Webaholics Contractor Agreement
This Software Development Agreement ("Agreement") is made and effective this of August 17, 2022, by and between Webaholics, Inc., a Utah Corporation ("Company") and , an Independent Contractor ("Developer").
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree asfollows:
1. Duties and Responsibilities.Developer shall serve as an independent contractor of Company and shall design and develop business tools andany other software applications as requested by the Company ("the Software") according to the functionalspecifications and related information, if any, including but not limited to those attached hereto as Exhibit A andincorporated herein by this reference (the “Specifications”). Developer acknowledges that it has beencontracted for such tasks and that it shall report all findings and make all recommendations directly to themanagement of Company. The Software, including all versions in either source code or object code form, shallbe delivered to Company no later than the agreed on completion dates for each project. Developer shall attendmandatory weekly planning meetings.
2. Ownership of Software.For purposes of intellectual property laws, to the maximum extent possible, Company is the author and inventorof all rights associated with the Software. Further, the development of the Software is "work made for hire"within the meaning of the Copyright Act of 1976, as amended, and that the Software shall be the sole propertyof Company. Developer hereby assigns to Company, without further compensation, all of its right, title andinterest in and to the Software and any and all related patents, patent applications, copyrights, copyrightapplications, trademarks and trade names in the United States and elsewhere. Developer will keep andmaintain adequate and current written records with respect to the Software (in the form of notes, sketches,drawings and as may otherwise be specified by Company), which records and all associated code shall beavailable to and remain the sole property of Company at all times. Developer shall immediately provide anyaccess information, passwords, and any other information needed to utilize the same on request from Company.All versions of the Software shall contain Company's conspicuous notice of copyright. Developer will assistCompany in obtaining and enforcing patent, copyright and other forms of legal protection for the Software inany country, at Company’s expense, without any additional compensation of Developer. Upon request,Developer will sign all applications, assignments, instruments and papers and perform all acts necessary ordesired by Company to assign the Software fully and completely to Company and to enable Company, itssuccessors, assigns and nominees, to secure and enjoy the full and exclusive benefits and advantages thereofwithout any additional compensation of Developer.
3. Compensation.Payment shall be on a biweekly basis as follows (check and fill in the applicable):
With respect to payment, it is of the essence of this agreement that the Developer satisfactorily meet clientdeadlines, client expectations, and that Developer respect all ownership obligations and confidentiality.
4. Independent Contractor.Developer shall operate as, and have the status of, an independent contractor and shall not act as or be anagent or employee of the Company. Developer understands that Developer is not authorized to incur anyexpenses on behalf of the Company. Developer shall not subcontract or assign this Agreement or any parthereof without the Company’s prior written consent. Any such subcontract or assignment shall be void.Developer shall maintain appropriate worker’s compensation and liability insurance and shall provide evidenceof such insurance upon request. Developer shall be responsible for payment of all applicable taxes in respect ofthe compensation paid hereunder and shall provide evidence of such payment upon request. Developer shall beregularly available (during regular business hours) for consultation at the Company’s offices, or at such otherlocation or by such other means as the Company and Developer may reasonably agree. Developer assures thatno unauthorized aliens as defined in the Immigration Reform and Control Act of 1986 shall perform work for theCompany pursuant to this Agreement.
5. Development Staff-Monitoring and Non-compete.
A. Developer will utilize employees and/or contractors capable of designing and implementing the Software tobe developed hereunder. All work shall be performed in a professional and workman-like manner. Developershall arrange for such employees and/or contractors, if any, to execute and deliver any document or instrumentreasonably requested by Company to reflect Company's ownership of the Software or in connection with anyapplication for patent or copyright.B. Company shall have the right to reasonably observe and monitor all aspects of the performance by Developerof its obligations hereunder and Developer shall use reasonable efforts to facilitate such observation andmonitoring. Information, functions and operations of Developer not directly related to its obligations hereundershall not be subject to observation and monitoring.C. Developer shall have access to Company’s clients and to confidential information from and/or relating toCompany’s clients. Developer, during the term of this Agreement and for a period of one year following thetermination thereof, shall not replicate, reproduce, or duplicate any of the Software or related tools or protocolsproduced under this Agreement for the benefit of any party other than Company and shall not solicit work fromor work directly for any of Company’s clients and shall not solicit any of Company’s employees or independentcontractors.
6. Change in Specifications.Company may, in its sole discretion, request that changes be made to the Specifications, or other aspects of theAgreement and tasks associated with this Agreement. If Company requests such a change, Developer will use itsbest efforts to implement the requested change at no additional expense to Company and without delayingdelivery of the Software. In the event that the proposed change will, in the reasonable opinion of Developer,require a delay in delivery of the Software or would result in additional expense to Company, then Company andDeveloper shall confer and Company shall, in its discretion, elect either to withdraw its proposed change orrequire Developer to deliver the Software with the proposed change and subject to the delay and/or additionalexpense.
