EZ Drogas SPA eLearning Development Contract
This Contract is between Jose Horacio Tamayo Arbelaez (the "Client") and Unitech Unlimited Support INC, a New York based company (the "Contractor").
1. WORK AND PAYMENT.
1.1 Project. The Client is hiring the Contractor to do the following: Develop and deliver two platforms online.
Funciones y características generales de los sitios:
Integración de comercio electrónico:
Integración del sistema de reservas para Servicios SPA:
Integración del sistema de aprendizaje electrónico:
Cronograma del proyecto:Tiempo de desarrollo aproximado para la plataforma en línea de 4 a 6 semanas para su lanzamiento final.
Términos de pago:Si desea continuar con el desarrollo del proyecto descrito anteriormente, el $3000 de la tarifa creativa se debe cancelar al inicio del proyecto. $2500 se debe pagar 30 días después del inicio y $2500 restantes 30 días después.
1.2 Schedule. The Contractor will commence work as soon as the first payment is received and will continue until the work is completed. Either Client or Contractor can end this Contract at any time, pursuant to the terms of Section 6, Term and Termination.1.3 Payment. The Client will pay the Contractor in milestones totaling $8,000.00 (USD). The milestones will be invoiced as follows:
The Client agrees to pay the amount owed within the day of receiving the invoice.1.4 Expenses. The Client is responsible for any operational costs of the website (ie. hosting costs, third party API integrations, monitoring, other tools. The Contractor will be reimbursed these costs if Contractor is to incur them.1.5 Invoices. The Contractor will invoice the Client in accordance with the milestones in Section 1.3 (Payment)1.6 Support. The Contractor will provide 90 days of support from the day the Client requests.
2. OWNERSHIP AND LICENSES.
2.1 Client Owns All Work Product. As part of this job, the Contractor is creating “work product” for the Client. To avoid confusion, work product is the ﬁnished product, as well as drafts, notes, materials, mock-ups, hardware, designs, inventions, patents, code, and anything else that the Contractor works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Contractor hereby gives the Client this work product once the Client pays for it in full. This means the Contractor is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however, it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees ﬁt.2.2 Contractor’s Use Of Work Product. Once the Contractor gives the work product to the Client, the Contractor does not have any rights to it, except those that the Client explicitly gives the Contractor here. The Client gives the Contractor permission to use the work product as part of the Contractor's portfolio and websites, in galleries, and in other media, so long as it is to showcase the Contractor's work and not for any other purpose. The Contractor is not allowed to sell or otherwise use the work product to make money or for any other commercial use.2.3 Contractor’s Help Securing Ownership. In the future, the Client may need the Contractor’s help to show that the Client owns the work product or to complete the transfer. The Contractor agrees to help with that. For example, the Contractor may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t ﬁnd the Contractor, the Contractor agrees that the Client can act on the Contractor’s behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t ﬁnd the Contractor after spending reasonable eﬀort trying to do so, the Contractor hereby irrevocably designates and appoints the Client as the Contractor’s agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Contractor and on the Contractor’s behalf to execute, verify, and ﬁle the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).2.4 Contractor’s IP That Is Not Work Product. During the course of this project, the Contractor might use intellectual property that the Contractor owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Contractor is not giving the Client this background IP. But, as part of the Contract, the Contractor is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment). The Client cannot sell or license the background IP separately from its products or services. The Contractor cannot take back this grant, and this grant does not end when the Contract is over.2.5 Contractor’s Right To Use Client IP. The Contractor may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Contractor to build a website, the Contractor may have to use the Client’s logo. The Client agrees to let the Contractor use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Contractor’s job. Beyond that, the Client is not giving the Contractor any intellectual property rights, unless speciﬁcally stated otherwise in this Contract.
3. COMPETITIVE ENGAGEMENTS. The Contractor won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Contractor asks for permission beforehand and the Client agrees to it in writing. If the Contractor uses employees or subcontractors, the Contractor must make sure they follow the obligations in this paragraph, as well.
4. NON-SOLICITATION. Until this Contract ends, the Contractor won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Contractor puts out a general ad and someone who happened to work for the Client responds. In that case, the Contractor may hire that candidate. The Contractor promises that it won’t do anything in this paragraph on behalf of itself or a third party.
5.1 Overview. This section contains important promises between the parties.5.2 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.5.3 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.5.4 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.5.5 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.5.6 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.5.7 Client-Supplied Material Does Not Infringe. 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.
6. TERM AND TERMINATION. This Contract is ongoing until the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract oﬃcially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Contractor must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Contractor for the work done up until when the Contract ends and will reimburse the Contractor for any agreed- upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Conﬁdential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).
7. INDEPENDENT CONTRACTOR. The Client is hiring the Contractor as an independent contractor. The following statements accurately reﬂect their relationship:
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, and conﬁrm that it has done so. 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.
9. 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. LIMITATION OF LIABILITY. Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Contractor or both. For example, if the Client gets sued for something that the Contractor did, then the Contractor may promise to come to the Client’s defense or to reimburse the Client for any losses.10.2 Client Indemnity. In this Contract, the Contractor agrees to indemnify the Client (and its aﬃliates and its and their directors, oﬃcers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Contractor has done under this Contract; (ii) a breach by the Contractor of its obligations under this Contract; or (iii) a breach by the Contractor of the promises it is making in Section 5 (Representations).10.3 Contractor Indemnity. In this Contract, the Client agrees to indemnify the Contractor (and its aﬃliates and its and their directors, oﬃcers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
11.1 Assignment. This Contract applies only to the Client and the Contractor. The Contractor cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without ﬁrst receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Contractor’s permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.11.3 Modiﬁcation; Waiver. To change anything in this Contract, the Client and the Contractor must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.11.4 Notices.(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certiﬁed or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certiﬁed mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location speciﬁed in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.11.6 Signatures. The Client and the Contractor must sign this document using Unitech’s e-signing system. These electronic signatures count as originals for all purposes.11.7 Governing Law. The laws of the state of New York govern the rights and obligations of the Client and the Contractor under this Contract, without regard to conﬂict of law principles of that state.11.8 Entire Contract. This Contract represents the parties’ ﬁnal and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.
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Document Name: EZ Drogas SPA eLearning Development Contract
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