AGREEMENT:
Made by Surge Marketing Corp., (hereinafter referred to as the " Client") of #205 340 Linden Avenue, Victoria, BC, V8V 4E9 on the 30 day of August 2005, and Infectious Communications Inc. (hereinafter referred to as " Provider" ) with its mailing address at #115 - 280 Nelson Street, Vancouver, BC, V6B 2E2.
WHEREAS:
The Provider has been contracted to develop the second version of LinkSurge, the Client' s link exchange software program, for a total fee of USD $15,000.00 + GST. These fees apply to labour involved in the creation, design and development of the Client' s software.
COPYRIGHT AND OWNERSHIP:
Unless otherwise stated herein, all services provided and materials created in the course of this project by the Provider shall be for the exclusive use and benefit of the Client, other than for the promotional use of the Provider.
The Provider is the first owner of all work or materials created during the course of this project. Copyright and other intellectual property rights, and all drawing, mockups, models, artwork, specifications, electronic files, software documents and all other tangible materials, including preliminary concepts, accepted or rejected elements, works in progress, and finished materials which have been created or furnished by the Provider during the course of this project shall remain the exclusive property of the Provider unless otherwise specifically assigned in writing.
Upon payment in full of all fees and disbursements, the Client shall be assigned copyright of the completed project and its related elements. Rejected designs shall remain the exclusive property of the Provider.
CONDITIONS OF ENGAGEMENT:
Fee quotations and proposals are subject to amendment or withdrawal by the Provider at any time prior to the signing of an agreement between the Client and the Provider. A signed agreement or other written confirmation of contract is required prior to the start of the project. The Client and the Provider each represent that they have full power and authority to enter into this agreement and that this agreement is binding upon the Client and Provider and enforceable in accordance with its terms.
This agreement represents the entire agreement between the Client and the Provider, and may only be changed or modified in writing and with the approval of both parties. Neither the Client nor the Provider may assign or transfer their interest in this agreement without the written consent of the other. This agreement shall be binding upon both parties and their heirs, successors, personal representatives, and assigns. The waiver of a breach of any of
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the provisions of this agreement shall not be construed as a continuing waiver of other breaches or other provisions hereof.
Schedules or time estimates are subject to change upon notification in writing by either party. Unless otherwise stated, the amount of written notice to be given by either party shall be two weeks.
COMPENSATION:
The Client shall pay the Provider an advance against the total fees payable in the amount of 50% (fifty percent) of the project. This advance shall be applied to services as performed from the outset of the project. The Client shall pay the remainder of the fees within 30 days upon receipt of invoice. If an account remains overdue past 30 days the Client will receive written notification and the overdue amount will be charged interest of 2% (two percent) per month. Charging interest to past due balances does not indicate that the Provider has agreed to extend terms.
The Client shall be responsible for all legal costs of the Provider in order to collect payment of the client' s unpaid accounts.
DISBURSEMENTS:
The Provider shall notify the Client in advance of any out-of-pocket expenses and disbursements and will receive Client approval prior to incurring said expenses. The Client shall reimburse the Provider for all out-of-pocket expenses and disbursements incurred by the Provider in the course of this project.
Estimates for reimbursable expenses are for planning and budgeting purposes onl ...
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