Agreement Terms & Conditions

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Contract Agreement Terms & Conditions

Funnel Boost Media encourages our clients to read and understand the agreements set forth on your projects. If you have any questions, comments, or concerns, please feel free to contact a representative using the form to the right.

For simple viewing, we have created quick links to take you to the contract terms you wish to view.

Website Design / Web Development Agreements

1. Authorization

The contract-named Client is engaging Funnel Boost Media, known as Developer, located at 7930 Roanoke Run, as a contractor for the specific purpose of developing and/or improving a web site. The Client hereby authorizes Developer to access the above FTP account, and authorizes the web hosting service to provide Developer with “write permission” for the Client’s web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for the stated project(s). Should Client not have hosting account, Developer may provide hosting at an additional fee. The Client also authorizes Developer to publicize their completed web site to Web search engines, as well as other Web directories and indexes.

2. Standard Web Site Package:

Domain Registration The Developer will secure a domain name for the Client at the Client’s request. All charges incurred in doing so will be billed to the Client as an addition to the base price contemplated by this agreement. These are Internic fees, and are not a source of income for the Developer.

If the Client already has a domain name, the Developer will coordinate redirecting the address to the new host. Should the Client desire a specific domain name, which is already owned by another party, negotiations for said domain name must be undertaken by the Client.

Text Copy for web site must be supplied by the Client in a .doc format via disk or email attachment. Otherwise, if not supplied on disk or via email, there will be an additional charge for typesetting.

Photos Photos and other misc. graphic images must be supplied by Client. Photos and graphics not supplied by Client will be added cost to the contract between Developer and Client.

Installation Finished site will be uploaded to Client’s hosting company or hosting provided by Developer.

E-mail response link on each web page to any e-mail address the Client designates.

Cross Browser Compatibility Our agreement contemplates the creation of a web site viewable by Microsoft Internet Explorer, Mozilla Firefox, and Google Chrome browsers. Compatibility is defined herein as all critical elements of each page being viewable in above listed browsers. Client is aware that some advanced techniques on the Internet, however, may require a more recent browser version and brand or plug-in. Client is also aware that as new browser versions of above listed browsers are developed, the new browser versions may not be compatible. In the absence of a Maintenance Agreement time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price of our agreement.

CGI / Perl This contract contemplates one basic form embedded on the Clients web site with the data captured in each form delivered to the Client at the Client’s specified e-mail address. If a specific script beyond this capability is requested by the Client and it must be purchased or created by the Developer at the Client’s request, the charge for the script, if any, will be billed back to the Client.

3. Online stores only

The text and graphic content of the web pages will be supplied by the Client and executed as specified by the Client in the “Web Design Agreement”. It is understood that total prices calculated are likely to vary from the final amount due to different quantities of products, categories, photos, regular pages, etc. in the final store.
An Estimate is listed in Appendix A and governs the prices for this contract. Notwithstanding any prices listed in literature or on web pages, the Client and Developer agree that the services described above in this section shall be completed for the amount indicated in Appendix A and / or Appendix B and upon this amount the first payment shall be determined. The final payment shall reflect and include all elements actually completed at the prices attached.

We include e-mail/phone consultation of up to 2 hours total general Internet orientation education, marketing strategy, Web design consultation, and helping Clients learn to use the store software. Telephone long distance charges are in addition to package rates quoted. (Additional education and consultation is at our hourly rate.)

Product web pages, products, or photos added after the store is ready for advertising to the Web search engines will be calculated for actual time spent at the hourly rate specified below.

4. Available Services :

This agreement includes all the aforementioned services plus:

Page Redirection / Plug-in Technology JavaScript programming page redirection based on the presence or absence of a viewer’s browser, plug-in, screen resolution and platform. Note however, that if additional pages are necessary to accommodate specific browsers, plug-in technology, screen resolutions, or platforms additional charges may apply.

Graphic Creation / Banner Advertisements This custom package contemplates that the “Developer” will create, capture or receive from the Client all the graphic elements necessary to complete the Client’s web site. This includes creation / redesign of Corporate Identity (logo), ancillary images, animated graphics, photography and banner advertisements.

Java Applets This custom package contemplates the use of Java Applets specified in Appendix A. Clients are encouraged to not use Java Applets as many viewers on America Online will be served an error when trying to view the page. Java Applets may also ‘crash’ older computers on download and download times for some viewers can be excessive.

