SOFTWARE DEVELOPMENT AGREEMENT
Client (“Client”) is hiring iwebdesign (“Freelancer”) to do freelance software development work. The following sets forth the agreement between these two parties and binds them both.
SCOPE OF WORK
Freelancer will do the following for Client (the “Scope of Work”):Develop a website
Freelancer may decline, or charge additionally for, work that Freelancer reasonably deems to be beyond this scope.
The final deadline for completing the work is 3 weeks after full payment is made.
OWNERSHIP OF THE WORK
Freelancer hereby assigns to Client all right, title and interest in the work produced or developed under this agreement, including all patent, trade secret and trademark rights, and copyrights. This assignment is conditioned on Freelancer being paid the full amount owed under this agreement.
- a flat fee of “Product Price”, which includes up to 3 rounds of revisions (5 for “Full C-Commerce Website), provided that such revisions do not exceed the Scope of Work above.
Of Freelancer’s fee, Full payment is due at the moment of hiring the service.
The checked term applies:
- Freelancer will be solely responsible for Freelancer’s expenses in connection with this agreement.
Upon completion of the work, Freelancer will invoice Client for any amount due. Payment is due on the invoice date, or as specified in the invoice.
Any amount not received by its due date will collect interest at the legally allowable maximum.
Any information supplied by one party to the other marked as “Confidential” must be used only for the purposes of this agreement and must not be disclosed to other parties without the discloser’s written consent. This does not apply to information that is publicly available or that the recipient already properly knew, developed or received independently. When the agreement terminates, Freelancer must return to Client any materials containing confidential information. Confidentiality obligations survive termination of this agreement.
INDEPENDENT CONTRACTOR RELATIONSHIP
Freelancer is an independent contractor, not an employee or partner of Client. Freelancer is solely responsible for all taxes, withholdings, insurance, and any other obligations that may apply to an independent contractor.
FREELANCER WARRANTS THAT NO OBLIGATION TO A THIRD PARTY PROHIBITS FREELANCER FROM ENTERING INTO THIS AGREEMENT, AND THAT TO FREELANCER’S KNOWLEDGE, WORK PRODUCED UNDER THIS AGREEMENT WILL NOT VIOLATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
LIMITATION OF LIABILITY
UNLESS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE LIABILITY OF EITHER PARTY TO THE OTHER FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO THE AMOUNT OF FREELANCER’S TOTAL FEES UNDER THIS AGREEMENT.
If either party materially breaches this agreement, the non-breaching party may terminate the agreement only by providing written notice of the breach to the breaching party. The breaching party shall have 5 days to cure the breach after receiving such notice. If the breaching party fails to cure the breach in that time, the agreement shall terminate except with respect to those obligations that are noted herein as surviving termination.
If the agreement terminates for any reason other than a material uncured breach by Freelancer, then Freelancer is immediately entitled to:
- liquidated damages in the amount of full payment , which the parties agree represents fair compensation for the harm Freelancer would suffer from termination
The above payment obligation, and any payment obligations pending at termination, survive termination.
Upon termination, any license Client has in the work is immediately revoked.
This agreement is between Client and Freelancer and neither is allowed to delegate, transfer or assign it to a third party without the written consent of the other.
This is the parties’ entire agreement on this matter, superseding all previous negotiations or agreements. It can only be changed by mutual written consent.
The laws of the country of Argentina govern this agreement and any disputes arising from it must be handled exclusively in courts in that country. The prevailing party in any dispute will be entitled to recover reasonable costs and attorneys’ fees.
Accepting this agreement and terms of service, physical or electronic, will have the same effect as signing an original.