ACTIVE THREADS
PROGRAMMING SERVICES AGREEMENT:
WEB SITE DEVELOPMENT AND MAINTENANCE
This agreement, effective this 1st day of May, 1999, by and between The
Free Software Club at 000 Xxxxxxxx Xxx, Xxxxxxxx, XX 00000 XXX, hereinafter
referred to as "Company," and Active Threads, a marketing consulting and
selling group, with a principal office located at 0000 Xx. Xxxxxx Xxxx.,
Xxxxxxxxx, XX 00000 XXX, hereinafter referred to as "Active Threads."
It is mutually agreed that:
1. Purpose of the Agreement
The purpose of this agreement is to provide an arrangement for internet
site development and programming services for Company as described
herein.
2. Scope of Work:
This scope of work outline is based on our initial information and may be
added to at a future date. It will include the following:
2.1 Website Development
a) Site Plan and Strategy - consulting with Company and its staff to
develop a web strategy, outlining the purposes and functions of
the site.
b) Programming Services - includes HTML / Java / cgi, programming
sufficient to make the site compatible with the widest range of
browsers and platforms.
c) Infrastructure development and implementation - specifically,
making sure the site is compatible with the e-commerce functions
necessary for online ordering, product fulfillment, and customer
database development.
2.2 Maintenance
a) Continued site development and integration - providing the
ongoing changes necessary to improve the site, add new features,
and keep the site up-to-date.
3. Fees & Commissions
The following fee covers the cost of Active Threads' efforts for the
scope of work described above:
$10,000 per month fee
Exclusions: Fees and commissions do not include the cost of special
website software tools (if necessary), special custom programming that is
outside the scope of work within this agreement, photography (if
necessary), and other purchased items (if necessary).
4. Schedule & Approval Milestones
Approvals will be given at appropriate stages of development of each
project phase. These approvals constitute authorization to proceed to
project completion.
Active Threads is not liable for delays or postponements caused by events
beyond the scope of Active Threads' control which may include, but not be
limited to: product development delays, client requested Author's
Changes, delays caused by Company's failure to meet any Production
Schedule milestones, power failures, Acts of God such as inclement
weather or earthquake, or civil upheaval such as riot or insurrection.
5. Billing Terms
Payments for marketing and creative services are due according to the
following schedule:
a) 50% of the first months fee is due upon signature of this agreement.
The 50% balance will be billed immediately and due in 30 days.
b) Subsequent monthly xxxxxxxx will be billed on the first of each month
and due on Net 30 terms.
c) Payment for any additional production costs that are purchased for the
project and billed through Active Threads, are due as follows,: When
each production item is ordered, Active Threads will submit an invoice
for the total amount due. Payment of this invoice is due on Net 30
terms.
d) A finance charge of 1.5% per month or 18% per year will be applied to
any balance outstanding more than thirty days. Work may be suspended
if the payment schedule is not maintained, and may be resumed when
progress payments are paid up to date.
6. Errors or Omissions
Active Threads takes every precaution and is extremely diligent in its
efforts to assure the correct and timely execution of project
assignments. However, ultimate responsibility for the accuracy of product
or service remains with Company. Therefore, Active Threads is not liable
for errors or omissions that may be discovered after review of working
documents and written approval by Company.
7. Duration of the Agreement
This Agreement shall continue in full force and effect for two (2) months
from the date of its execution, and by mutual agreement by both parties
this Agreement may be extended on a month to month basis; however, this
Agreement may be terminated as outlined in Section 8 of this Agreement.
8. Termination
Active Threads or Company may terminate this agreement for any reason by
providing ten (10) days written notice to the other party. Upon
termination, Active Threads will be compensated on pro-rated basis for
the monthly fee up until the date of termination.
9. Assignment of Ownership
Company is granted full rights of ownership for web pages and source
created by Active Threads employees and included in the final published
editions of any work provided as part of this agreement. This work for
hire ownership is valid upon payment in full of all fees and expenses by
Company to Active Threads. This work for hire assignment of ownership
does not apply to, and specifically excludes the following:
Active Threads does not own, nor can it transfer ownership of, or
copyright software development tools provided by third parties for use by
Company.
10. Expenses
Active Threads shall not incur any expense on behalf of Company without
prior written authorization. Active Threads shall cover all normal
expenses of telephone, fax, FedEx and other charges involved in
consulting effort. Expenses specifically for Company outside of the
normal expenses above will not be incurred without prior authorization
from Company. Purchased goods and services are subject to a 20% markup.
Such expenses may include some travel and costs to acquire specific data
from trade or research organizations.
11. Confidentiality
Active Threads agrees that during the term of this Agreement or at any
time thereafter it will not disclose to any firm or to any person any
confidential information concerning the business or affairs of Company or
any confidential information concerning the product manufactured or
offered for sale by Company which may have been acquired in the course of
the performance of this contract.
12. General Provisions
12.1 Any notice or communication required or permitted hereunder shall be
in writing and transmitted by mail or courier.
12.2 Active Threads agrees that in all matters relating to this Agreement
it shall be acting as an independent contractor; that neither Active
Threads nor its employees are employees of Company under the meaning
or application of any Federal or state Unemployment Law, Old Age
Benefit Law, other Social Security Laws, any Xxxxxxx'x Compensation,
Industrial Law, or otherwise; and that Active Threads hereby agrees
to assume all liabilities or obligations imposed by any or more of
such laws, with respect to employees of Active Threads in the
performance of this Agreement.
12.3 This contract will be governed by California law and any disputes
arising out of or relating to this agreement shall be filed only in
the federal or state courts in the state of California.
12.4 This Agreement may be amended or assigned only in writing, and upon
mutual consent of the parties hereto.
12.5 If any action in law or equity, including an action of declaratory
relief, is brought to enforce or interpret the provisions of this
Agreement, the prevailing party shall be entitled to reasonable
attorney's fee, which may be set by the Court in the action, or in a
separate action brought for that purpose in addition to any other
relief to which the prevailing party may be entitled.
This agreement contains the entire agreement between the parties hereto and
supersedes any and all other agreements whether written or oral between the
parties relating to the same and agreed by the parties. No modification or
amendment shall be effective unless in writing and executed by both
parties.
IN WITNESS WHEREOF, the parties have executed this Agreement in their names,
by their proper and duly authorized officers or representatives, as of this
1st day of May, 1999.
Active Threads The Free Software Club.
/s/ Marilson Xxxxxx /s/Xxxx Xxxxxxx
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Marilson Xxxxxx Xxxx Xxxxxxx
Authorized Signature Authorized Signature
President Vice President
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