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GENERAL CONSULTING TERMS |
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| 1. |
DEFINITIONS |
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1.1 |
Client |
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Company entering into this contract. |
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1.2 |
Digital Office Systems |
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Any consultant, employee, subcontractor, subsidiary or affiliate performing work
under this agreement |
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1.3 |
Work Product |
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Any and all work including but not limited to, computer software,
associated media, printed materials, "online" or electronic
documentation, consulting and other related services rendered under this agreement |
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1.4 |
Agreement |
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This document |
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| 2. |
END-USER LICENSE
AGREEMENT |
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This
Agreement is a legal agreement between Client and Digital Office Systems
for all Work Product. Client agrees to be bound by the terms of this
Agreement by installing, copying, or otherwise using Work Product. If
you do agree, you are not authorized to install, download or otherwise
use Work Product. |
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| 3. |
COMPENSATION |
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3.1 |
Automatic Credit Card
Payment |
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Client
agrees to keep a credit card on file with Digital Office Systems.
Digital Office Systems is
authorized to bill against the credit card for Work performed and
reasonable materials. Digital Office Systems will send the Client a
weekly statement detailing work performed and charges. Only accounts
with billable activity will receive statements. If for any reason Digital Office
Systems cannot charge against the
credit card the Client will be billed according to weekly invoicing. |
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3.2 |
Weekly Invoicing |
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Digital Office Systems shall submit
an invoice to the Client weekly. Client agrees to pay invoices within ten
days. |
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ALL payments are due within 10 day regardless of payment or
billing method. Failure to pay an invoice within 10 days is considered a
material breach of this agreement.
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| 4. |
PAYMENT RATE |
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The Client
will be billed at $90 per hour (“Standard Rate”) or $1.50 per mile for
travel (“Travel Rate”). |
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| 5. |
LONG TERM SUPPORT
AND CONTRACT PRICING |
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For long
term support or large projects we may offer a discount off the regular rate.
Discount pricing is offered on an individual basis and must be made an
addendum to this agreement. |
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| 6. |
BILLING
RELATIONSHIP |
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It is
expressly agreed by the parties that this is a task oriented time and
material agreement with no performance clauses indicated unless
expressly stated otherwise. |
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Price estimates
associated with the development of custom software are based on the
number of hours Digital Office Systems feels it will take to develop
the software. Estimates are to be used to gauge the feasibility of
the project and in no way reflect the exact time or cost. You will
be billed on a time and material basis which may be over or under
the estimated prices.
Other billing
arrangements executed under this agreement, such as
deliverables-based fixed bids, must be agreed upon prior to start of
work, must be executed in
writing signed by both parties, and shall become an addendum to this agreement. To receive a fixed bid, provide us with a complete and
precise description of deliverables. If you need help developing a
complete and precise description of deliverables, contact us.
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| 7. |
SCOPE OF WORK |
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Digital Office Systems shall perform such
computer programming and software development, systems analysis and other
computer consulting services as requested by the Client. Digital Office
Systems will provide a Work Product that is consistent with generally
accepted industry standards. |
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Failure to provide services as
outlined above is considered a material breach of this agreement.
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| 8. |
INDEPENDENT
CONTRACTOR STATUS |
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Digital Office Systems is an independent contractor
with respect to Client, and not an employee of Client. Client
disclaims any right to control the manner of performance by Digital
Office Systems. Digital Office Systems has no authority to direct or
control the performance of any employee of Client. Digital Office
Systems' role
will be that of advisor and not of master to any Client employee.
Digital Office Systems does not have any
title within Client's company and Digital Office Systems is not eligible for benefits, including
health insurance benefits, paid vacation, or any other employee benefit
within Client's company. |
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| 9. |
NON-DISCLOSURE
AGREEMENT ("NDA") |
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It is agreed
that all work done on behalf of the Client is confidential and may
contain trade secrets of Client. Digital Office Systems agrees to
maintain the confidentiality of all information and material it may
receive or otherwise become aware of relating to Client and/or the work
it may perform for Client, including but not limited to software
development, tools, architectures, and the Client’s business. Digital
Office Systems' confidentiality obligation shall survive the completion
or termination of this Agreement. |
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| 10. |
WARRANTIES AND
DEFECTS |
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Client
understands that this agreement establishes a time and materials billing
relationship. Therefore, software developed under this agreement is
provided on an "as is" basis, without any warranties or representations
express, implied or statutory; including, without limitation, warranties
of quality, performance, non-infringement, merchantability or fitness
for a particular purpose. Nor are there any warranties created by a
course of dealing, course of performance or trade usage. Digital Office
Systems does
not warrant that the software will meet Client's needs or be free from
errors, or that the operation of the software will be uninterrupted. The
foregoing exclusions and disclaimers are an essential part of this
agreement and formed the basis for determining the price charged for the
software.