Macromedia Flash Macromedia Flash is always an option and the specific understanding of our arrangement will be listed in Appendix A. Although Flash work is charged by the hour, the Developer warrants to protect the client by specifying a maximum charge in advance which will be listed in Appendix A. The Developer warrants to work earnestly to come in under the maximum charge.

DHTML This custom package contemplates using DHTML technology. The rate to program each DHTML page will be specified in Appendix A. The Author understands that DHTML technology may not work in older browsers and some DHTML technology is not cross-browser specific.

Real Audio/Video This custom package contemplates using Real Audio or Real Video on the Client’s site. If chosen, however, the charges for such will be listed in Appendix A.

QuickTime / QuickTime VR This custom package contemplates using QuickTime or QuickTime VR technology on the Client’s web site.

E-commerce This custom package contemplates the possibility of an e-commerce enabled site. If a shopping cart is required for the Client’s site, the charges for the shopping cart will be listed in Appendix A.

Secure Certificate If the Client selects an e-commerce enabled site, the Client is encouraged to obtain a secure certificate for online transactions. The Client understands that if they do not obtain their own secure certificate, design capabilities on the shopping cart itself may be limited.

Merchant Account The Client will need a Merchant Account to enable the ability to accept credit cards online. Any charges necessary to secure the Merchant Account are chargeable to the Client.

Real Time Credit Card Processing If the Client has a high volume / high sales web site, real-time credit card processing will be desired. In this instance, the Developer will assist the Client in obtaining this service. Any charges related to this service are the responsibility of the Client as an addition to this agreement.

ASP / Cold Fusion Sites requiring database design may require Microsoft ASP or Allaire Cold Fusion technology. Any charges applicable to ASP or Cold Fusion are in addition to this agreement.

Databases Costs for creation of a database will be specifically listed in Appendix A.

Training The Developer will provide e-mail and telephone assistance to the Client’s designated representatives regarding management of the Client’s web site at a pre-negotiated rate.

5. Additional Expenses

Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project. Examples would be:

• Purchase of stock photos at the Client’s request.
• Purchase of upgraded hosting capabilities at the Client’s request.
• Purchase of specific fonts at the Client’s request.
• Purchase of specific photography at the Client’s request.
• Purchase of specific software at the Client’s request.

6. Client Amends / Changes

Developer prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of the Developer’s business. To that end, we encourage input from the Client during the design process.

The Developer understands, however, that Clients may request significant design changes to pages that have already built to the Client’s specification. To that end, please note that our agreement does not include a provision for significant page modification or creation of additional pages in excess of our agreed page maximum [Appendix A]. If significant page modification is requested after a page has been built to the Author’s specification, we must count it as an additional page.

Some examples of significant page modification at the request of the Client include:

• Developing a new table or layer structure to accommodate a substantial redesign at the Client’s request.
• Recreating or significantly modifying the company logo graphic at the Client’s request.
• Replacing more than 75% of the text to any given page at the Client’s request.
• Creating a new navigation structure or changing the link graphics at the Author’s request.
• Significantly reconfiguring the Client’s shopping cart with new product, shipping or discount calculation if an e-commerce enabled site has been selected by the Client.

Clients who anticipate frequently changing the look of their site during the design process and Clients who desire to be intricately involved design of each page are encouraged to negotiate an agreement which exceeds the page maximum. If significant page modification is requested by the Client after the page maximum has been reached a Change Request with estimated costs will be submitted for Client approval prior to changes being done.

Moderate changes, however, will always be covered during our development of the site and also covered by our one month of free maintenance.

7. Third Party or Client Page Modification

Some Clients will desire to independently edit or update their web pages after completion of the site.

Note however, Developer is not responsible for any damage created by the Client or agent of the Client. Any repairs required will be assessed at an hourly rate of $_____. [1 hour minimum charge].

8. Web Hosting

The Client agrees to select a web hosting service that allows Funnel Boost Media full access to the web site and a cgi-bin directory via FTP and telnet. The Client further understands that if the web hosting service’s operating system is not a Unix system, standard CGI software may not work, and providing a substitute may incur additional charges.

Client may opt to allow Developer to host Client website(s) for additional fee.

