Farmers Finest Foods Website

This agreement is between  Farmers Finest Foods , hereafter referred to as “Client” and Invictus Designs, hereafter referred to as “Consultant.” This agreement is with respect to the design and development of the  www.FarmersFinestFoods.com  website, hereinafter referred to as the “Project.” Whereas, Consultant is a professional web Consultant of good standing; Whereas, Client wishes Consultant to create certain Work described more fully herein; and Whereas, Consultant wishes to create such Work; Now, therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties hereto agree as follows.

 

1. 1. SCOPE OF SERVICES:

1.1 Project.The Consultant agrees to design, develop, and deliver a website for the Client according to the specifications outlined in the attached project brief.

The website will include the following features:

The primary goal of the website will be to inform potential participants about the significance and procedures of our service. Users will have the opportunity to learn about the program, sign up, and verify their eligibility. The front-end design will need to be visually appealing and simple to navigate. It’s also important that the backend dashboard be user-friendly so updates can be made easily and quickly.

• Up to 6 main pages
• Custom web design with revisions
• Development on WordPress platform
• Basic Site Security
• CMS dashboard (for edits)
• Optimization for conversions
• 4 hours of free support

1.2 Changes to Project Scope

• Change Request: If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Consultant a written Change Order describing the requested changes in detail. Within 7 days of receiving a Change Order, the Consultant will respond with a statement proposing the Consultant’s availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. The Consultant will evaluate each Change Order at its standard rate and charges.
• Major Change: If Client requests are at or near 20% percent of the time required to produce Deliverables or the value of the Scope of Services, Consultant shall be entitled to submit a new and separate Proposal to Client for written approval. Consultant shall not begin work on the revised services until he receives a fully signed revised proposal and any additional fees.
• Minor Change: If Client requests are not Major Changes, Client will be billed on a time and materials basis at Consultant’s hourly rate detailed in Section 3 of this agreement. Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified. The Consultant may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes.
• Acceptance/Rejection: The client will have 7 days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Consultant will not be obligated to perform any services beyond those in the original Agreement.

2. TIMELINE:

2.1 Schedule

• Project Start Date: August 12, 2024
• Design Mockups Due: August 19, 2024
• Client Content Due: August 26, 2024
• Final Website Delivery: September 2, 2024

2.2 Delays

• Consultant Delays: The consultant shall use all reasonable efforts to meet the Work Plan and Milestones delivery schedule. Consultant may extend the due date for any Deliverable by giving written notice to Client. The total of all extensions shall not exceed two (2) days. Any delay by the Consultant will not result in a day-for-day extension of the due date for Final Deliverables.
• Client Delays: The client shall use all reasonable efforts to provide needed information, materials, and approvals. Any delay by the Client will result in a day-for-day extension of the due date for all Deliverables.
• General Delays: Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of the agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.

3. PAYMENT

3.1 Fee Schedule. The Client will pay the Consultant

• Website Deposit:
  An initial deposit of $1000 before work begins. (50%)
• Final Website Payment
  Final payment of $1000 once the site is completed and published to the Client’s domain. (50%)
• Additional Fees
  
  -Total: $
• Additional Hourly Rate (Optional):
  The Client will pay the Contractor an hourly rate of $75/hr for any additional service after the 4 hour support period. Any additional services must be pre-approved by the client.

3.2 Additional Expenses. The Client will reimburse the Contractor’s expenses. Expenses need to be pre-approved by the Client in writing. Examples of Additional Expenses are things like additional domain names, site plugins, etc.

4. TERM AND TERMINATION

• Term: This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.
• Termination for Cause: Either party may terminate this agreement at any time, on 14 days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that 14 day period.
• Termination for Insolvency: Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.
• Termination by Mutual Agreement: This agreement may be terminated by the mutual agreement of the parties.
• Termination for Convenience: Either party may terminate this agreement at any time and for any reason with 21 days prior written notice to the other party. If Client terminates the Agreement under this section, Consultant shall, at Clients reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.
• Termination Fees: In the event of termination, Client shall pay Consultant for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.

5. RESPONSIBILITY

The Contractors will use the content provided by the Client. If the Client provides the Contractor with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights. Once the website is completed and delivered, the Contractor is not responsible for any images or content that are found on the website that may have been illegally acquired and put there by the Client. (For example, if the Client illegally takes photos that are not meant for commercial use and are sued, the Contractor is not responsible and carries no risk.

6. REPRESENTATIONS

   • 6.1 Overview. This section contains important promises between the parties.
   • 6.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
   • 6.3 Contractor Has Right To Give Client Work Product. The Contractor promises that it owns the work product, that the Contractor is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Contractor uses employees or subcontractors, the Contractor also promises that these employees and subcontractors have signed contracts with the Contractor giving the Contractor any rights that the employees or subcontractors have related to the Contractor’s background IP and work product.
   • 6.4 Contractor Will Comply With Laws. The Contractor promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.
   • 6.5 Work Product Does Not Infringe. The Contractor promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Contractor has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Contractor has entered into or will enter into with someone else.
   • 6.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Contractor if the Contractor has questions regarding this project, and to provide timely feedback and decisions.

