Service Agreement

1.1 Project Services; Programming and Materials. Company agrees to perform the work or services as specified in the client's proposal. At Clients request Company will report to Client on the Status of the Work. Client, on reasonable advanced notice, may inspect the Work and receive a copy of it.

1.2 Conduct of Services; Company shall use its best effort to complete the Work outlined in the proposal, and with a level of skill commensurate with the requirements of this Agreement.

1.3 Acceptance of Results; Client will inform Company in writing whether Client accepts or rejects the final Work.

1.4 Method of Delivery; Unless otherwise specified, the method of delivery for completed works, under this agreement, shall be made through its upload to the hosting web server for websites or Client will pick up at the Company's location in Nashville, TN. Should Client desire, with reasonable advanced notice, obtain a "digital copy" provided on disc or "Zip" format, the cost of media and/or shipping shall be born solely on Client.
 
2.1 Method of Performing Services; Company Shall have the right to determine the method, details, and means of performing the work to be done for Client. Client shall have no right to, and shall not, control the manner or determine the method of accomplishing Company's services. Company may, however, require Client's personnel at all times to observe security and safety policies of Company. In addition, Client shall be entitled to exercise broad general power of supervision and control over the results of Work performed by Company or Company's personnel to ensure satisfactory performance, including the right to stop work, the right to make suggestions or recommendations as to details of the work, and the right to propose modifications to the work.

2.2 Reporting; At Client's request, Company will report to Client on the status of the Work. Unless otherwise specified by Client, all works and updates will be made available to Client via email.
3.1 Fees; Compensation for all Work shall be specified in the proposal.

4.1 State and Federal Taxes. As Company is not an employee of Client, Client shall not take any action or provide Company with any benefits or commitments inconsistent with Company being an independent contractor. In particular:
•    1. Client will not withhold FICA (Social Security) from Company's payments.
•    2. Client will not make state or federal unemployment insurance contributions on behalf of Company or its personnel.
•    3. Client will not withhold state and federal income tax from payments to Company.
•    4. Client will not make disability insurance contributions on behalf of Company.
•    5. Client will not obtain workers' compensation insurance on behalf of Company or its personnel.
 
5.1 Term; The term of this Agreement shall commence on the date of the project start and shall continue through the period specified by both Client and Company.

5.2 Termination; Company and Client may terminate this Agreement at any time, for any reason, with or without cause, by giving Client or Company written notice of termination. Termination will be effective within forty-eight hours of receipt of notice. If Client terminates for convenience, it will pay Company either for hours worked up to the date of termination, or in the case of a flat fee, for all accepted milestones and a prorated amount for partially completed deliverables. Company will submit invoices to Client for payment of all outstanding amounts and Client will pay all undisputed amounts within fifteen (15) days of receipt of the invoices. 
5.3 Termination for Rejection of Work; If any deliverable is rejected by Client or is not delivered by its due date, the Client may terminate this Agreement immediately by giving written notice to Company. Client will not owe any amount for deliverables which have not been accepted.

5.4 Termination for Material Breach; Either party has the right to terminate this Agreement if the other party breaches, or is in default of any obligation hereunder, which default is incapable of cure, or which, being capable of cure, has not been cured within fifteen (15) business days after receipt of written notice from the non-defaulting party, or within such additional cure period as the non-defaulting party may authorize.

5.5 Remaining Payments; Within three (3) days of termination of this Agreement for any reason, Company shall submit to Client an itemized invoice for any fees or expenses accrued under this Agreement. Client, upon payment of accrued amounts so invoiced, shall thereafter have no further liability or obligation to Company whatsoever for any further fees or expenses arising hereunder.

5.6 Survival of Termination; Notwithstanding any termination of the terms of this Agreement, the rights and licenses granted under Section 6 and the Trade Secret and Proprietary Protection of Section 7 hereof shall continue in effect in accordance with their terms and the Confidentiality of Section 8.
 
