GENERAL SERVICES AGREEMENT
Agreement is entered into as of __________________________ (the "Effective Date") by
and between __________________________ ("Client") with offices at _______________________, and CarbonLogic, Inc. ("Contractor") with offices at 494 Briggs Pl., Superior, CO 80027.
Term. This Agreement shall have a term
commencing on the Effective Date and ending on _______________________ ("the Termination
Date") unless mutually extended by the parties in writing.
Contractor agrees to provide consulting and related professional services to
Client, which may include website and email hosting, website maintenance and
development, system administration, and other such technical tasks or duties
for projects specified by Client in the Statement of Work (the "Services").
Compensation. Client agrees to pay Contractor
the fees or rates specified in the Statement of Work for Services performed to
Client's specifications and reasonable satisfaction.
Any and all tax requirements and liabilities as a result of payments made to
the Contractor are the sole responsibility of the Contractor, who agrees to
comply with all federal, state, and local tax regulations relative to their
receipt of payment as an independent contractor.
Termination of Agreement.
of Work entered into pursuant to this Agreement may be terminated by either
party, in whole or in part, by Client upon no less than sixty (60) days written
notice to the other party, whenever, for any reason, the terminating party
shall determine that such termination is in its best interest.Contractor's
failure to deliver Services considered not to conform to the Statement of Work,
as evaluated and determined solely by Client, or Client's failure to timely pay
invoices in accordance with the terms of this Agreement, shall entitle the non
breaching party to terminate this Agreement on ten (10) days prior notice.
During the notice period of either sixty or ten days, unless expressly
authorized in writing by Client, Contractor shall not log any further hours to
Client's account, and shall use its best efforts to minimize any unavoidable
In the event of
any early termination, the Client's financial obligation to the Contractor
shall be limited to the Services performed in accordance with the Statement of
Work through the date of the early termination.Client shall promptly pay all
amounts payable to Contractor for Services rendered and reasonable, approved
out-of-pocket expenses incurred up to the date of termination.
shall, on or before the date of termination, turn over to Client all Client's
property, materials and work in Contractor's possession, including, but not
limited to, systems design, work notes, program plans, specifications, project
analysis, and programming code, and all work in process generated during the
performance of the terminated Statement of Work.
agrees to pay all undisputed charges incurred pursuant to the Statement of
Work.The Monthly Basic Fee (as defined in the Statement of Work) shall be
paid by Client quarterly, in advance. Other charges incurred from time to
time by Client pursuant to the Statement of Work shall be invoiced by
Contractor monthly, in arrears, and are due within forty-five (45) days after
receipt of the invoice by the Client.Any undisputed amount not paid within 60
days of becoming due shall be subject to an interest charge of the lesser of
1.5% monthly (18% annually) and the maximum monthly interest charge permissible
under applicable law, which charge shall be added to the amounts payable by
Client to Contractor.
Rights in Work.
Client shall retain all copyright,
patent, trade secret and other intellectual property rights Client may have in
anything developed by Contractor for Client under this Agreement ("Work
Product"). Client may grant Contractor an exclusive worldwide
license to the use of the Work Product, such grant to be documented in writing
on the related Statement of Work.
Independent Contractor. Contractor enters into this Agreement as an
independent contractor and under no circumstances shall Contractor be deemed an
employee or agent of Client or Client's customer(s). Contractor's employees
and agents ("Consultants") will not represent themselves as employees or agents
of Client or Client's customer(s) and will not enter into or attempt to enter
into contractual obligations on behalf of Client. The Contractor will defend,
indemnify and hold Client harmless from any claims that could be covered by
Workers Compensation or general liability insurance.
party shall be liable for any failure to perform its obligations under this
Agreement if prevented from doing so by a cause or causes including Acts of
God, or the public enemy, fire, flood, storm, earthquake, riot, strike,
lockout, war or war operations, restraint of government, or any other cause or
causes which could not with reasonable diligence be controlled or prevented by
Contractor's Consultants shall comply with Client's and Client's customer's
current published rules, regulations, security policies and office procedures
while Consultants are on Client premises or on Client's customer's premises.
