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1. |
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General
This agreement (the Agreement)
dated _____________,
is made By and Between
___________________________________________________,
whose address is _____________________________________
___________________________________________________,
referred to as "Customer" AND El Valle Consulting, LLC., whose
address is P.O. Box 1A, Cowles, NM, USA 87573, referred to as "EVC". |
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| Section
1.1. |
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The
terms and conditions of this Agreement do not apply to any
other agreements by and between EVC and the consenting party
to this agreement. |
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| Section
2. |
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Services |
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Customer
hereby
employs EVC to perform the services specified in Appendix
A to this Agreement and in accordance with the terms and
conditions set forth in this Agreement and as further
stipulated in Appendix A.. Appendix A
is explicitly incorporated within this Agreement. |
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| Section
2.1. |
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Initial
Consultation |
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Initial
consultation is free. It is the Customer's responsibility
to accurately represent the amount of information and the
scope of the web site development project during the initial
consultation period. Any additions or changes at a later
time will result in a revised or terminated Agreement or an
amendment to this Agreement which specifies the additional
requirements. |
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| Section
3. |
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Term of
Agreement |
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This Agreement
will begin _________________________ and will end
_________________________ (the Published Date). Either party may cancel this
Agreement by certified mail with the effective termination day
to be thirty (30) days from the date of transmittal of the
cancellation notice. |
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| Section
4. |
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Time Devoted by
EVC |
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It is anticipated
that EVC will spend approximately __________
hours, in total, in fulfilling its obligations under this
Agreement. The particular amount of time may vary from
day to day or week to week. |
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| Section
5. |
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Completion of
Services |
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If the web site is
finished on the agreed date (the Published Date) it will be
published regardless of content. Customer will be billed
for the work, or any unbilled portion of the work, as of the
Published Date. Customer is responsible for providing all
text and graphic content regarding their organization unless
otherwise agreed to in Appendix A to this
Agreement. |
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| Section
5.1. |
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Maintenance |
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If any content is
missing or otherwise is provided after the Published Date,
then the customer will be charged an hourly rate for
publishing the content as set forth in Appendix A
to this Agreement. This Section 5.1. in its entirety
does not apply to Customers that have executed a separate
Maintenance Agreement or have included maintenance as a
provision in Appendix A to this Agreement. |
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| Section
5.2. |
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Customer Review |
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EVC will provide
Customer with an opportunity to review the appearance and
content of Customer's web site once thewebsitepages are
scripted. Such scripted materials will be deemed to be
accepted and approved unless Customer notifies EVC otherwise
within ten (10) days of the date EVC posts the web site for
viewing. Notice of posting shall be by U.S. Mail or to Customer's e-mail address as specified in Appendix A. |
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| Section
6. |
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Place where
Service will be Rendered |
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EVC will perform
most services in accordance with this Agreement at the address
of EVC. In addition, EVC will perform services on the
telephone and via e-mail and at such other places as agreed to
by EVC and Customer as necessary to perform services in
accordance with this Agreement. |
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| Section
7. |
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Payment to EVC |
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EVC will be paid
at the various rates listed in Appendix A.
EVC will submit an itemized invoice on a weekly basis setting
forth the time spent on each service or, in the case of per
item charges the number of items, as listed in Appendix
A. Customer will pay EVC the amounts due as
indicated by invoices submitted by EVC within ten (10) days of
receipt. |
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| Section
7.1. |
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Incremental
Notice |
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EVC will inform
Customer when unbilled amounts pursuant to this Agreement have
equaled the amount specified in Appendix A, and
EVC will not perform additional billable work unless
authorized in writing by Customer. Such written notices by
EVC and Customer shall be via U.S. Mail to the addresses
specified in this Agreement or by e-mail to the addresses as
specified in Appendix A. |
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| Section
7.2. |
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Collection of Delinquency |
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Customer
agrees to
pay all fees relating to the collection of delinquent amounts
owed to EVC by Customer. |
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| Section
8. |
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Copyright to
Web Pages and Web Site |
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Copyright to the
finished assembled work of web pages (the web site) is owned by
EVC but ownership shall vest with the Customer upon final payment of the
Agreement amount due upon final completion of said web
site. This ownership is to include: original
design, original photographs, original graphics, source code,
work-up files, text and any computer program(s) specifically
designed for web pages for this web site.. |
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| Section
8.1. |
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Retention
Rights |
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EVC and its
sub-contractors retain the right to display graphics and other
web design elements as examples of their work in their
respective portfolios and websites. |
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| Section
8.2. |
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Exclusions from
Copyright |
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Any item included
in the finished assembled work which is not original work or
owned by either EVC or Customer is hereby excluded from
copyright protection which might otherwise be provided by this
Agreement. |
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| Section