9. Search Engine Registration

The Developer will optimize the Clients web site with appropriate titles, keywords, descriptions and text and thereafter submit the Client’s web site to each of the major search engines. The Developer also offers advanced search engine optimization and site promotion services. If advanced search engine optimization and site promotion services are desired the agreement for said services will be listed in a separate agreement.

The Developer encourages all commercial Clients to obtain advanced Search Engine Optimization and Site Promotion services.

10. Work Schedule and Completion Date

Developer to submit a First Mockup Draft of web site no later than thirty (30) days after Developer receives signed agreement, along with down payment and initial direction from the Client. Client to provide Developer with all the data needed to complete web site, including text, company logo, and photos. Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design via e-mail or by signing a printed copy of the design and faxing to Developer. Once this acceptance is received from the Client, the work necessary to complete the project will continue.

Upon completion of the web site, an e-mail or letter and invoice will be sent to the Client advising the Client that the work has been completed. Client will supply written approval by printing, initialing and faxing back each page in web site. After contract has been paid in full, site will then be uploaded to Client’s hosting company.

11. Maintenance Grace Period

This agreement includes minor web page maintenance to regular web pages (not store product pages) over a one-month period, including updating links and making minor changes to a sentences or paragraphs. It does not including removing nearly all the text from a page and replacing it with new text. If the Client or an agent other than Developer attempts updating the Client’s pages, time to repair web pages will be assessed at the hourly rate, and is not included as part of the updating time. The one-month maintenance period commences upon the date the Client signs this contract.

Changes requested by the Client beyond those limits will be billed at the hourly rate [Appendix A]. This rate shall also apply toward additional work authorized beyond the maximums specified above for such services as: general Internet orientation education, marketing consulting, web page design, editing, modifying product pages and databases in an online store, and art, photo, graphics services, and helping Clients learn how to use their own web page editor. CGI programming charges (if any) are not included in this rate.

12. Extended Maintenance Contracts

Terms for Maintenance Contracts will be listed in Appendix B, using one of two methods.

The Monthly “Flat Rate” Maintenance Contract, payable each month, allowing up to 2 hours of changes per month, including new pages and store product changes. The “Flat Rate” Agreement is payable each month, whether the time is used or not. Changes requested, which go beyond the 2 hour limit, are chargeable at the rate disclosed.

The “As Needed” Maintenance Contract is a monthly chargeable agreement, higher than the “Flat Rate”, but offering cost savings on sites with little to no changes. Charges incur when Client requests a change – 1 hour minimum charge.

13. Copyrights and Trademarks

The Client represents to Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Developer for inclusion in web pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

14. Assignment of Project

The Developer reserves the right to assign certain subcontractors to this project to insure the right fit for the job as well as on-time completion. The Developer warrants all work completed by subcontractors for this project. When subcontracting is required, the Developer will only use industry recognized professionals.

15. Age

Authorized representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering a contract in the United States of America on behalf of the Client.

16. Warranties and Liability

Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Developer. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy..

Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s publication of material or use of those materials.

It is also understood that the Developer will not publish information over the Internet which may be used by another party to harm another. The Developer will also not develop a pornography or warez web site for the Client. The Developer reserves the right to determine what is and is not pornography.

Developer does not warrant the functions of the site will meet Client’s expectations of site traffic or resulting business or that the operation of the web pages will be uninterrupted and / or error-free. Developer is not be held responsible for occasional downtime of email or web site due to line interruptions and/or other instances beyond Developers control.

17. Indemnification

Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with the Developer’s development of the Client’s web site. This includes Liabilities asserted against the Developer, it’s subcontractors, it’s agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns.

Client also agrees to defend, indemnify and hold harmless the Developer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client’s web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.

18. Rights Upon Termination of Agreement

Developer shall transfer, assign and make available to Client all property and materials in Developer’s possession or subject to Developer’s control that are the property of Client, subject to payment in full of amounts due pursuant to this Agreement

Developer also agrees to provide reasonable cooperation in arranging for the transfer or approval of third party’s interest in all contracts, agreements and other arrangements with advertising media, suppliers, talent and others not then utilized, and all rights and claims thereto and therein, following appropriate release from the obligations therein.

