| Terms and conditions of services |
|
The following terms are for all contractual work carried out by New World Designs
Last updated: January 2008
DEVELOPMENT AGREEMENT
This Agreement (the “Agreement”) is made and entered into by New World Designs (“Design Agency”) and the company (“Company”).
WHEREAS, Company desires to retain New World Designs to develop and deliver to Company the design known as Website and CMS (the “Website”); and
WHEREAS, New World Designs desires to develop the Composition on the terms and conditions set forth herein.
NOW THEREFORE, The parties hereto do hereby mutually agree as follows:
ACCEPTANCE - by either signing the quote provided or paying the deposit asked for, you agree to the terms set below as according to the "Supply of Goods and Services Act 1982".
1. COMPLETION DATE; DEVELOPMENT: New World Designs shall develop the Composition according to the schedule attached hereto as Schedule and to the attached brief and schedule. New World Designs agrees to use diligent good faith efforts to develop the Composition according to the dates specified on Schedule. New World Designs acknowledges that time is of the essence of this Agreement and that New World Designs best efforts must be utilised to complete the development of Company’s Website. New World Designs agrees to be readily available for all reasonably requested revisions to the Composition. New World Designs shall develop the Composition in accordance with the information, materials or other instructions provided by Company. Company acknowledges that New World Designs can only achieve timely performance of the matters required of New World Designs if Company timely delivers to New World Designs appropriate information and guidance. Company shall not attempt to declare New World Designs to be in default of this Agreement for delays caused by Company’s inability to deliver information/guidance to New World Designs in a timely manner.
2. COMPENSATION: As compensation for the Composition, Company shall pay New World Designs the fees specified on Schedule. New World Designs acknowledges that this payment by Company represents the complete and entire obligation owed to New World Designs or any other party, either by Company or any other third party, for the Composition to be provided by New World Designs under this Agreement. If New World Designs uses any third parties in providing the Composition not specifically authorised and required by Company, New World Designs shall be responsible for the additional costs. If this Agreement is terminated without cause by Company, New World Designs shall be entitled to receive the next unpaid milestone within a reasonable time deemed appropriate by Company not to exceed one (1) month. All milestone payments will be invoiced by New World Designs and due upon completion and acceptance of milestone by Company.
3. RIGHTS: All results and the proceeds of New World Designs work hereunder including without limitation, the Composition and any revisions, amendments, modifications, translations, alterations and enhancements and sequels thereto, and derivative works therefrom, whether produced by New World Designs, or a third party and regardless of form, including without limitation, mechanical, code or written, and all materials produced by New World Designs in fulfillment of its obligations hereunder, including but not limited to reports, memoranda, drawings, documentation and models, shall be deemed to be a work made for hire for Company within the meaning of the copyright laws of the United Kingdom or any similar equivalent law or statute of any other jurisdiction and accordingly, Company shall be the owner throughout the world. However, where Samples or “demo” designs or coding are rejected by Company and not made a part of the Composition, such rejected Samples or “demo” designs or coding shall remain the property of New World Designs. Without limiting the foregoing, New World Designs hereby assigns all right, title and interest in and to the Composition and all of the foregoing furnished to Company hereunder, whether copyrighted or not. New World Designs shall assist Company and it’s nominees in every proper way to secure, maintain and defend for Company’s own benefit copyrights, extensions and renewals thereof on any and all such materials. The design and code shall be used in connection with all web systems including CD-ROM, through other entertainment systems or media presently known or unknown, now in existence or hereafter created or developed (collectively the “Uses”).
4. CONFIDENTIALITY: New World Designs acknowledges and agrees that any information which it may receive from Company, will be proprietary information of Company (the “Proprietary Information”). New World Designs agrees, both during and after the term of this Agreement, to hold in confidence all Proprietary Information of Company and to prevent the unauthorised copying, use and/or disclosure of Company’s Proprietary Information. New World Designs will place or cause to be placed on the Composition or any portion thereof any intellectual property rights notices as requested by Company.
5. CREDIT: Company shall request that New World Designs receives credits within manual documentation, print advertising and on screen, it being understood that the publisher shall have the absolute discretion in such credit determination. The form, style, size, placement and nature of any screen credit provided for herein shall be determined by Company (or its assignee, publisher, or licensee) in its sole discretion. Any unintentional and/or inadvertent failure to give screen credit as above provided, whether because of lack of broadcast time or otherwise, shall not be a breach of this agreement.
6. NAME AND LIKENESS: Subject to New World Designs approval, which will not be unreasonably withheld, Company shall have the right and may grant to others the right to use, disseminate, reproduce, print and publish New World Designs name, likeness, and biographical material concerning New World Designs as news or informative matter and in connection with advertising and for purposes of trade in connection with any motion picture or television program in which the Composition is used, and/or in connection with any other uses of the Composition. New World Designs hereby pre-approves the use of the name, likeness, voice and biographical material in and on packaging for the site or CD ROMs and within the body of the Site, as well as in printed materials concerning the Site. The rights granted herein shall not include the right to use or to grant to others the right to use New World Designs name, voice, likeness and biographical material in any direct endorsement of any product or service without New World Designs written consent.