A. Recognition of Confidentiality: Developer realizes that Company has a compelling need to maintainconfidentiality, and further recognizes that their work/association with the Company, or their discussions withthe Company will place them in a position of special trust and confidence with access to Confidential andProprietary information, and Intellectual Property, concerning the Company, its clients, and its operations.B. Maintaining Confidentiality: Developer agrees that neither they nor anyone operating on their behalf willdisclose or use, in any manner, any Confidential or Proprietary information or material concerning the Company,its operations, or its clients unless: (1) required to do so in order to conduct the business of the Company in itsordinary course, and the disclosure or use is only within the Company; or (2) expressly authorized to do so by anAuthorized Representative of the Company in writing; or (3) expressly ordered to do so by a court of law.Developer agrees to keep such information private and confidential and to use commercially reasonable effortsto protect the same.C. Accounting for Confidential Information: Upon termination of this Agreement for any reason, or at any timeupon the request of the Company, the Developer shall promptly account for all Confidential & ProprietaryInformation or Developer Work Product in his or her possession or control, return such materials (including allcopies thereof) to Company and cease all further use thereofD. Confidential/Proprietary Information: means, but is not limited to, (i) Intellectual Property; (ii) technicalinformation (including functional and technical specifications, examination items, analysis, research, processes,computer programs, software manuals, technical manuals, methods, ideas, trade secrets, “know how” and thelike); (iii) business information (sales and marketing research, materials, lists, plans, accounting and financialinformation, identification of customers and vendors, personnel records and the like); (iv) information ormaterials received from any third party subject to a duty to maintain the confidentiality thereof and to use suchinformation only for certain limited purposes; (v) work product of the Developer, the Company, clients of theCompany, or any affiliate of the Company; and (vi) other information designated as confidential or proprietaryexpressly or by the circumstances in which it is provided or created (“Confidential & Proprietary Information”).Confidential & Proprietary Information does not include: (i) information already known or independentlydeveloped by the Developer after the effective date hereof without use of the Company’s or any affiliate’s time,resources, or facilities; (ii) information in the public domain through no act of Developer or any other person or;(iii) information received by the Developer outside the scope of engagement hereunder from a third party whowas free to disclose.
8. Warranties.Developer warrants that Developer’s contribution to the Software will not infringe upon any copyright or tradesecret intellectual property interest of any third party. Developer will indemnify and hold Company harmlessfrom and against all such infringement claims, losses, suits and damages including, but not limited to, attorney'sfees and costs, and shall promptly following any bona-fide claim of infringement correct the Software so as notto be infringing, or secure at its own expense the right of Company to use the Software without infringement.
9. Term and Termination.
A. This Agreement shall commence upon the effective date and continue until all of the obligations of theparties have been performed or until earlier terminated as provided herein.B. Developer's appointment as consultant pursuant to this Agreement and this Agreement shall terminate uponthe occurrence of any of the following events:(i) In the event either party defaults in any material obligation owed to the other party pursuant to thisAgreement, then this Agreement may be terminated if the default is not cured following at least thirty (30) days'written notice to the defaulting party.(ii) Either party is bankrupt or insolvent, or bankruptcy or insolvency proceedings are instituted against a partyand the proceeding is not dismissed within sixty (60) days after commencement.(iii) Developer, or in the case that Developer is a non-person entity, the primary developer of Developer dies orbecomes disabled.C. Section 2, Ownership of Software, and Section 7, Confidentiality, shall survive the expiration or terminationof this Agreement. Additionally, in the event of early termination due to Developer&'s default or the death ordisability of the individual(s) identified in subsection B. (iii) above, Developer agrees to deliver the Software thencompleted.D. If the Agreement is terminated due to the death or disability of Developer, then Developer (or Developer'sexecutor, administrator or other representative) shall deliver that part of the Software then completed,provided payment is made by Company for such completed part.
10. Notices.All notices and other communications required or permitted hereunder or necessary or convenient inconnection herewith shall be in writing and shall be deemed to have been given when mailed by certified orregistered mail, postage prepaid, or by commercial overnight delivery service addressed as follows.
If to Company to:
Webaholics, Inc.77 W 200 SSalt Lake City, Utah 84101
If to Developer to:
Or to such other address as identified by a party to the other in writing.
11. No Waiver.The failure of a party to require strict performance of any provision of this Agreement by the other, or theforbearance to exercise any right or remedy, shall not be construed as a waiver by such party of any such rightor remedy or preclude any other or further exercise thereof or the exercise of any other right or remedy.
12. Assignment.The rights, duties and privileges of Developer shall not be transferred or assigned by it, in whole or in part,without the prior written consent of Company.
13. Entire Agreement.This Agreement constitutes the entire agreement between parties as to the subject matter hereof andsupersedes all prior understandings or agreements whether oral or written. This Agreement may be modifiedonly be written instrument signed by the parties hereto.
14. Successors.This Agreement shall be binding upon and insure to the benefit of the successors and permitted assigns of theparties hereto.
15. Severability.If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, thenthis Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid orunenforceable term had never been included.
16. Governing Law.The terms of this Agreement shall be construed and enforced under the laws of the State of Utah and the Partiesconsent to jurisdiction of Utah courts with respect to any disputes related to this Agreement.
17. Headings.The headings used in this Agreement are for convenience only and are not to be used in construction orinterpretation.IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives onthe dates below written.
For Webaholics, Inc.
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Signed by Steve Paganelli Signed On: April 9, 2018
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Document Name: Webaholics Contractor Agreement
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