In the event the Client terminates this contract by registered letter within 30 days, 50% of down payment will be refunded. Work completed shall be billed at the hourly rate stated in Agreement, and deducted from 50% of the down payment, the balance of which shall be returned to the Client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, the Client shall be liable to pay for all work completed at the hourly rate. No portion of this initial payment will be refunded unless written application is made within 30 days of signing this contract.

Refund request must be submitted by registered letter to Funnel Boost Media, 16500 San Pedro Ave, Ste. 295, San Antonio, Tx 78232.

19. Default

In the event of any default of any material obligation by or owed by a party pursuant to this Agreement, then the other party may provide written notice of such default and if such default is not cured within ten (10) days of the written notice, then the non-defaulting party may terminate this Agreement.

20. Notices

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.

21. Laws Affecting Electronic Commerce

From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.

22. Ownership to Web Pages and Graphics

Copyright to the finished assembled work of web pages and graphics produced by the Developer shall be vested with the Client upon final payment for the project. This ownership is to include, design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project.

Rights to photos, graphics, computer programs are specifically not transferred to the Client, and remain the property of their respective owners. Developer and its subcontractors retain the right to display all designs as examples of their work in their respective portfolios.

23. Litigation

Any disputes arising form this contract will be litigated or arbitrated in Bexar County, Texas. This agreement shall be governed and construed in accordance with the laws of the State of Texas, USA.

Undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organization or business. This Agreement constitutes the entire understanding of both parties. Any changes or modification thereto must be in writing and signed by both parties.

24. Payment of Fees

A minimum deposit of fifty percent (50%) is required to commence work.

Fees to Developer are due and payable on the following schedule: 50% upon signing of contract, 25% after first stage of site is completed and approved and the balance upon page completion, but prior to delivery / uploading. If the total amount of this contract is less than $700, the total amount shall be paid upon signing of contract and any additional costs incurred during development will be invoiced at the completion of the web site.

Advertising the pages to Web Search Engines and updating occur only after the final payment is made. All payments will be made in US funds.

Developer reserves the right to remove web pages from viewing on the Internet until final payment is made. If a payment delay is anticipated, please contact the Developer immediately for an alternative arrangement. In case collection proves necessary, the Client agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by Developer. Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this contract was entered into in Bexar County, Texas, and any dispute will be litigated or arbitrated in Bexar County, Texas.

25. Sole Agreement

The agreement contained in this “Web Site Design Contract” constitutes the sole agreement between Developer and the Client regarding this web site. Any additional work not specified in this contract, Appendix A or Appendix B must be authorized by a written change order. All prices specified will be honored for 30 days after both parties sign this contract. Continued services after that time will require a new agreement.

This agreement constitutes the entire understanding of the Developer and Client. This agreement terminates and supersedes all prior understanding or agreements on the subject matter hereof. Any changes or modification thereto must be in writing and signed by both parties

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Search Engine Optimization Agreement Terms

Search Engine Optimization (SEO) Contract Agreement
This contract is entered into between Funnel Boost Media (FBM) and Client Stated in SEO Contract Agreement (hereinafter referred to as “Client”) on the date specified on physical contract.

1.Funnel Boost Media will provide Client with Search Engine Optimization Services

(hereinafter referred to as “SEO”) as described in this contract. FBM will use specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client’s website.

2. Search Engine Optimization Fees

The total fee for the SEO services to be provided on a monthly basis specified by the Client’s contract. All fees must be paid in full after the end of each monthly cycle.

FBM‘s SEO services are intended to serve two main purposes:
1) to provide the Client with increased exposure in search engines, and 2) to drive targeted online traffic to the site.

FBM‘s SEO Services will include (but are not limited to):
• Researching keywords and phrases to select appropriate, relevant search terms (up to 7 phrases).

• Obtaining “back links” from other related websites and directories in order to generate link popularity and traffic.
• Editing and/or optimization of text for various html tags, meta data, page titles, and page text if necessary.

• Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes.
• Recommend, as required, additional web pages or content for the purpose of “catching” keyword/phrase searches.
• Create ranking reports for client’s site and any associated pages showing rankings in the major search engines.

3. For the purposes of receiving professional SEO services, Client agrees to provide the following:

• Administrative/backend access to the website for analysis of content and structure.

• Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., your web designer, if necessary.

