The Legal Terms & Conditions You Must Have For Every Important Document

This agreement (hereafter referred to as the “Agreement or “Contract”) dated ________________ , is between SELLERNAME (hereafter referred to as the “Seller”), and PURCHASER located at PURCHASERSADDRESS (hereafter referred to as the “Purchaser”), (individually, the “Party” and collectively, the “Parties”).

WHEREAS, this agreement sets forth all terms and conditions under which Seller agrees to sell and transfer to Purchaser all ownership rights in and to the domain name DOMAINNAMES (“Domain Name(s)”) including any and all trademark rights and attendant goodwill associated therewith.

WHEREAS, the Parties agree as follows:

Work outside of business hours, emergencies, or same day work will be billed at 2x the above rate

Change Orders and Unforeseen Conditions. A Change Order is any change to the original plans and/or specifications. All change orders need to be agreed upon in writing, including cost, additional time considerations, approximate dates when the work will begin and be completed, a legal description of the location where the work will be done and signed by both parties. 50% of the cost of each change order will be paid prior to the change, with the final 50% paid upon completion of the change order. Additional time needed to completed change orders shall be taken into consideration in the project completion date. As the construction work progresses, other hidden conditions may become better known. It is possible that variations in soil conditions or builder defects could exist between or beyond the points of exploration or that other conditions may be unforeseen, both of which may require investigation and analysis and may result in design changes. Unforeseen builder defects should be identified in writing to Homeowners Association upon discovery. Design changes usually result in additional project costs due to the scope of work changes be charged as a change order.

Start Date: Upon receiving this signed agreement and “payment”

Renewal. This agreement will automatically renew for additional one (1) year term unless either party notifies the other in writing electing to not renew at least thirty (30) days prior to the end of the current term. Pricing for renewal will not be exceed 20% more than the current contract.

Progress Payments: Client will make payments to SERVICEPROVIDER pursuant to the attached construction invoice. Owner shall make payments to SERVICEPROVIDER within 15 days after receiving invoice by SERVICEPROVIDER. Should CLIENT fail to make a payment, SERVICEPROVIDER may charge a penalty of 25% annually upon the unpaid amount until paid. If payment is not received by SERVICEPROVIDER within 30 days after delivery of payment for work satisfactory completed, SERVICEPROVIDER shall have the right to stop work or terminate the contract at SERVICEPROVIDER’s option. Termination by SERVICEPROVIDER under the provisions of this paragraph shall not relieve the CLIENT of the obligations of payments to SERVICEPROVIDER for that part of the work performed prior to such termination.

Bonus: 1% bonus for the average percentage increase of sites assigned, reviewed quarterly and paid annually.

• Hourly Rates: Travel time billed at a ½ hourly rate – door to door
• Emergencies, same-day requests, or work outside of regular business hours – ($398.00) per hour
• Media Buys: Actual cost
• Mileage: 55 cents per mile. Toll fees at actual cost
• Postage Actual cost
• Duplication: Black & White ($0.20) per copy or side; Color (legal or letter size) ($0.65) per copy or side; Color (11”x17”) ($0.85) per copy or side
• Faxes: ($1.00) per page – outgoing only
• Insurance: If additional insurance (over the $1,000,000 presently held by SERVICEPROVIDER) is requested/required by the CLIENT, that portion directly attributable to this product for premiums as required in Agreement or agreed upon by the Parties, shall be paid by the CLIENT.
• Other: All other costs incurred, such as reproductions, special delivery, rental of equipment, meeting rooms, etc. will then be charged to the CLIENT on the actual invoice amount plus $10%.

The following person will be the point of contact between CLIENT & SERVICEPROVIDER:

Name: ______________________________________________________

The individual named above has the authorization to approve work, make comments and/or speak on behalf of CLIENT. SERVICEPROVIDER will charge for all additional requests made by this individual outside of this agreement without the need for any additional approval.

