developed during the course of this
project. The
Developer reserves the right to use any materials developed during
the course
of this project for marketing and promotional use only.
15. Cancellation
In the event of cancellation of this assignment, ownership of all
copyrights
and any original artwork shall be retained by the Developer, and a
cancellation
fee for the work completed, based on the prorated portion of the
next payment
milestone and expenses already incurred, shall be paid by the
Client.
16. Credit Lines
The Developer shall be given credit on (a) Disc containing source
materials
developed, (b) Documentation, (c) Web site home page with a static
graphic
image not to exceed 120 pixels in height or width that will link to
the
Developer's home page.
17. Other Operating System Conversions
The Developer shall be given first option at compiling the work for
operating
systems beyond the original use.
18. Unauthorized Use and Program Licenses
The Client will indemnify the Developer against all claims and
expenses arising
from uses for which the Client does not have rights or authority to
use. The
Client will be responsible for payment of any special licensing or
royalty fees
resulting from the use of programs or materials that require such
payments.
19. Warranty of Originality
The Developer warrants and represents that, to the best of his/her
knowledge,
the work assigned hereunder is original and has not been previously
published,
or that consent to use has been obtained on an unlimited basis;
that all work
or portions thereof obtained through the undersigned from third
parties is
original or, if previously published, that consent to use has been
obtained on
an unlimited basis; that the Developer has the full authority to
make this
agreement; and that the work prepared by the Developer does not
contain any
scandalous, libelous, or unlawful matter. This warranty does not
extend to
any uses the Client or others may make of the Developer's product
that may
infringe on the rights of others. CLIENT EXPRESSLY AGREES THAT IT
WILL HOLD
THE DEVELOPER HARMLESS FOR ALL LIABILITY CAUSED BY THE USE OF THE
DEVELOPER'S
PRODUCT TO THE EXTENT SUCH USE INFRINGES ON THE RIGHTS OF
OTHERS.
20. Limitation of Liability
Client agrees that it shall not the Developer or his/her agents or
employees
liable for any incidental or consequential