• Unlimited access to existing website traffic statistics for analysis and tracking purposes.

• Authorization to use client pictures, logos, trademarks, web site images, pamphlets, content, etc., for any use as deemed necessary by LCS pvt. Ltd. for search engine optimization purposes.

• If Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. LCS pvt. Ltd. can create site content at additional cost to the Client.

4. Client must acknowledge the following with respect to SEO services:

• All fees are non-refundable.

• All fees, services, documents, recommendations, and reports are confidential.

• FBM has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.

• Due to the competitiveness of some keywords/phrases, on going changes in search engine ranking algorithms, and other competitive factors, LCS pvt. Ltd. does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.

• Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than 5 time. This is referred to as the “Google Sandbox.” FBM assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.

• Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, FBM will re-optimize the website/page based on the current policies of the search engine in question.

• Some search directories offer expedited listing services for a fee. If the Client wishes to engage in said expedited listing services (e.g., paid directories), the Client is responsible for all paid for inclusion or expedited service fees. FBM can offer a list of expedited listing services upon request.

5. Responsibility

FBM is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website

6. Additional Services

not listed herein (such as managing pay-per click campaigns, copywriting, web design etc.)

7. The Client guarantees any elements

of text, graphics, photos, designs, trademarks, or other artwork provided to FBM for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend FBM and its subcontractors from any liability or suit arising from the use of such elements.

8. Venue and Dispute Resolution:

This Agreement (Contract) shall be governed by the laws of Texas and the parties submit to the exclusive Jurisdiction of the courts of San Antonio, Texas in respect of any dispute or difference between the client and FBM arising out of this Agreement (Contract). Any dispute or difference can also be resolved outside the court by appointing an independent third party (also known as arbitrator) on mutual agreement of the client and FBM. However in this case arbitrator’s decision is considered to be final and cannot be disputed or appealed in the court of law.

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Market Research Agreement

NON-EXCLUSIVE AGREEMENT FOR MARKET RESEARCH

THIS NON-EXCLUSIVE AGREEMENT FOR MARKET RESEARCH (“Agreement”) is made on the date specified on Client agreement with Funnel Boost Media, LLC, with offices at 16500 San Pedro Ave., Suite #295, San Antonio, Tx, 78232 (“Researcher”), and Client.

WITNESSETH

WHEREAS, the effort contemplated by this Nonexclusive Agreement for Market Research (“Agreement”) is of mutual interest and benefit to Funnel Boost Media, LLC and Researcher and will further market research objectives of Funnel Boost Media;

WHEREAS, Researcher has valuable experience, skill and ability in performing research in the area of United States of America, or states, counties, or cities specified in Agreement.

WHEREAS, Client desires to have Researcher undertake a project in accordance with the scope of work described in Agreement;

WHEREAS, Client has agreed to allow Researcher to use Client’s intellectual property consisting of item set-up, and store item inventory data (“Commonwealth IP”) and has determined that this Agreement is the appropriate legal instrument to be executed by the Parties; and

WHEREAS, Client is willing to grant Researcher a limited non-transferable, non-exclusive, revocable license to use the Commonwealth IP, subject to the terms and conditions of the Agreement and Researcher’s formal acknowledgement of its acceptance of the terms and conditions of Client’s Data Use Policy which is incorporated by reference as if physically attached to this Agreement.

NOW THEREFORE, for mutual consideration set forth herein, the adequacy of which is hereby acknowledged, Client and Researcher, intending to be legally bound, hereby agree as follows:

1. SCOPE OF WORK

A. Researcher agrees to use reasonable efforts to perform the Project. “Project” shall mean the Statement of Work approved under this Agreement as described in Exhibit A.
B. Substantive changes to the Project require prior written approval of Client.

C. Researcher shall provide consent forms which will be signed by research respondents to Client within ten (10) days of signing this Agreement. Approval of the consent forms shall be within the sole discretion of the Client.

2. KEY PERSONNEL

A. The following individual, who will be identified as the Project Manager, shall be the primary contact person for Researcher:
PROJECT MANAGER: Ryan Duncan (or as specified in Exhibit A)
Phone: (210)  757 – 2544
E-mail: ryan@funnelboostmedia.net
B. The Project Manager may select and supervise other project staff as needed. No other person will be substituted for the Project Manager except with Client approval. Client may exercise Termination for Convenience provisions of this Agreement if a satisfactory substitute is not identified.