1. Miscellaneous Terms & Conditions
   1. The Advice of Counsel. Each party acknowledges that he or she has been advised to seek the advice of a separate lawyer and has had the opportunity to seek the advice of a separate lawyer.
   2. Construction. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
   3. Headings. The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
   4. Assignment. Either party hereunder, may not assign this agreement and the rights, duties, and obligations hereto without the express prior written consent of the other party hereto.
   5. Entire Agreements
      1. Integrated Agreement. This Agreement, including the Exhibits, attached and incorporated herein, constitutes the entire agreement between Seller and Purchaser and supersedes all prior oral and written quotations, communications, promises, agreements and understandings of the Parties, if any, with respect to the subject matter.
      2. No Oral Modification or Waivers. The terms herein may not be modified or waived orally, but only by an instrument in writing signed by the party against which enforcement of the modification or waiver (as the case may be) is sought.
      3. Other Terms and Conditions. The Parties shall comply with the Exhibits.
      4. Notices: All notices, demands or other communications given hereunder shall be in writing and shall be sufficiently given if delivered by overnight delivery service or sent by U.S. mail, first-class, postage prepaid, telecopy or similar written means of communication, addressed to the Members at the addresses specified in Signature Lines below.
      5. Survival of Obligations: Each Party’s obligations under the Agreements, which by their nature would continue beyond the termination or expiration of this Agreement, will survive such termination or expiration.
   6. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this Agreement and all other provisions will remain in effect, unless the illegal, invalid or unenforceable provision goes to the essence of this Agreement. The Parties shall act in good faith to renegotiate such illegal, invalid or unenforceable provision to as closely reflect the original intent of the Parties as possible without changing the essence of this Agreement.
   7. Further Assurances. Each party shall perform any and all further acts and execute and deliver any documents that are reasonably necessary to carry out the intent of this Agreement.
   8. Governing Law. All issues relating to the rights of the parties or enforcement of this Agreement shall be governed exclusively by the law of the State of California, United States of America. All actions shall be brought in the Orange County Superior Court, State of California.
   9. Indemnification. Except as otherwise provided herein, each party hereby agrees to indemnify, defend and hold harmless the other party, its affiliates and all officers, directors, employees, and agents thereof (hereinafter referred to as “Indemnities”) from all liabilities, claims, damages, losses, costs, expenses, demands, suits and actions (including without limitation attorney’s fees, expenses and settlement costs) (collectively, “Damages”) arising out of or related to the conduct of the other party’s operations, including, without limitation, damages arising out of or related to damage or injury to property or persons, or to any representations of the other party not authorized hereunder, unless such Damages are the result of an Indemnities’ gross negligence, criminal actions or willful omissions.

1. Relationship of the Parties. The relationship between the parties shall be that of principal and independent contractor. The SERVICEPROVIDER has no authority to bind or otherwise legally commit the CLIENT to any Agreement or agreement without the prior written approval of the CLIENT. The CLIENT agrees that it will not withhold taxes on amounts due to SERVICEPROVIDER under the terms of this Agreement.
2. Employees/Subcontractors. SERVICEPROVIDER has the right to hire employees and/or subcontractors to provide the services required by this Agreement. A non-disclosure agreement may or may not be signed by potential employees prior to employment.

1. Conflicts of Interest.
   1. Client. The CLIENT represents that [he or she] is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between CLIENT and any third party.
   2. Affiliate Compensation. SERVICEPROVIDER is compensated to provide opinion on products, services, websites, and various other topics. Even though SERVICEPROVIDER receives compensation for this information, SERVICEPROVIDER always gives our honest opinions, findings, beliefs, or experiences on those topics or products. SERVICEPROVIDER may also benefit from product or service upsells to CLIENT.

