Webaholics

Webaholics Contractor Agreement


This Software Development Agreement (“Agreement”) is made and effective this  of December 12, 2018, 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 as
follows:

1. Duties and Responsibilities.
Developer shall serve as an independent contractor of Company and shall design and develop business tools and
any other software applications as requested by the Company (“the Software”) according to the functional
specifications and related information, if any, including but not limited to those attached hereto as Exhibit A and
incorporated herein by this reference (the “Specifications”). Developer acknowledges that it has been
contracted for such tasks and that it shall report all findings and make all recommendations directly to the
management of Company. The Software, including all versions in either source code or object code form, shall
be delivered to Company no later than the agreed on completion dates for each project. Developer shall attend
mandatory weekly planning meetings.

2. Ownership of Software.
For purposes of intellectual property laws, to the maximum extent possible, Company is the author and inventor
of 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 property
of Company. Developer hereby assigns to Company, without further compensation, all of its right, title and
interest in and to the Software and any and all related patents, patent applications, copyrights, copyright
applications, trademarks and trade names in the United States and elsewhere. Developer will keep and
maintain 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 be
available to and remain the sole property of Company at all times. Developer shall immediately provide any
access 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 assist
Company in obtaining and enforcing patent, copyright and other forms of legal protection for the Software in
any 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 or
desired by Company to assign the Software fully and completely to Company and to enable Company, its
successors, assigns and nominees, to secure and enjoy the full and exclusive benefits and advantages thereof
without any additional compensation of Developer.

3. Compensation.
Payment shall be on a biweekly basis as follows (check and fill in the applicable):

$ per hour

$ every two weeks

With respect to payment, it is of the  essence of this agreement that the Developer satisfactorily meet client
deadlines, 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 an
agent or employee of the Company. Developer understands that Developer is not authorized to incur any
expenses on behalf of the Company. Developer shall not subcontract or assign this Agreement or any part
hereof 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 evidence
of such insurance upon request. Developer shall be responsible for payment of all applicable taxes in respect of
the compensation paid hereunder and shall provide evidence of such payment upon request. Developer shall be
regularly available (during regular business hours) for consultation at the Company’s offices, or at such other
location or by such other means as the Company and Developer may reasonably agree. Developer assures that
no unauthorized aliens as defined in the Immigration Reform and Control Act of 1986 shall perform work for the
Company 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 to
be developed hereunder. All work shall be performed in a professional and workman-like manner. Developer
shall arrange for such employees and/or contractors, if any, to execute and deliver any document or instrument
reasonably requested by Company to reflect Company’s ownership of the Software or in connection with any
application for patent or copyright.
B. Company shall have the right to reasonably observe and monitor all aspects of the performance by Developer
of its obligations hereunder and Developer shall use reasonable efforts to facilitate such observation and
monitoring. Information, functions and operations of Developer not directly related to its obligations hereunder
shall not be subject to observation and monitoring.
C. Developer shall have access to Company’s clients and to confidential information from and/or relating to
Company’s clients. Developer, during the term of this Agreement and for a period of one year following the
termination thereof, shall not replicate, reproduce, or duplicate any of the Software or related tools or protocols
produced under this Agreement for the benefit of any party other than Company and shall not solicit work from
or work directly for any of Company’s clients and shall not solicit any of Company’s employees or independent
contractors.

6. Change in Specifications.
Company may, in its sole discretion, request that changes be made to the Specifications, or other aspects of the
Agreement and tasks associated with this Agreement. If Company requests such a change, Developer will use its
best efforts to implement the requested change at no additional expense to Company and without delaying
delivery 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 and
Developer shall confer and Company shall, in its discretion, elect either to withdraw its proposed change or
require Developer to deliver the Software with the proposed change and subject to the delay and/or additional
expense.

7. Confidentiality.

A. Recognition of Confidentiality: Developer realizes that Company has a compelling need to maintain
confidentiality, and further recognizes that their work/association with the Company, or their discussions with
the Company will place them in a position of special trust and confidence with access to Confidential and
Proprietary 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 will
disclose 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 its
ordinary course, and the disclosure or use is only within the Company; or (2) expressly authorized to do so by an
Authorized 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 efforts
to protect the same.
C. Accounting for Confidential Information: Upon termination of this Agreement for any reason, or at any time
upon the request of the Company, the Developer shall promptly account for all Confidential & Proprietary
Information or Developer Work Product in his or her possession or control, return such materials (including all
copies thereof) to Company and cease all further use thereof
D. Confidential/Proprietary Information: means, but is not limited to, (i) Intellectual Property; (ii) technical
information (including functional and technical specifications, examination items, analysis, research, processes,
computer programs, software manuals, technical manuals, methods, ideas, trade secrets, “know how” and the
like); (iii) business information (sales and marketing research, materials, lists, plans, accounting and financial
information, identification of customers and vendors, personnel records and the like); (iv) information or
materials received from any third party subject to a duty to maintain the confidentiality thereof and to use such
information only for certain limited purposes; (v) work product of the Developer, the Company, clients of the
Company, or any affiliate of the Company; and (vi) other information designated as confidential or proprietary
expressly 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 independently
developed 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 who
was free to disclose.

8. Warranties.
Developer warrants that Developer’s contribution to the Software will not infringe upon any copyright or trade
secret intellectual property interest of any third party. Developer will indemnify and hold Company harmless
from and against all such infringement claims, losses, suits and damages including, but not limited to, attorney's
fees and costs, and shall promptly following any bona-fide claim of infringement correct the Software so as not
to 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 the
parties 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 upon
the 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 this
Agreement, 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 party
and 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 or
becomes disabled.
C. Section 2, Ownership of Software, and Section 7, Confidentiality, shall survive the expiration or termination
of this Agreement. Additionally, in the event of early termination due to Developer&’s default or the death or
disability of the individual(s) identified in subsection B. (iii) above, Developer agrees to deliver the Software then
completed.
D. If the Agreement is terminated due to the death or disability of Developer, then Developer (or Developer’s
executor, 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 in
connection herewith shall be in writing and shall be deemed to have been given when mailed by certified or
registered mail, postage prepaid, or by commercial overnight delivery service addressed as follows.

If to Company to:

Webaholics, Inc.
77 W 200 S
Salt 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 the
forbearance to exercise any right or remedy, shall not be construed as a waiver by such party of any such right
or 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 and
supersedes all prior understandings or agreements whether oral or written. This Agreement may be modified
only 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 the
parties hereto.

15. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then
this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or
unenforceable 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 Parties
consent 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 or
interpretation.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives on
the dates below written.

For Webaholics, Inc.

Leave this empty:

Signed by Steve Paganelli
Signed On: April 9, 2018

Signature Certificate
Document name: Webaholics Contractor Agreement
Unique Document ID: 99c1d11344017891187333ef603540381f358431
TimestampAudit
April 9, 2018 2:56 pm MSTWebaholics Contractor Agreement Uploaded by Steve Paganelli - steve@webaholics.co IP 207.224.221.251
April 9, 2018 3:02 pm MST Document owner chad@webaholics.co has handed over this document to steve@webaholics.co 2018-04-09 15:02:56 - 207.224.221.251