Digital Office Systems agrees to fix defects after delivery
of work product on a time and material basis under this agreement. |
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| 11. |
OWNERSHIP OF WORK
PRODUCT |
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11.1 |
Work
Product Ownership |
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It is expressly agreed
by the parties that the Client owns the Work Product. Ownership of the
Work Product includes but is not limited to unlimited use and licensing
of the final software product including the right to sell and distribute
the Work Product. Furthermore, the Client agrees that if payment is not
received in full or this project is terminated prior to completion, the
Company retains ownership of the Work Product. |
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11.2 |
Source Code Ownership |
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It is expressly agreed
by the parties that source code shall belong to the Client. Ownership of
code includes the right to reuse any and all source code on future
projects. Furthermore, the Client agrees that if payment is not received
in full or this project is terminated prior to completion, the Company
retains ownership of the Source Code. It is also agreed by the parties
that Company retains the right to take parts from the Source Code to add
to Company’s Background Technology. |
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11.3 |
Background Technology |
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Client acknowledges that
Digital Office Systems owns Background Technology and/or holds a license
to use and sublicense Third-Party Background Technology. |
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11.4 |
Background Technology
Usage |
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Digital Office Systems retains all
right, title, interest, including all copyright, patent rights and trade
secret right in the Company-Owned Background Technology. Subject to full
payment of the consulting fees due under this Agreement, Digital Office
Systems grants
Client nonexclusive, perpetual worldwide license to use the
Company-Owned Background Technology used in the Work Product. Usage of
Background Technology does not include any Third-Party licensing Client
may need to utilize the Work Product or source code. |
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| 12. |
NO COMPETITION |
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The Client
agrees not to make a job offer to any Digital Office Systems
representatives. The Client understands that making a Job Offer to a
Digital Office Systems representative impedes Digital Office Systems’
ability to make a living. The Client’s No Competition obligation shall
survive the completion or termination of this Agreement. |
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| 13. |
INDEMNIFICATION |
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Client
agrees to indemnify, defend and hold harmless Digital Office Systems
against any and all loss, liability, expenses and costs (including
attorneys' fees, judgments, fines and amounts paid in settlement)
actually and reasonably incurred by Digital Office Systems in connection
with any threatened, pending completed or future action suit or
proceeding to which Digital Office Systems is, or is threatened to be
made a party arising from or related to Services that have been provided
hereunder. The terms of this section are non revocable and shall survive
the completion or termination of this Agreement. |
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| 14. |
DISPUTES |
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Any action based on this
Agreement, including disagreement, disputes regarding the terms and
conditions, alleged breaches of contract, and remedies under contract, shall
be governed by the laws of the State of Louisiana and shall be adjudicated
exclusively by a court of competent jurisdiction in Covington,
Louisiana. |
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| 15. |
TERM AND TERMINATION |
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Termination must be due to a material
breach of this Agreement
as
defined in SCOPE OF WORK and COMPENSATION sections of this Agreement
or a mutual agreement between the
parties.
If a material breach occurs
the
offending party must be notified in writing and given ten (10) days to
remedy the breach. If the party fails to remedy the breach the other
party may terminate this agreement with out further notice.
In the event this agreement
is terminated, the Client agrees to pay for all work completed up to and
including the date written notification was received. This Agreement shall be in effect any
time Work Product is provided by
Digital Office Systems. |
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| 16. |
ENTIRE AGREEMENT |
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This is the entire agreement of the
parties and there are no other promises or conditions in any other
agreement whether oral or written. This Agreement supersedes any prior
written or oral agreements between the parties. |
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| 17. |
WAIVER OF CONTRACTUAL RIGHT AND
SURVIVABILITY |
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17.1 |
Enforcement |
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The failure of either party to
enforce any provision of this Agreement shall not be construed as a
waiver or limitation of that party's right to subsequently enforce
and compel strict compliance with every provision of this Agreement. |
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17.2 |
Survivability |
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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. |
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| 18. |
ADDENDUMS AND MODIFICATIONS |
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The Application to open an
account with Digital Office System shall become an addendum to this
agreement and serve as proof that Client has read and agree to be bound
by the terms of this Agreement. No other modification or addendums of
this Agreement shall be binding unless signed by both parties. |
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