1. Limitations on Liability
   1. Notwithstanding any provision to the contrary, the total liability of SERVICEPROVIDER, and its employees and SERVICEPROVIDERs, for all losses, damages, costs, and expenses, including attorneys fees, shall not exceed the aggregate amount paid to SERVICEPROVIDER under this Agreement, regardless of the legal theory under which such liability is imposed.
   2. In no event shall SERVICEPROVIDER or its subcontractors of any tier be liable in Agreement, tort, strict liability, warranty or otherwise, for any special, incidental or consequential damages, such as, but not limited to, delay, disruption, loss of product, loss of anticipated profits or revenue, loss of use of the equipment or system, non-operation or increased expense of operation of other equipment or systems, cost of capital, or cost of purchase or replacement equipment systems or power.
   3. In no event shall SERVICEPROVIDER, SERVICEPROVIDER employees, SERVICEPROVIDERs, officers or directors be liable for any indirect, consequential, incidental, special, punitive or exemplary damages, or for any loss of profits or revenue, regardless of whether we knew or should have known of the possibility of such damages, and in no event shall our total cumulative liability, including attorneys’ fees, under this agreement exceed the fees paid to SERVICEPROVIDER certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights.

1. Remedies. Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.

1. Intellectual Property
   1. Non-Exclusive. Except as otherwise provided for herein, CLIENT acknowledges and agrees that no aspects of the SCOPE are to be considered “works made for hire” under the Copyright Act. Additionally, except as otherwise provided for herein, SERVICEPROVIDER will retain all right, title and interest in and to any materials provided to CLIENT by SERVICEPROVIDER, and all intellectual property relating to any of the foregoing, including but not limited to, copyrights, patents, and trademarks.
      SERVICEPROVIDER Information. CLIENT will not acquire any rights to SERVICEPROVIDER’s goodwill, trademark, copyright or other property of SERVICEPROVIDER. All SERVICEPROVIDER data and trade secrets shall be the sole possession of SERVICEPROVIDER and CLIENT shall have no right to them.
   2. CLIENT Information. SERVICEPROVIDER will not acquire any rights to the CLIENT’s goodwill, trademark, copyright or other property of CLIENT. All CLIENT data and trade secrets shall be the sole possession of CLIENT and SERVICEPROVIDER shall have no right to them.
   3. Trademarks, Registration, Copyright Infringement – Limited Liability. CLIENT agrees that it shall not hold SERVICEPROVIDER or employees liable for any registered trademark and or copyright infringement. While SERVICEPROVIDER will work diligently to not violate any registered trademarks or copyright material, CLIENT assumes responsibility for any disputes with third parties regarding the aforementioned.
   4. Marketing. CLIENT acknowledges and agrees that SERVICEPROVIDER will have the right to use Client’s name, description, logo, URL, and website screenshots in SERVICEPROVIDER’s advertising and/or promotional materials.
      Ownership. Until full payment has been made, SERVICEPROVIDER retains ownership of all original artwork or parts contained therein, whether preliminary or final. Upon full payment, the CLIENT shall obtain ownership of the final artwork to use and distribute as they see fit. In perpetuity, SERVICEPROVIDER retains the right to use the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes, marketing materials, and portfolio. Where applicable the CLIENT will be given any necessary credit for usage of the project elements.
   5. Third-Party Assets/”Off-The-Shelf-Solutions.” SERVICEPROVIDER warrants and represents that in some cases third party assets, designs, or templates may be used in the completion of a project. These are not to be considered as original works. In addition, while we attempt to deliver all projects bug-free, no warranty will be extended as a result of SERVICEPROVIDER implementing any such solution.