6.1 Ownership; As between Company and Client, except as set forth below in this Section 6, all right, title, and interest, including copyright interests and any other intellectual property, in and to the Work, or any deliverables created by the Work, including but not limited to any other programs, systems, data, or materials produced or provided by Company, alone or in combination with Client and/or its employees, under this Agreement shall become the property of Client upon receipt of final payment for services.

6.2 Company Data; All right, title, and interest in and to any data relating to Company's business are and shall remain the property of Company, whether or not supplied to Client.
 
7.1 Trade Secrets; As used herein, the term "Trade Secret (s)" shall include, but not limited to, Company information encompassed in all patents, patent applications, copyrights, computer software, web documents, source codes, documentation and operating manuals for such software or source codes, scientific or technical data, information, design process, procedure, formula, or improvement that is commercially valuable to Company know-how, plans, proposals, marketing and sales plans, Company lists, Company files, financial information, costs, pricing information, risk analysis, information regarding Company prospects and dealers or distributors, and all concepts or ideas in or reasonably related to the business of Company (whether or not conceived by Client or employees or agents of the Company) and not generally in the industry.
 
8.1 Warranties of Work:

8.1.1 Company warrants and represents that it will perform the Work with due diligence and in full compliance with the terms and conditions of this Agreement and the highest professional standards of one skilled in Company's industry.

8.1.2 With respect to all subject matter, including ideas, inventions, creations, works, processes, designs and methods, that Company will disclose, use, or authorized by Client to use, in its performance of the Work or the granting of any rights under this Agreement, Company warrants and represents that it has the right to make such disclosures, use and grant without liability to others. Company further warrants that: (1) it is able to perform the Work and that it does have an understanding or agreement with anyone else to perform such Work; (2) the Work, the software, if any, and all other services, information, or materials it provides will not in any way be derived from the confidential or proprietary information of any party other than Company or Client unless specifically authorized in writing by such third party source, (3) the Work or software, if any, do not and will not infringe any Intellectual Property Rights of others, unless given permission from third party; and (4) Company has full power to enter into this Agreement, to carry out its obligations under this Agreement.
 
9.1 Governing Law; This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Tennessee as they apply to a contract entered into and performed in the State.

9.2 Independent Contractors; The parties are and shall be independent contractors to one another, and nothing shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Company and either Client or any employee or agent of Client.

9.3 Notices; All notices required or permitted hereunder shall be given in writing addressed to the respective parties as set forth herein, unless another address shall have been designated, and shall be delivered by hand or by registration or certified mail, postage prepaid, or email.

9.4 Entire Agreement; This Agreement constitutes the entire agreement of the parties hereto and supersedes all representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by the party sought to be bound.

9.5 Parties in Interest; This Agreement is enforceable only by Client and Company. The terms of this Agreement are not a contract or assurance regarding compensation, continued employment, or benefit of any kind to any personnel assigned to Company's work, or any beneficiary of any such personnel, and no such personnel (or any beneficiary thereof) shall be a third-party beneficiary under or pursuant to the terms of this Agreement.

9.6 Arbitration and Mediation; The parties agree that they shall endeavor to settle any dispute that arises under this Agreement by Mediation., the parties agree to conduct the Mediation in Lake County with the third party referred by the Lake County Bar Association under its rules for Mediation. The cost of the mediation shall be born equally by the parties.
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof that has failed to settle mediation above, shall be settled by arbitration in Lake County, Illinois, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator may award monetary damages, punitive damages, injunctive relief, recession, restitution, costs and attorney's fees. The arbitration award shall be final and binding regardless of whether one of the parties fails or refuses to participate in the arbitration. The arbitrator shall not have the power to amend this Agreement in any respect.


Notes: Client further understands that it is the sole responsibility of Client to provide the content (text/copy) for their project. Company will be solely responsible for the layout and presentation of the provided content (text/copy) within the assembled project.