This Internet Support Agreement (this “Agreement”) is between Chronosynthesis Productions, Inc., a Colorado corporation (“WSW3 Networks”) dba WSW3 Networks, and _______________(“Company”), and shall be effective as of the _____day of _________, 20____(the “Effective Date”).
Company hereby engages WSW3 Networks to perform system administration, programming and development services to be determined from time to time (the “Services”). WSW3 Networks shall perform all of the Services promptly, and in a professional and workmanlike manner.
Upon Company’s request, WSW3 Networks shall provide Company with work progress reports.
Payment for Services. Company shall pay WSW3 Networks in advance. WSW3 Networks shall devote an estimated number of hours to the Services in exchange for the Payment. Company and WSW3 Networks may agree to hire WSW3 Networks to perform additional Services, which agreement may be documented via email, or under a new retainer agreement if extended periods of service are needed.
Term and Termination. The “Term” of this Agreement shall commence on the Effective Date and continue until the termination of this Agreement as provided in this paragraph. Either party may terminate this Agreement for any reason or no reason upon written notice, which may be provided via email. If Company or WSW3 Networks terminates this Agreement as set forth in this paragraph, Company shall pay for all Services performed, up to the effective date of the termination (the “Termination Date”). Such termination shall not extinguish or diminish the rights and obligations of the parties incurred prior to such termination.
Independent Contractor Status and Indemnity. WSW3 Networks shall be deemed for all purposes an independent contractor, and shall not be an employee or agent of Company. WSW3 Networks acknowledges and agrees that Company shall not withhold any payroll, FICA, FUTA or other taxes of any kind from any sum payable to WSW3 Networks under this Agreement.
Protection of Trade Secrets and Confidential Information
Definition of “Confidential Information.” “Confidential Information” means all nonpublic information (whether in paper or electronic form, or contained in WSW3 Networks’ memory, or otherwise stored or recorded) relating to or arising from Company’s business, including without limitation, trade secrets used, developed or acquired by Company in connection with its business. “Confidential Information” does not include information that is in the public domain through no wrongful act on the part of WSW3 Networks.
WSW3 Networks’ Use of Confidential Information. Except in connection with and in furtherance of WSW3 Networks’ work on Company’s behalf, WSW3 Networks shall not, without Company’s prior written consent, at any time, directly or indirectly: (1) use any Confidential Information for any purpose; or (2) disclose or otherwise communicate any Confidential Information to any person or entity; or (3) accept or participate in any employment, consulting engagement or other business opportunity that inevitably will result in the disclosure or use of any Confidential Information.
Third-Parties’ Confidential Information. WSW3 Networks acknowledges that Company has received and in the future will receive from third parties confidential or proprietary information, and that Company must maintain the confidentiality of such information and use it only for authorized purposes. WSW3 Networks shall not use or disclose any such information except as authorized by Company or the third party to whom the information belongs.
WSW3 Networks’ Former Employers’ Confidential Information. WSW3 Networks acknowledges and agrees that WSW3 Networks is not a party to any agreement that limits WSW3 Networks’ right or ability to perform services for Company, and that WSW3 Networks otherwise is free to assume the duties with Company, contemplated by this agreement. WSW3 Networks shall not, during WSW3 Networks’ engagement with Company, improperly use or disclose to Company or any Company employee, agent or contractor any proprietary information or trade secret belonging to any former employer of WSW3 Networks or any other person or entity to which WSW3 Networks owes a duty of nondisclosure.
6. Assignment of Work Product.
a. Upon full payment, all interest in all ideas, inventions and work product (collectively “Work Product”), whether patentable or not, made or conceived by WSW3 Networks, solely or jointly with others during the term of this Agreement for Company or to Company’s web site shall automatically be transferred and assigned from WSW3 Networks to Company. From the Effective Date of this Agreement and until full payment is received by WSW3 Networks pursuant to Section 2, WSW3 Networks licenses the Work Product to Company.
b. WSW3 Networks acknowledges that all original works of authorship which are made by WSW3 Networks (solely or jointly with others), within the scope of WSW3 Networks’ work for Company and which are protectable by copyright, are “works made for hire”, as that term is defined in the U.S. Copyright Act (17 USCA, Section 101).
7. Survival. WSW3 Networks’ obligations under paragraphs 5 and 6 of this Agreement shall survive the termination of this Agreement and shall thereafter be enforceable whether or not such termination is claimed or found to be wrongful or to constitute or result in a breach of any contract or of any other duty owed or claimed to be owed to WSW3 Networks by Company or any Company employee, agent or contractor.
8. Miscellaneous Provisions
If any provision of this Agreement or any application thereof shall be held invalid or unenforceable, the remainder of this Agreement and any other application of such provision shall not be affected thereby.
This Agreement constitutes the entire agreement of the parties and a complete merger of prior negotiations and agreements and, except as provided in the preceding subparagraph, shall not be modified by word or deed, except in a writing, which may include email, reflecting the agreement of both parties to modify the agreement.
No provision of this Agreement shall be deemed waived, nor shall there be an estoppel against the enforcement of any such provision, except by a writing signed by the party charged with the waiver or estoppel. No waiver shall be deemed continuing unless specifically stated therein, and the written waiver shall operate only as to the specific term or condition waived, and not for the future or as to any act other than that specifically waived.
Headings in this Agreement are for convenience only and shall not control the meaning of this Agreement. Whenever applicable, masculine and neutral pronouns shall equally apply to the feminine genders; the singular shall include the plural and the plural shall include the singular. The parties have reviewed and understand this Agreement, and each has had a full opportunity to negotiate the Agreement’s terms and to consult with counsel of their own choosing. Therefore, the parties expressly waive all applicable common law and statutory rules of construction that any provision of this Agreement should be construed against the Agreement’s drafter, and agree that this Agreement and all amendments thereto shall be construed as a whole, according to the fair meaning of the language used.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first written above.
[Company Representative], Authorized Member
CHRONOSYNTHESIS PRODUCTIONS, INC.
By:___________________________ Jon Lybrook, Authorized Member