7. INDEMNIFICATION AND LIABILITY

   • 7.1 By Client: Client shall indemnify Consultant from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Consultant shall promptly notify Client in writing of any third-party claim or suit. Client shall have the right to fully control the defense and any settlement of such claim or suit.
   • 7.2 By Developer: In the case of a third-party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Consultant may at its own expense, replace any infringing content with non-infringing content.
   • 7.3 Limitation of Liability: THE SERVICES AND THE WORK PRODUCT OF CONSULTANT ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF THE CONSULTANT, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“CONSULTANT PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND THE CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF CONSULTANT. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY CONSULTANT, EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8. CONFIDENTIAL INFORMATION

   • 8.1 Overview. This Contract imposes special restrictions on how the Client and the Contractor must handle confidential information. These obligations are explained in this section.
   • 8.2 The Client’s Confidential Information. While working for the Client, the Contractor may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Contractor promises to treat this information as if it is the Contractor’s own confidential information. The Contractor may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Contractor use a customer list to send out a newsletter, the Contractor cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Contractor written permission to use the information for another purpose, the Contractor may use the information for that purpose, as well.When this Contract ends, the Contractor must give back or destroy all confidential information. The Contractor promises that it will not share confidential information with a third party, unless the Client gives the Contractor written permission first. The Contractor must continue to follow these obligations, even after the Contract ends. The Contractor’s responsibilities only stop if the Contractor can show any of the following: (i) that the information was already public when the Contractor came across it; (ii) the information became public after the Contractor came across it, but not because of anything the Contractor did or didn’t do; (iii) the Contractor already knew the information when the Contractor came across it and the Contractor didn’t have any obligation to keep it secret; (iv) a third party provided the Contractor with the information without requiring that the Contractor keep it a secret; or (v) the Contractor created the information on its own, without using anything belonging to the Client.
   • 8.3 Third-Party Confidential Information. It’s possible the Client and the Contractor each have access to confidential information that belongs to third parties. The Client and the Contractor each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Contractor is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

9. RELATIONSHIP OF THE PARTIES

   • 9.1 Independent Contractor: Consultant is an independent contractor. Consultant shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement. Consultant and the work product or Deliverables prepared by Consultant shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
   • 9.2 Design Agents: Consultant shall be allowed to use third parties as independent contractors in connection with the Services (“Design Agents”). Consultant shall remain fully responsible for Design Agents’ compliance with this Agreement.
   • 9.3 Exclusivity: This Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by the Consultant, and the Consultant shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by the Consultant.

10. RIGHTS TO FINAL WORK

    • 10.1 License: The Consultant grants to Client a non-exclusive, perpetual, and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to the Client are for use of the Final Deliverables in its original form only. The Client may not change, create derivative works, or extract portions of the Final Deliverables. After full payment, the Consultant hereby assigns all rights, titles, and interest in the work completed under the Agreement to the Client.
    • 10.2 Liquidation for unlicensed use: Additional use of any Deliverables by Client outside the scope of the license granted above requires additional fees. The consultant shall be entitled to further compensation equal to 100% percent of the total original Project fee unless otherwise agreed in writing by both parties. In the event of non-payment, the Consultant shall be entitled to pursue all remedies under law and equity.

11. RIGHTS TO DELIVERABLES OTHER THEN FINAL ART

• 11.1 Client Content: Client Content is the exclusive property of the Client. Client grants Consultant a non-exclusive, non-transferable license to use, reproduce, modify, display, and publish the Client Content solely in connection with Consultant’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
• 11.2 Preliminary Works: Consultant retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Consultant within 30 days of completion of the Services.
• 11.3 Consultant Tools: All Consultant Tools are and shall remain the exclusive property of the Consultant. Consultant grants Client a non-exclusive, nontransferable, perpetual, worldwide license to use the Consultant Tools solely to the extent necessary with the Final Deliverables for the Project.

11.  GENERAL

    • 12.1 Modification/Waiver: Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
    • 12.2 Notices: All notices under this Agreement shall be given in writing either by: (a) Fax or Email, with return confirmation of receipt; (b) certified or registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt.
    • 12.3 No Assignment: Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party.
    • 12.4 Governing Law: This Agreement shall be governed by the law of Indiana.
    • 12.5 Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this agreement shall remain in full force and effect. Where possible, the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law.
    • 12.6 Headings: Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this agreement, and shall not have any legal effect.
    • 12.7 Complete Agreement: This Agreement is the entire understanding between the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.

The undersigned agrees to the terms of this agreement on behalf of his or her organization or business.