7. TRAVEL: In the event Company requests New World Designs to travel on behalf of Company, Company shall reimburse New World Designs for business class airfare, lodging in a first-class hotel, meals and local transportation, both to and from the airport and at the place at which New World Designs is required to travel on behalf of Company. All reimbursements shall be made only after Company receives itemized bills for all expenses incurred by New World Designs pursuant to this paragraph and on a form approved by Company.
8. AWARDS: Company shall retain all awards won by the Composition. Company will use its best efforts to obtain a duplicate of any award won by the Composition to furnish the New World Designs premises.
9. NEW WORLD DESIGNS’S WARRANTIES AND INDEMNIFICATIONS:
(a) New World Designs represents and warrants to Company that: (i) New World Designs possesses full power and authority to enter into this Agreement and to carry out its obligations hereunder; (ii) with respect to the Composition which New World Designs will deliver to Company in performance of this Agreement, New World Designs warrants that it has the right to make and disclose thereof without liability to any third party; (iii) New World Designs has not sold, assigned, leased, licensed or in any other way disposed of or encumbered the Composition in whole or in part to any party other than Company; (iv) the Composition is new and original and capable of copyright: (v) neither the Composition, nor any portion thereof, shall infringe upon or violate any right of privacy or publicity or any patent, copyright, trademark, trade secret, or other proprietary right of any third party; (vi) the performance of the terms of this Agreement and the performance of New World Designs duties hereunder will not breach any separate agreement by which New World Designs is bound, or violate or infringe any rights of any third party, and so long as this Agreement remains in effect, New World Designs shall not commit any act or enter into any agreement or understanding with any third party which is inconsistent or in conflict with this Agreement; (vii) there are no, and there will not be, any liens, claims or encumbrances against the Composition which would derogate from or be inconsistent with any of Company’s proprietary rights with respect thereto; (viii) New World Designs represents and warrants that it is, and at all times during the term of this Agreement will be the holder of all consents necessary for it to perform its obligations hereunder; and (ix) there is presently no litigation or other claim, pending or threatening, nor a fact which may be the basis of any claim against the Composition, and New World Designs has not taken any action or failed to take any action which would interfere with the rights of Company under this Agreement.
(b) The representations, warranties and indemnification rights set forth in the Agreement shall survive execution of this Agreement, the performance of the obligation of New World Designs hereunder, and cancellation or termination of this Agreement.
10. TERMINATION: Company shall have the right to terminate New World Designs for cause, provided Company compensates New World Designs in full for all Compositions completed and accepted as of the date of termination. New World Designs shall have the right to terminate this Agreement for cause. For purposes of this Agreement, cause shall mean a material misrepresentation or a material breach of this Agreement.
11. SOLICITORS AND COURT FEES: Should any arbitration, litigation or other proceedings (including proceedings in bankruptcy) be commenced arising out of, concerning or related to any provision of this Agreement, or the rights and duties of any person or entity hereunder, the prevailing party (solely as between Company and New World Designs) in such litigation or proceeding will be entitled, in addition to such other relief as may be granted, to recover its reasonable solicitors fees and expenses incurred by reason of such proceedings.
12. GENERAL:
(a) The provisions of this Agreement shall survive the termination or abandonment of dealings between the parties. (a1) This Agreement will be subject to the non-exclusive jurisdiction of the English Courts.
(b) New World Designs shall be deemed to have the status of an independent contractor, and nothing in this Agreement shall be deemed to place the parties in the relationship of employer-employee, principal-agent, partners or joint ventures. New World Designs shall be responsible for any withholding taxes, payroll taxes, disability insurance payments, unemployment taxes, and other similar taxes or charges on the payments received by New World Designs hereunder. Company shall have no responsibility or liability of any kind to any subcontractors providing services to or for the benefit of New World Designs.
(c) This Agreement and the rights it creates may be assigned by Company, but not by New World Designs, except that, with the prior written consent of Company, New World Designs may assign this Agreement, in whole or in part, and the rights it creates to [New World Designs name] or any corporation in which [New World Designs name] is the sole shareholder. This agreement shall be binding on the parties and their respective successors and assignees, and all subsequent owners or licensees of the corporation.
(d) Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions hereof shall not be affected and shall continue in effect as though such unenforceable provisions have been deleted herefrom.
(e) This Agreement, including the Exhibits hereto, sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties hereto concerning the subject matter hereof.
(f) This Agreement may be executed in counterparts, but shall not be binding upon the parties until it has been signed by both parties.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date set forth below.
13. RE-USE OF CODING AND DESIGN CONCEPTS AND OWNERSHIP OF WORK |