The company and representative for this invoice/proposal/estimate is prepared for, shall be referred to as “the Company”
The Hawaii Agency, A Davey Company, LLC shall be referred to as ’’THA”
- This fee agreement is based on work performed on a fixed cost basis for the above described project (the “Project”). Should the scope of the Project change after acceptance of terms and pricing, we will provide a detailed scope change to define additional work and associated costs, and “THA” shall obtain the Company’s written approval of the scope change and costs before performing any such work.
- Additional revisions are at the hourly rate of $75/hr. Any additional artwork, development or maintenance that is not included in this proposal can be discussed on a new proposal.
- “THA” and the Company will continue the contract from start to finish without being able to terminate, unless both parties agree to terminate the agreement mutually in writing.
- Termination of the contract will not result in any payments being refunded to the company. In the event that at the time of an early termination ”THA” has performed and delivered contracted work to the Company for which it has not been paid, the Company will pay “THA” the ratable portion of its compensation for work completed at the time of cancellation notification. In the event of project cancellation, all rights to project designs, “THA” work product and original art prepared for the Company will belong to the Company.
- “THA” reserves the right to use certified and trusted subcontractors working in software engineering, for the purpose of meeting adequate deadlines and services. Prior to engaging any such persons, “THA” shall require them to enter into the Company’s NDA or a
“THA”that is no less protective of the Company’s rights and intellectual property as is the Company’s NDA entered into by “THA”.
- Additional maintenance after the completion of the project is not included with the total amount listed in this proposal. A quote for a monthly or hourly service can be provided upon request.
- “THA” shall be solely responsible for obtaining any and all tools, equipment, and expenses incurred by it in the course of performing this agreement, except that if shipping is required, the Company agrees to provide a courier account number or shipping fees will be included in final invoice.
- Proposal is mutually agreed upon by both parties upon initial payment. Prevailing Party Clause
- All revisions and notes shall be in writing via a project management system, email or google docs only. Text messaging will not be used for this Project.
- The Company agrees to indemnify and hold “THA” harmless against any and all claims, costs, and expenses associated with the usage of materials provided by the Company that may violate privacy or copyright claims. “THA” shall indemnify and hold Company harmless against any and all claims, costs, and expenses associated with the usage of materials or deliverables provided by “DH” that may violate privacy or copyright claims, the negligence or misconduct of Contractor, or the breach of this Agreement or any of its provisions.
- This Agreement shall be binding upon the parties, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding of the parties. Only signed agreement by both parties can modify its terms.
- All intellectual property including artwork, website files, source files, and campaigns belong exclusively to the Company. “THA” acknowledges and agrees that all of its work and the work of any contractors on the Project, including any and all enhancements, modifications, functionalities, modalities, derivations and additions to the Projects is for the benefit of the Company and the property of the Company. “THA”, for itself and any contractors that it engages on the Project, acknowledges and agrees that, as between “THA”, its contractors and Company, Company shall own and shall have all intellectual property rights to the Project deliverables, including any copyrights, marks and patents. To that end, “THA” and its contractors acknowledge and agree that the Company shall be entitled to sell, contract, license, publish and/or distribute and otherwise exploit “THA” and its contractor’s work and its derivations without any payment or consent other than that specifically provided in this agreement. “THA”, for itself and its contractors, acknowledges and agrees that they shall not have any rights to profits, revenues, royalties or any compensation whatsoever (apart from that specified above) from or on account of any work performed on Company Projects. Contractor agrees and warrants to Company that he shall work on Company Projects only during time that he has devoted to performing services under this agreement and not on Contractor’s own or “free” time. “THA” warrants that neither it nor its contractors will ever claim ownership of Project deliverables.
- “THA” acknowledges and agrees that all “Inventions” in the course of the Project or that may be found in its deliverables belong to and shall be the sole property of the Company. “THA” hereby irrevocably transfers and assigns to the Company all right, title, and interest that “THA” and its contractors may have or may acquire in the deliverables and to all such “Inventions”, from the inception of this agreement. As used herein, “Inventions” means all discoveries, developments, designs, improvements, inventions, formulas, software
programs, processes, techniques, know-how, negative know-how, data, research, techniques, and technical data (whether or not patentable or registrable under patent, copyright, or similar statutes and include all rights to obtain, register, perfect, and enforce those proprietary interests) that are used in, related to or to be used by the Company, including associated software application(s), as well as business and marketing plans, processes and development strategies associated with the Project and its deliverables. In the event the Company is unable to secure “THA”’s signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to any Invention, “THA” hereby irrevocably designates and appoints the Company and each of its duly authorized officers as its agent and attorney-in-fact to act for the limited purpose of executing and filing any such document and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights or other rights or protections with the same force and effect as if executed and delivered by “THA”.
- This agreement is bound at the initial deposit payment, reply with “I agree” in the subject line or a signature
- This Agreement shall be governed by the laws of the State of Hawaii and any other state within the USA.