1. Improper Use Policy
   1. CLIENT shall not engage in, employ or utilize practices, procedures, activities, techniques or methods that in any way violate federal, state, local, or international law or the rights of others. This prohibition includes but is not limited to, any actions or omissions to act of CLIENT which are threatening, obscene or defamatory, which violate trade secret, copyright, trademark or patent rights, or which violate rights of privacy or publicity. SERVICEPROVIDER may cooperate fully with law enforcement agencies if criminal activity is suspected.
   2. CLIENT shall obey any acceptable use policies for its websites. The CLIENT shall not engage in, employ or utilize practices, procedures, activities, techniques or methods which are designed to, or in any way, deceive or otherwise mislead or confuse web crawlers, robots or spiders utilized by search engines. Such practices include, but are not limited to, spamming the index, spamdexing, mouse trapping, pagejacking, or otherwise deceiving, misleading or confusing or attempting to deceive, mislead or confuse web crawlers, robots or spiders by means of hidden or invisible (tone on tone) text or links, misleading or repeated words in metatags or page body, extended use of tiny print, doorway pages, meta refresh jump pages, duplicate or shadow sites or pages, use of keywords out of context with page content, deceptive cloaking, serving different content to a search engine web crawler, robot or spider than to a visitor, or otherwise deliberately trying to pollute the index with irrelevant sites or pages, or in any other way deceiving, misleading, confusing or attempting to deceive, mislead or confuse the ranking and filtering algorithms utilized by search engines.
   3. Any actions that SERVICEPROVIDER, in its sole discretion, believes to be an attempt to engage in, employ or otherwise utilize any of the foregoing practices, procedures, activities, techniques or methods, or anything of the kind, shall be deemed to be a violation of the provisions of this section. Notice of these violations shall be in writing and CLIENT shall have 30 calendar days to make CLIENT’s website comply with this agreement. Such practices, procedures, activities, techniques and methods and the fallout therefrom can cause significant damage to SERVICEPROVIDER in terms of resources and staff time as well as reputational damage. Such damages are difficult to calculate in a precise amount. Should CLIENT be deemed to have violated or to be in violation of this Section, the CLIENT agrees that in addition to any remedies provided under this Agreement, the CLIENT’s account may be immediately restricted, suspended or be permanently canceled without reimbursement and, as liquidated damages and not as a penalty, all amounts which would have been due to SERVICEPROVIDER under the Agreement if the Agreement had not been terminated, shall be immediately due and payable in full. Should actual damages be ascertainable in excess of such amount, CLIENT shall be liable for the actual damages. In addition, CLIENT shall be liable for costs and attorneys’ fees incurred in collecting any such damages from the CLIENT. Furthermore, should CLIENT Agreement for services that violate the provisions of this section, such Agreement shall be treated as a violation of the provisions of this section.

1. Hours of Operation.
   1. Communication. While SERVICEPROVIDER strives to fulfill same-day communication, please allow a 1-3 business day turnaround time for emails or phone calls. Mandatory, same-day requests are subject to availability and may be billed at twice your normal rate based on the discretion of SERVICEPROVIDER.
   2. Weekly Business Hours. SERVICEPROVIDER accepts calls or emails from 9am to 5pm, Monday through Friday (pacific standard time).
   3. Holiday Schedule.SERVICEPROVIDER is closed on all US bank and religious holidays.

