Beckmann Collaborative will provide the Services described in this signed Agreement, and use best efforts to complete the work within the estimated cost and schedule so long as the Client does not change the terms set forth in this Agreement and meets all of their responsibilities as outlined in the Agreement.
Subsequent Changes to Initial Proposal
If it becomes apparent to Beckmann Collaborative that either cost or scheduling are going to be exceeded due to changes or additions initiated by Client or by unforeseen issues, Beckmann Collaborative will advise Client in advance, in writing. Beckmann Collaborative agrees to work with Client to ensure the Services stay within budget.
Client agrees to provide Beckmann Collaborative with all information and materials needed for content creation in a timely manner.
Client shall pay a 50% deposit of the estimated cost (per project part) at the time the signed Agreement is delivered to Beckmann Collaborative and prior to the commencement of Services. The remaining unpaid portion of the total project cost shall be paid by Client to Beckmann Collaborative upon presentation of the final deliverables (per project part).
Copyright in the design of any advertising or marketing materials will belong to client according the to the Creative Commons license, any third-party components (open source or otherwise) shall be subject to their own particular licenses, if any.
Neither Beckmann Collaborative nor Client will divulge any confidential information without prior approval and for no other purpose than to complete the assigned tasks.
General Terms. Beckmann Collaborative, LLC (“Beckmann Collaborative”) agrees to provide the services (“Services”) set forth on the proposal to which these terms and conditions (these “Terms and Conditions”) are attached (the “Proposal”) and client (“Client”) agrees to pay for such Services as indicated in the Proposal and as provided below.
Applicable Terms & Conditions. By agreeing to the provision of the Services described in the Proposal, Client agrees to be bound by these Terms and Conditions. The Proposal and these Terms and Conditions are referred to herein collectively as this “Agreement”. Beckmann Collaborative neither accepts nor agrees to Client’s terms and conditions appearing on any form document, purchase order or request for or acknowledgment of services which may be exchanged by the parties in furtherance of, or in the course of, the purchase, sale or provision of Services. In the event of any dispute or conflict between provisions, this Agreement shall govern.
Fees. Client shall pay a 50% deposit of the estimated cost (per project part) at the time the signed Agreement is delivered to Beckmann Collaborative and prior to the commencement of Services. The remaining unpaid portion of the total project cost shall be paid by Client to Beckmann Collaborative upon presentation of the final deliverables (per project part).
Acceptance and Correction of Services. Client shall be deemed to have accepted the Services at the time the Services are rendered unless objection is made within three (3) days. Upon an objection, Beckmann Collaborative will use reasonable efforts to correct any errors or deficiencies or other nonconforming aspects of the Services (“Deficiencies”). Client may not delay or offset payment on account of such Deficiencies.
Force Majeure. Beckmann Collaborative will not be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by force majeure, which means acts of God, strikes, acts of terrorism, labor restrictions by any governmental authority, civil riot, floods, hurricanes, tornadoes, or other natural disaster, and any other cause not within the control of Beckmann Collaborative. A party who is delayed or fails to perform as a result of such an event (“Affected Party”) will use its commercially reasonable efforts to mitigate and minimize any delay in the performance of the affected obligation.
Title Transfer; Risk of Loss. Beckmann Collaborative shall bear all risk of loss until the completion of the performance of any portion of the Services for Beckmann Collaborative has invoiced Client. Thereafter, title and risk of loss shall transfer to Client, unless otherwise provided in the Proposal.
Term and Termination of Agreement. This Agreement will commence on the date of this Agreement and will remain in full force and effect until the completion of Services, or the date otherwise contained in the Proposal (the “Term”). Either party may terminate this Agreement by providing the other party with at least seven (7) days written notice of such termination. Client may terminate this Agreement with seven (7) days written notice if Beckmann Collaborative has committed a material breach of this Agreement and after providing written notice of such breach to Beckmann Collaborative, Beckmann Collaborative has failed to correct such breach within thirty (30) days of such notice. Further, should either party (i) become insolvent; (ii) have any proceedings instituted by or against it in bankruptcy, under insolvency laws, or for the party’s reorganization, receivership, dissolution, or liquidation; (iii) make an assignment for the benefit of creditors; or (iv) discontinue business or adopt a resolution calling for same, the other party may immediately terminate this Agreement for cause upon written notice. Upon termination of this Agreement by either party, Client shall pay all amounts still owed to Beckmann Collaborative and Beckmann Collaborative shall immediately discontinue Service. In the event that Service is postponed or terminated at the request of the Client, Beckmann Collaborative shall have the right to bill pro rata for Services completed through the sate of that request, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within 15 days of the Client’s written notice of Termination. In the event Client fails to pay an invoiced amount within thirty (30) days of the invoice date, then Beckmann Collaborative may terminate this Agreement, suspend Services, and/or disable, turn off or otherwise restrict public access to any website or other internet based products subject to this Agreement without any liability to Client. Upon receipt of payment in full of past due amounts, Beckmann Collaborative may, as determined in its sole discretion, restore access to the disabled website or other internet based products subject to this Agreement. The foregoing rights are not exclusive and Beckmann Collaborative reserves all other rights under this Agreement and at law or in equity.