8.3. |
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Licenses |
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Customer
will obtain
all of the necessary licenses, permissions and authorities for
all copy, graphic images, company logos, names and trademarks
or any other Customer supplied material and shall hold EVC
harmless and protect and defend EVC in the event of Customer's
failure to do so. Execution of this Agreement by Customer
is Customer's unconditional guarantee to EVC that all such
permissions and authorities have been obtained for Customer
supplied material. |
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| Section
8.4. |
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Limitation of
Copyright and Trademark Liability |
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Customer
acknowledges and agrees that EVC shall have, and has, no
control over, and will not be liable for, any unlawful acts of
others who access Customer's web site and other publicly
available or posted
material associated with Customer. |
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| Section
9. |
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Independent
Contractor |
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Both Customer
and
EVC agree that EVC will act as an independent contractor in
the performance of its duties under this Agreement. |
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| Section
10. |
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Confidential
Information |
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EVC agrees
to not
disclose any information about Customer except as requested by Customer
or as required by legal authority. |
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| Section
11. |
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Employment of
Others and Additional Costs |
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Customer
may from
time to time request that EVC arrange for the services of
others. All costs to EVC for outside services requested
by Customer will be paid by Customer. |
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| Section
11.1. |
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Sub-Contractors
EVC reserves the right to employ sub-contractors for purposes
of completing work on this web site with payment to sub-contractors to be the responsibility of EVC. |
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| Section
11.2. |
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Additional
Costs
Customer agrees to reimburse EVC for any purchased elements
(e.g., stock photography, fonts, clipart, etc.) required for
use on the web site with such additional elements, and their
cost, to be agreed upon prior to commitment by EVC with an
addendum to this Agreement which may take the form of an
e-mail, fax or written communication. |
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| Section
12. |
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Impossibility
of Performance |
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Customer
acknowledges and agrees that EVC cannot guarantee the absence
of service interruptions caused by Acts of God or other
circumstances beyond EVC's control, including but not limited
to: interruptions in telecommunication, Internet backbone,
Internet servers, Customer's computers or software failure, Customer's customers' computers or software failure and EVC's computers or software
failure. |
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| Section
13. |
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Laws Affecting
Electronic Commerce |
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From time to time
governments enact laws and levy taxes and tariffs affecting
Internet electronic commerce. Customer agrees that Customer
is solely responsible for complying with such laws, taxes, and
tariffs, and will hold harmless, protect, and defend EVC and
its sub-contractors from any claim, suit, penalty, tax, or
tariff arising from Customer's exercise of Internet electronic
commerce. |
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| Section
14. |
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Warranties and
Liabilities |
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EVC does not
warrant that the functions of the web site will meet the Customer's expectations forwebsitetraffic or resulting
business. In no event will EVC or its sub-contractors be
liable to Customer or any third party for any damages,
including but not limited to: lost profits, lost savings or
other incidental, consequential or special damages arising out
of the operation of or inability to operate this web site or
any portion thereof, for any reason whatsoever, including
products sold by Customer, even if EVC has been advised of the
possibility of such damages. |
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| Section
14.1. |
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Exclusive
Remedies |
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Customer's exclusive
remedies for all damages, losses and causes of actions whether
in Agreement, tort including negligence or otherwise, shall not
exceed the aggregate dollar amount which Customer paid during
the term of this Agreement and reasonable attorney's fee and
court costs. |
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| Section
15. |
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Waiver of
Contractual Right |
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The failure of
either party to this Agreement 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 the
Agreement. |
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| Section
16. |
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Governing Law |
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This Agreement
shall be governed by and construed in accordance with the laws
of the State of New Mexico, USA without giving effect to any
principles or conflicts of law. If any provision of this
agreement shall be unlawful, void or for any reason
unenforceable, then that provision shall be deemed severable
from this agreement or such provision shall be reformed only
to the extent necessary to make it enforceable and shall not affect the validity and
enforceability of any remaining provisions. Litigation
or arbitration required because of this Agreement shall be
in San Miguel County, New Mexico, USA. The application
of the United Nations Convention on Contracts for the
International Sale of Goods is expressly excluded. |
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| Section
17. |
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Complete Agreement
This agreement, which includes Appendix A, contains
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. This Agreement may
be amended only in writing and signed by both parties. |
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| Signatures: |
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In witness
whereof, the parties hereto have executed this Agreement as of
the date indicated below: |
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Customer |
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Signature: |
_____________________________________ |
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Title: |
____________________________ Date: __________ |
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El Valle
Consulting, LLC. |
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Signature: |
_______________________________________ |
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Title: |
____________________________ Date: __________ |
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