1. Billing:
   1. Pricing. Both parties will adhere to the price set by each as final. Both parties attest that the pricing for product(s) and/or service(s) represents fair market value, to the best of their knowledge, within that industry.
   2. Project:
      1. Production Schedule / Product Delivery. Any alteration or deviation from the above specifications involving extra costs will be executed only upon approval with the CLIENT. SERVICEPROVIDER shall not incur any liability or penalty for delays in the completion of the project due to actions or negligence of CLIENT, changes in CLIENTS needs, and additional requests by CLIENT, unforeseen illness, or external forces beyond the control of SERVICEPROVIDER. If such event(s) occur, it shall entitle SERVICEPROVIDER to extend the completion/delivery date, by the time equivalent to the period of such delay.
      2. Proofing of Final Project. SERVICEPROVIDER shall make every effort to ensure the final product is free of any grammatical and spelling errors, before giving the final product to the CLIENT. It is agreed that it is the client’s responsibility to ensure that there are no spelling or grammatical errors contained in the final product. It is agreed that SERVICEPROVIDER is not responsible or held liable for any errors contained in the final product after the final product has been committed to print or posted in view of the public.
      3. Completion:
         1. A project is completely based on the scope, and not based on aesthetic subjectivity.
         2. Once SERVICEPROVIDER completes the work and requests payment for the milestone, CLIENT has fifteen (15) calendar days to review the work and make payment.
   3. Retainer:
      1. Rollover: Unused hours, will not roll over to the following month. It is the responsibility of CLIENT for scheduling appointments, projects, etc, as related to the above scope. CLIENT may request additional time, but not less. If more time is requested, it shall not exceed five (5) hours of additional billings before CLIENT receives additional invoices.
   4. Late Fees.
      1. All payments are due upon receipt of invoice. Payment will be considered late if not received within fifteen (15) calendar days of the due date.
      2. Payments will be considered late if not received by the fifth (5) day of each month. A $10 fee will be applied per day until the payment has been received. If late payments occur more than twice, a credit card will be required and CLIENT will pay the additional credit card merchant fee.
   5. Credit Card:
      1. Chargeback. CLIENT agrees to permanently and irrevocably waive any and all right to cause a “chargeback” (that is, a disputed, reversed or contested charge) effective as soon as SERVICEPROVIDER commences services. CLIENT expressly confesses, in the event of such a “chargeback”, that such chargeback constitutes fraud and confess such fraud. CLIENT agrees to pay all costs incurred by SERVICEPROVIDER to reimburse these costs.
      2. Authorization. CLIENT hereby authorizes SERVICEPROVIDER to use this information for all subsequent charges relating to this agreement.
   6. Billable Time: Fees are assessed on an hourly basis, based on the rate above, and are broken down into fifteen (15) minute segments. CLIENT should always expect to be charged for any services requested. SERVICEPROVIDER has a very liberal policy concerning occasional phone calls or email questions and don’t always bill for our time, especially when they are short (less than 5 minutes) and infrequent (do not occur more than a couple of times per year) but CLIENT should never assume that CLIENT will not have to pay for these services, regardless of the circumstances. Sometimes SERVICEPROVIDER will request payment or bill immediately for such instances and at other times SERVICEPROVIDER will add those fees to other invoiced projects. Again, this is at SERVICEPROVIDER’s discretion.
   7. Sales Tax. All projects that result in a finished product are subject to applicable tax, which is to be paid by the CLIENT. Proposal pricing does not reflect applicable taxes.
   8. Refunds. All sales are final.

1. Delays and Termination:
   1. Delay Of Performance. SERVICEPROVIDER will attempt to meet and adhere to all agreed-upon project deadlines and schedules identified hereunder.
      1. Reasonable Notice. SERVICEPROVIDER will provide reasonable notice in the event of a delay.
      2. Opportunity to Cure. Prior to any claim for damages being made, CLIENT must provide SERVICEPROVIDER with reasonable notice of any alleged deficiencies in performance and SERVICEPROVIDER shall have a reasonable opportunity to cure any alleged defect in performance.
      3. Fees. SERVICEPROVIDER will not incur any fees as a result of such delay.
      4. Force Majeure. IMPEDIA is not liable for failure to perform the party’s obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service. No party is entitled to terminate this Agreement in such circumstances. SERVICEPROVIDER will not incur any fees as a result of such delay.

1. Termination
   1. Early Termination Fee. Unless otherwise stated, in the event of termination, SERVICEPROVIDER will be paid for all remaining money as outlined in this agreement and expenses incurred up to the last date of the month of termination of this Agreement. SERVICEPROVIDER may, at its discretion, further terminate outstanding obligations made in SERVICEPROVIDER’s name on behalf of the CLIENT, if this agreement is terminated or not renewed at the end of the agreement period.
   2. Mutual Termination. If both SERVICEPROVIDER and CLIENT agree to the termination of this agreement, CLIENT will not be required to pay an early termination fee.
   3. Unauthorized Administrative Access. If an unauthorized person access materials (ie. website, etc) and “undo” or damages the work of SERVICEPROVIDER. The client is liable for the early termination fee.
   4. Automatic Termination. Notwithstanding the foregoing, the Agreement shall terminate automatically upon the occurrence of any of the following events:
      • 1. Events:
        1. If one of the parties shall be declared insolvent or bankrupt;
        2. If a petition is filed in any court and not dismissed within ninety (90) calendar days to declare one of the parties bankrupt or for reorganization under Bankruptcy Law or any similar statute;
        3. If a Trustee in Bankruptcy or a Receiver or similar entity is appointed for one of the parties; or
        4. If the CLIENT fails to make any payment due to SERVICEPROVIDER as described for under this Agreement.
        5. If CLIENT fails or is unwilling to respond to a request by SERVICEPROVIDER (whether that be by phone, email, or mail) for fifteen (15) calendar days.
   5. Ownership. In the event of cancellation of the project, ownership of all copyrights and the original artwork and disks shall be returned and retained by SERVICEPROVIDER.