Confidentiality. Contractor and its officers,
employees, consultants, and agents shall treat as confidential and shall not
disclose to any third party:
11.1 The terms of this Agreement;
information and data, of any nature, including proprietary software of Client,
or Client's customer(s) that was derived from Client or Client's customer(s);
11.3 Information regarding Client's or Client's customer's operations,
policies, procedures and other techniques used by Client in carrying on its
11.4 All information and data which is proprietary to a third party
and which Client is obligated to treat as confidential and which is disclosed
to Contractor or any of its consultants in connection with its performances of
obligations under this Agreement.
agrees to inform its officers and Consultants of Contractor's obligations of
confidentiality as set forth in this section.This confidentiality agreement
does not apply to information previously known to Contractor free of any
obligation to keep it confidential, nor any information that has been or is
subsequently made public, through no fault of Contractor, by the Client or a
third party who is under no obligation of confidence to either party hereof. The obligations of Contractor under this section shall survive termination of
this Agreement.In addition to this Agreement, Client may require Contractor
to sign Client's "Confidentiality Agreement," which will then be attached to
each Statement of Work and thereby incorporated by reference herein.At the conclusion
or termination of this Agreement, Contractor shall surrender to Client all
information or data belonging to Client or to any of Client's customers.
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Colorado.
Contractor warrants that the Services will be performed in a timely, diligent
and professional manner, and will be no less than in accordance with industry
professional standards.In the event Client is displeased with an individual
Consultant's performance, Contractor shall make its best efforts to either: (i)
replace the assigned Consultant with another Consultant who meets the approval
of Client, within a reasonable time frame, or (ii) correct the problem in a
mutually acceptable manner.These warranties are exclusive and in lieu of all
other warranties, whether express or implied.
of Liability and Indemnification. In
no event shall either party ora party's subcontractors, employees, representatives
or subsidiaries be liable, even if informed of the possibility, for any
consequential, indirect, punitive, incidental or special damages, whether
foreseeable or unforeseeable, whether based upon lost goodwill, lost profits,
loss of use of money, loss of data or interruption in its use or availability,
stoppage of work, impairment of assets or otherwise arising out of breach of
any express or implied warranty, breach of contract, negligence,
misrepresentation, strict liability in tort or otherwise, and whether based on
this Agreement, any transaction performed or undertaken under or in connection
with this Agreement or otherwise.Except with respect to a breach of Sections
7, 8 and 11, and liability for personal injury or death, Contractor's and its
Consultants' liability for damages, regardless of the form of action, shall in
any event be limited to the aggregate amount paid by Client to Contractor for
the Services performed by Contractor in respect of the relevant Statement of
Contractor agrees to
defend, indemnify and hold Client harmless from any claims, suits, damages and
expenses asserted against or incurred by Client arising out of or relating to
(i) the negligent or intentional acts or omissions of Contractor or its
Consultants, and/or (ii) breach of Contractor's obligations under this
Agreement, and Contractor agrees to pay Client's reasonable attorney fees in
Severability. Should any part of this Agreement for any reason be
declared invalid or void, such decision shall not affect the remaining portion
which will remain in full force and effect as if this Agreement had been
executed with the invalid portion eliminated.
Waiver. No waiver of any provision of
this Agreement shall be valid unless it is in writing and signed by the party
against whom the waiver is sought to be enforced.No valid waiver of any
provision of this Agreement at any time shall be deemed a waiver of such
provision at any other time; nor shall it be deemed a waiver of any other
provision of this Agreement at such time or any other time.
and Notices. All Amendments, Addenda and
Schedules to this Agreement shall be in writing and signed by both parties. All
notices and claims shall be made only in writing and shall be deemed made upon
receipt.Any verbal notice or claim shall be of no effect.Notices or
correspondence under this Agreement shall be delivered from one party to the
other, by overnight delivery, confirmed facsimile, or by registered or
certified mail, addressed as follows:
Agreement constitutes the entire agreement and understanding between the
parties with respect to the subject matter hereof, and supersedes all prior and
contemporaneous negotiations, discussions and understandings of the parties,
whether written or oral.