Warranty. Beckmann Collaborative warrants that all Services provided pursuant to this Agreement will be performed in a good and workmanlike manner, in accordance with standards of practice, customs and care as are customarily observed by similar providers under similar circumstances. Except as provided herein, no other warranties, express or implied, including but not limited to any warranty of merchantability or fitness for a particular purpose, is made by Beckmann Collaborative with respect to the materials used or the Services provided pursuant hereto and/or any Proposal. Client’s sole remedy in the event of a breach of this paragraph is to request Beckmann Collaborative to correct any deficiency in the performance of the Services rendered hereunder. If Beckmann Collaborative determines such deficiency cannot be remedied, Beckmann Collaborative may terminate this Agreement and refund Client any fees paid.
Intellectual Property Rights.
Upon payment in full of all amounts owed to Beckmann Collaborative, Client shall be the sole owner of any source code, object code, other software and any intellectual property developed by Beckmann Collaborative, other than adaptations of intellectual property already owned by Beckmann Collaborative which shall remain the sole and exclusive property of Beckmann Collaborative; provided, however, such Beckmann Collaborative intellectual property shall be licensed to Client on a non-exclusive basis if necessary for the provision of Services contemplated hereunder. In addition, Beckmann Collaborative shall have a non-exclusive license to any intellectual property developed for and transferred to Client; provided, however, Beckmann Collaborative agrees to modify aspects of the intellectual property unique to Clients’s brand prior to using for any other client.
Limitation on Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM LIABILITY OF BECKMANN COLLABORATIVE UNDER THIS AGREEMENT FOR BREACH OF THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL COMPENSATION RECEIVED BY BECKMANN COLLABORATIVE FOR THE SERVICES GIVING RISE TO THE CLAIM. UNDER NO CIRCUMSTANCES SHALL BECKMANN COLLABORATIVE BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES INCLUDING LOST PROFITS LOSS OF TIME, LOSS OF USE, OR OTHER LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Intellectual Property. CLIENT HEREBY REPRESENTS AND WARRANTS THAT IT OWNS ALL MATERIAL AND CONTENT IT PROVIDES TO BECKMANN COLLABORATIVE IN CONNECTION WITH THE SERVICES AND IS NOT AWARE OF ANY ACTUAL OR ALLEGED INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. FURTHERMORE, CLIENT AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS BECKMANN COLLABORATIVE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS AGAINST ALL DAMAGES, LOSSES, CLAIMS, ACTIONS, DEMANDS, LIABILITIES, COSTS, FEES, EXPENSES, AND INJURIES OF ANY KIND OR NATURE ARISING FROM ANY ACTUAL OR CLAIMED INFRINGEMENT OF ANY PATENT, TRADEMARK, SERVICE MARK, COPYRIGHT, OR ANY OTHER THIRD PARTY INTELLECTUAL PROPERTY RIGHT WITH RESPECT TO MATERIAL AND CONTENT PROVIDED TO BECKMANN COLLABORATIVE BY CLIENT. CLIENT FURTHER AGREES BECKMANN COLLABORATIVE MAY REMOVE ANY DISPUTED CONTENT FROM A WEBSITE IT HOSTS OR MAINTAINS FOR CLIENT WITHOUT ANY LIABILITY TO CLIENT WHATSOEVER, SO LONG AS BECKMANN COLLABORATIVE HAS A GOOD FAITH BELIEF SUCH CONTENT INFRINGES UPON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND PROVIDES WRITTEN NOTICE TO CLIENT ADVISING THEM OF SUCH REMOVAL.
Indemnification. CLIENT AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS BECKMANN COLLABORATIVE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, AND AGENTS FROM AND AGAINST ANY AND ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT OR ARBITRATION COSTS) TO THE EXTENT ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM CLIENT’S OR ITS AGENT’S NEGLIGENCE, WILLFUL MISCONDUCT OR VIOLATION OF LAW IN THE PERFORMANCE OF THIS AGREEMENT OR ANY PROPOSAL OR ANY MATERIAL BREACH OF THIS AGREEMENT.
Entire Agreement; Governing Law, Venue, Severability. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement is governed by the internal laws of the State of Texas, excluding conflict of law rules. Client hereby consents to the jurisdiction of the courts of the State of Texas and the jurisdiction of federal courts of the United States of America sitting in the State of Texas. Venue for any action under this Agreement shall be exclusively in Travis County, Texas. In the event that any provision of this Agreement becomes or is held to be illegal by any court of competent jurisdiction, or becomes otherwise unenforceable, such provision will be deemed deleted from this Agreement and all the remaining terms of this Agreement will remain in full force and effect.
Assignment; Waiver; and Amendments. Neither party may assign its rights, delegate its duties under this Agreement without the prior written consent of the other party. The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other party will not be construed as a waiver of any right hereunder. This Agreement may not be modified or amended except in writing signed by the parties hereto; no other act, usage, or custom will be deemed to amend or modify this Agreement.
Notices. All notices relating to this Agreement must be given in writing and will be deemed given (i) in the case of mail, three days after the date deposited in the mail, postage prepaid, and certified, with return receipt requested; or (ii) in the case of personal delivery to an authorized representative or officer of the party, or in the case of express courier service or overnight delivery service of national standing, on the date of delivery or attempted.
Expenses. The prevailing party in any arbitration or judicial proceeding relating to or arising out of the provision of Services will be entitled to recover all reasonable expenses associated with such proceeding, including reasonable attorneys fees and expenses and applicable court or arbitration costs.
Solicitation of Employment. Client agrees not to contact, communicate with or solicit any Beckmann Collaborative employee, contractor or subcontractor for purposes of hiring, attempting to hire, or causing such employee to terminate or modify his or her employment, contractor or subcontractor status with Beckmann Collaborative during the performance of Services under this Agreement and for a period of one hundred eighty (180) days following conclusion of the performance of Services.