The proposed terms of this agreement shall expire if not signed and delivered on or before 7/20/2019

This document, including any attachments, is confidential and may be legally privileged. If you are not the intended recipient or their agent, you are hereby notified that reading, disclosing, copying, distributing or using any information contained in this document is strictly prohibited. If you have received this document in error, please immediately notify us by telephone at (714) 922-0950 and destroy the document.

1. Warranty: Nothing in this agreement is to be determined as a warranty or guarantee.
   1. Internet Marketing/Search Engine Understanding. CLIENT understands that the algorithms controlling search engines change regularly and that past performance is not an indicator of future results.

1. Attorney Fees. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in Agreement, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, costs, costs of collection and expenses incurred.

1. Mediation and Arbitration.
   1. Mediation. If any dispute arises under the terms of this Agreement the parties agree to select a mutually agreeable neutral third party to help them mediate it. The Request for Resolution shall include all of the following: a) A brief description of the dispute between the parties; b) A request for mediation; c) A notice that the party receiving the Request for Resolution is required to respond within thirty (30) calendar days of receipt of the request will be deemed rejected.
   2. Service of the Request for Resolution. The request for Resolution must be served by personal delivery, first-class mail, express mail, facsimile transmission, or other means reasonably calculated to provide the party on whom the request is servers actual notice of the request.
   3. Response to a Request for Resolution. A party served with a Request for Resolution has thirty (30) calendar days following service to accept or request the request. If a party does not accept the request within that period, the request is deemed rejected. If the party served accepts the request, the parties are required to complete the mediation within thirty (30) calendar days after the party initiating the request receives the acceptance, unless this period is extended by written stipulation signed by both parties.
   4. Binding Arbitration. If the mediation is unsuccessful, the parties agree that the dispute shall be decided by binding arbitration under the rules issued by the American Arbitration Association in Orange County, California. The decision of the arbitrator shall be final. The decision can be entered into any city or federal court located in Orange County, California.
   5. Ramifications of a Refusal to Participate in ADR. If a party refuses to participate in ADR, the other party may only then commence an enforcement action (lawsuit). At the time of commencement of an enforcement action (lawsuit), the party commencing the action must file, with the initial pleading, a certificate stating that one or more of the following conditions is satisfied: a) One of the other parties to the dispute did not accept the terms offered for ADR, or b) preliminary or temporary injunctive relief is necessary.
   6. Attorney Fees. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in Agreement, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, costs, costs of collection and expenses incurred.

By executing this agreement, Parties agree to and accepts the above prices, specifications and conditions. Parties are authorized to execute this agreement. This agreement is not valid until signed by both Parties. A completed faxed or scanned copy of this agreement will constitute an original document and a valid placement of debt. This Agreement shall commence on the date stated below, and shall remain in effect until all obligations under this Agreement have been completed.

By executing this agreement (including Exhibits A, B and C), CLIENT agrees to and accepts the above prices, specifications and conditions, including any and all initial and subsequent orders, which can be placed by any written means that includes fax, email, correspondence and notation. SERVICEPROVIDER is authorized to execute the project as outlined in this agreement. Payment will be made as proposed above. This agreement is not valid until signed by client and returned to SERVICEPROVIDER. A completed faxed or scanned copy of this form will constitute an original document and a valid placement of debt. This Agreement shall commence on the date stated below (as executed by CLIENT), and shall remain in effect until all obligations under this Agreement have been completed.