(the "Company") and David A. Windham, located at 102 Glenridge Circle Greenwood, SC 29646 (the "Contractor").
WHEREAS, Company requests Contractor to perform services for it and may request Contractor to perform other services in the future; and
WHEREAS, the Company and Contractor desire to enter into an agreement, which will define respective rights and duties as to all services to be performed;
NOW, THEREFORE, in consideration of covenants and agreements contained herein, the parties hereto agree as follows:
Effective 04/18/2024 Company shall retain Contractor and Contractor shall provide Company with programming/design/consulting services (the "Services"), which shall include, without limitation:
Developing, building, testing, migrating, troubleshooting, and deploying software, web applications, native software applications, web sites, databases, APIs, and hosting. Training, documentation, design, a/v production, and all other information technology software system configuration for the Company.
2. Changes
(a) Change Orders. The Company, without invalidating this Agreement, may order changes in the work within the general scope of the Agreement consisting of additions, deletions, or other revisions.
(b) Change Order Requirements. All changes order shall be a written order signed by the Company and shall specify:
(i) the elements of the Services to be changed change,
(ii) the impact, if any, that the requested change will have on (A) the compensation, (B) time for performance or (C) any other terms or conditions of this Agreement.
(c) Adjustments to Compensation. In the event that any such changes materially impact the cost to the Contractor of performing the Services or the time required for such performance, the parties shall negotiate in good faith a reasonable and equitable adjustment in the applicable Fees and schedule, as applicable.
3. Compensation
(a) Amount. The work performed by Contractor shall be performed at the rate set forth below.
Hourly fee: $50.00 USD
(b) Payment. Invoices shall be issued to Company by Contractor after performance of the Work, and payment shall be due upon receipt of invoices.
(c) Taxes. Company shall not be responsible for federal, state and local taxes derived from the Contractor's net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to Contractor.
(d) Times. At Company's request, Contractor can provide a written summary of hourly times within 3 days.
4. Expenses
(a) Payment. A Company shall reimburse Contractor for all pre-approved, reasonable and necessary expenses, including, without limitation, domestic and foreign travel, lodging and meal expenses incurred in connection with the Consulting Services.
(b) Substantiation. The Contractor shall provide Company with documentation supporting all expenses.
(c) Payment. Company shall reimburse Contractor within 30 days upon receipt of a request for reimbursement from the Contractor.
5. Independent Contractor Status
(a) Status. Contractor is an independent contractor of Company. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
(b) No Authority. Contractor shall have no authority to act as agent for, or on behalf of, Company, or to represent Company, or bind Company in any manner.
(c) No Employee Benefits. Contractor shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of Company.
- Representations and Warranties. The Company and the Contractor respectively represents and warrants to each other that each respectively is fully authorized and empowered to enter into the Agreement and that their entering into the Agreement and to each parties' knowledge the performance of their respective obligations under the Agreement will not violate any agreement between the Company or the Contractor respectively and any other person, firm or organization or any law or governmental regulation.
7. Confidential Information
Contractor and its employees shall not, during the time of rendering services to the Company or thereafter, disclose to anyone other than authorized employees of the Company (or persons designated by such duly authorized employees of the Company) or use for the benefit of Contractor and its employees or for any entity other than the Company, any information of a confidential nature, including but not limited to, information relating to: any such materials or intellectual property; any of the Company projects or programs; the technical, commercial or any other affairs of the Company; or, any confidential information which the Company has received from a third party.
8. Intellectual Property
(a) Work Product. During the course of performing the Consulting Services, Contractor and its directors, officers, employees, or other representatives may, independently or in conjunction with Company, develop information, produce work product, or achieve other results for Company in connection with the Consulting Services it performs for Company.
(b) Software, Applications, and websites may may include open source licensed components. These components will retain the original licenses under which they were published.
(c) Ownership. Contractor agrees that such information, work product, and other results, systems and information developed by Contractor and/or Company in connection with such Consulting Services (hereinafter referred to collectively as the "Work Product") shall, to the extent permitted by law, be a "work made for hire" within the definition of Section 101 of the Copyright Act (17 U.S.C. 101), and shall remain the sole and exclusive property of Company.
(d) Assignment of Interest. To the extent any Work Product is not deemed to be a work made for hire within the definition of the Copyright Act, Contractor with effect from creation of any and all Work Product, hereby assigns, and agrees to assign, to Company all right, title and interest in and to such Work Product, including but not limited to copyright, all rights subsumed thereunder, and all other intellectual property rights, including all extensions and renewals thereof.
9. Liability
EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.
10. Term
This Agreement shall commence on the date and year first above written and shall continue for a period of TERM OF AGREEMENT unless earlier terminated in accordance with this Agreement.
11. Termination
(a) Notice of Termination. This Agreement may be terminated by either the Company or the Contractor at any time for any reason, with or without cause, by giving 5 days from written notice of termination.
(b) Payment Upon Termination. The Company will pay Contractor for all Services performed by Contractor through the date of termination.
12. General Provisions
(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, representations and understandings of the parties, written or oral.
(b) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.
(c) Amendment. This Agreement may be amended only by written agreement of the parties.
(d) Assignment. This Agreement shall not be assigned by either party without the consent of the other party.
(e) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws rules.
(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
IN WITNESS WHEREOF, the Company and the Contractor have each executed and delivered this Agreement as of the Effective Date.