ScrollBird Web Design Agreement

 

THIS AGREEMENT (“Agreement”) made by and between The User (hereinafter “CLIENT”), and ScrollBird, an California Web Design and Marketing Company.

 

Recitals

 

WHEREAS, CLIENT is in the United States of America; WHEREAS, ScrollBird desires to provide web design services through its own methods and efforts to create a new website for CLIENT; WHEREAS, CLIENT desires to hire ScrollBird for the aforementioned purposes pursuant to the terms and conditions contained herein; NOW THEREFORE, in consideration of their mutual promises made herein, and for other good and valuable consideration, receipt of which is hereby acknowledged by each party, the parties, intending to be legally bound, hereby agree as follows:

 

Agreement

 

1. Term of Agreement.

 

a) Term. This Agreement and the timelines prescribed herein shall commence on the date the Agreement is received and accepted by CLIENT, along with the initial payment, is received by ScrollBird, and shall remain in effect until either party terminates this Agreement.

 

b) Binding Effect. Notwithstanding any termination, expiration of non-renewal of this Agreement at the end of the Term or otherwise, Paragraphs 6 shall remain in full force and effect and shall be binding upon the legal representatives, successors and assigns of the parties hereto.

 

2. Duties.

 

a) For the Term of this Agreement and any extensions hereto, ScrollBird shall use its best efforts to create a newly designed website for CLIENT.

 

b) Terms of agreement to include Web Design, Mobile Optimization, Original Content Transfer, Website Hosting, Unlimited Edits and Changes to site prior to final approval of website.

 

c) Completion of initial website re-design will be sent to CLIENT within four to six (4 to 6) weeks from execution of said contract and receipt of payment.

 

d) ScrollBird shall have the joint authority to create and edit content and the means and methods to promote on the internet.

 

3. Compensation.

 

a) Payment. For the initial web design services provided pursuant to this Agreement, CLIENT shall pay ScrollBird the amount agreed upon for the Design. For the monthly web hosting the client shall pay the monthly amount agreed upon for ScrollBird services.

 

4. Termination and Cancellation.

 

a) Either CLIENT or ScrollBird, in his or its sole discretion, may terminate this Agreement without cause at any time upon 30 Days written notice. 

 

b) Upon notice of the termination ScrollBird will issue one final invoice totaling the prorated service occurred plus the remaining 30 days of service to be issued.

 

5. No Solicitation.

 

a) Solicitation of Employees. During the periods in which the provisions of Section 5(a) shall be in effect, ScrollBird or CLIENT, directly or indirectly including through any affiliate entity shall not solicit, hire or contact any employee or the other for the purpose of hiring them or causing them to terminate their employment relationship with the other.

 

6. Non-Disclosure of Confidential Information.

 

a) Confidential Information. CLIENT and ScrollBird may from time to time, and at their sole discretion, disclose to the other certain Confidential Information for the sole purpose of this Agreement. ScrollBird and CLIENT mutually agree to hold such Confidential Information in strict confidence and such Confidential Information shall not be disclosed to any other person other than in connection with ScrollBird work for CLIENT under this Agreement.

 

Confidential Information includes, but is not limited to, trade secrets as defined by the common law and statute in California or any future California statute, patent applications, processes, policies, procedures, techniques including marketing techniques, designs, drawings, know-how, show-how, technical information, business models or plans, branding strategies, vendors, specifications, market research, customer information, customer lists, customer contact information, keywords, ad creative and account structuring.

 

For the purposes of this Agreement, the following will not constitute Confidential Information (i) Information which is or subsequently becomes generally available to the public through no act of ScrollBird or CLIENT and/or (ii) information which is lawfully obtained by operation of law or by the order of a court of competent jurisdiction.

 

b) Work Product. All domains and web pages shall be the sole and exclusive property of CLIENT. All designs, accounts, campaigns, keywords and ad creative conceived or made by ScrollBird in the performance of the services pursuant to this Agreement on behalf of CLIENT shall be the sole and exclusive property of ScrollBird.

 

c) Warranties: Client warranties that it has the legal rights to use all materials, information, logos, trademarks, etc. provided to ScrollBird by CLIENT during the duration of this agreement.

 

7. Assignability. The rights and obligations shall inure to the benefit of and be binding upon the successors and assigns of CLIENT or ScrollBird.

 

8. Severability. If any provision of this Agreement is deemed to be invalid or unenforceable, the remaining provisions of this Agreement shall be valid and binding and of like effect as though such provision were not included.

 

9. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual, facsimile signature or email delivery.

 

10. Attorney’s Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to its reasonable attorney’s fees, costs and expenses related to pre-litigation, litigation and appellate proceedings.

 

11. Governing Law and Venue. This Agreement shall be governed or interpreted according to the internal laws of the State of California without regard to choice of law considerations. 

 

12. Independent Contractor Status. ScrollBird acknowledges that it is an independent contractor of CLIENT and is not an employee.