3. TERM OF AGREEMENT

The term of this Agreement shall commence on the date that all required signatures have been affixed and shall end at the close of business 45 days from the effective date. The effective date shall be fixed after the Agreement has been fully executed.

4. REPORTS

Project Manager shall maintain records of the results of the Project and shall provide Client with reports of the progress and results of the Project in accordance with Exhibit A.

5. PUBLICATION

A. Client shall have the right, at its sole discretion, to release any information or to publish any material resulting from the Project.
B. Researcher shall not use Client’s name or logo, including the name and logo of the Client’s stores, intellectual property, or ideas without Clients’s prior written consent.

C. Researcher shall not identify or in any way represent itself as being the Client or as being an agent of the Client.

D. Researcher shall refrain from making any representations or creating any inferences, express or implied, that the use of the Commonwealth IP constitutes evidence of an affiliation with or endorsement by Client of any of Researcher’s products or services or any of Researcher’s agents, sponsors, or advertisers. Therefore, any Commonwealth IP used by Researcher during the course of the Project must clearly identify the Client as the source of such information. Title and ownership of the Commonwealth IP shall remain at all times with Client and the Commonwealth and Researcher shall acknowledge Client’s exclusive right and title to the Commonwealth IP and reasonably cooperate with its protection at all times.

6. RELATIONSHIP OF PARTIES

A. Nothing contained herein shall create or establish a joint venture or a partnership between Client and Researcher. Except as otherwise provided herein, each party shall be solely responsible for any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, FICA, and workmen’s compensation.
B. For the purposes of this Agreement and all services to be provided hereunder, the parties shall be and shall be deemed to be independent contractors and not agents or employees of the other party.

C. Nothing contained in this Agreement shall be construed or implied to create an agency, partnership, joint venture, or employer and employee relationship between Client and Researcher.

D. Neither party shall have the authority to make any statements, representations or commitments of any kind or to take action which shall be binding on the other party, except as may be expressly provided for herein or authorized in writing.

8. DISCLAIMER OF WARRANTY

The warranties contained herein are in lieu of all other warranties or conditions, express or implied, including, without limitation, those of merchantability or fitness for a particular purposes. In no event shall Client be liable for damages, direct or indirect, including incidental or consequential damages, suffered by the Researcher or other third party arising from breach of warranty or breach of contract, negligence, or any other legal ground of actions.

9. TERMINATION

Client shall have the right to immediately terminate this Agreement for any reason or for no reason, by giving written notice to Researcher.

10. POST-TERMINATION RIGHTS

A. Upon expiration or termination of this Agreement:
1. Researcher shall discontinue all use of Client research as listed in Exhibit A and Commonwealth IP; and
2. Researcher shall provide Client with all records and/or reports of the progress and results of the Project.
B. It is understood and agreed that termination shall not entitle Researcher to any compensation on any grounds whatsoever, including, but not limited to, lost profits, loss of goodwill, or consequential, direct, indirect, punitive, or exemplary damages.

11. FORCE MAJEURE

Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.

12. NOTICE

A. Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or by deposit in the United States mail, postage prepaid, registered or certified, return receipt requested.
B. Either party may change the address to which notice is to be sent by written notice to the other party under any provision of this paragraph.

13. JURISDICTION/DISPUTES/INTERPRETATION

This Agreement shall be governed in accordance with the laws of the Commonwealth of Texas. This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Texas. All disputes under this Agreement shall be resolved by litigation in the courts of the Commonwealth of Texas, including the federal courts therein. All parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

14. ORAL MODIFICATION

This Agreement may not be modified orally. Except or provided in this Agreement, all modifications must be by written amendment signed by Client and Researcher.
15. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors, and assigns.

16. ASSIGNABILITY

Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party, which shall not be unreasonably withheld.

17. WAIVER

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

18. SURVIVABILITY

The obligations set forth in publication section shall survive the expiration or termination of this Agreement.

19. SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision, and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

20. INTEGRATION

This Agreement and the attachments appended thereto constitute the entire understanding of the parties and are intended as a final expression of their Agreement. It shall not be modified or amended except in writing, signed by the parties hereto, and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated on Exhibit A.

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