Services Agreement

CHICAGO WEB WIZARD - WEBSITE SERVICES AGREEMENT

THIS AGREEMENT is entered into on _____________________, by and between CHICAGO WEB WIZARD., an Illinois sole proprietor  company, (“Chicago Web Wizard”), and ________________________________________, hereinafter known as (“Client”) (collectively hereinafter “Party” or “Parties”).

RECITALS

1.   CHICAGO WEB WIZARD is in the business of providing marketing related services.  Client wishes to utilize the services of CHICAGO WEB WIZARD for this purpose as well as for other related services as set forth below.

TERMS OF THE AGREEMENT

In consideration of the foregoing and the mutual promises contained herein, CHICAGO WEB WIZARD and Client agree as follows:

1.    Engagement of and Payment to CHICAGO WEB WIZARD.  Client hereby agrees to engage and pay Chicago Web Wizard for the services to be provided as set forth in Exhibit A (“Services”) which is attached hereto and is incorporated herein by this reference.  All payment shall be due and payable within 10 days of the date of Chicago Web Wizard’s invoice.  Past due payments shall bear interest at the rate of 1.5% per month from the due date. 

2.    Property Rights.  Rights to stock photographs, other source codes and computer programs are specifically not transferred to Client, and remain the property of their respective owners.

3.    Warranties and Representations.  Client acknowledges and agrees that Chicago Web Wizard has no control of changing external economic and social factors that can affect Client’s business, and that any of the services and products that Chicago Web Wizard provides cannot and will not guarantee that Client’s sales, revenue, income, or business activity will increase. Client further acknowledges and agrees that Chicago Web Wizard has made no representations or guarantees that any Services provided by Chicago Web Wizard will improve Client’s ranking, ratings or placement on any internet search engine.

4.    Start and Completion of Services.   Client acknowledges that Chicago Web Wizard’s start and completion of the Services are dependent upon Client providing materials including but not limited to text, images, videos, and any special input and instructions regarding said content, (collectively, “Content”), including timely approvals from Client.  Client agrees to provide Chicago Web Wizard with all Content needed to complete the Services within thirty (30) days of any request from Chicago Web Wizard.  Any delay by Client will affect the completion of the Services.  In the event of any such delay by Client, Client agrees to be responsible for Chicago Web Wizard’s fees and any additional costs incurred for any additional work required to be done by Chicago Web Wizard.  All additional work necessitated by Client’s delay shall be billed at the published hourly rate.  Client acknowledges that Chicago Web Wizard is not responsible and agrees to hold Chicago Web Wizard harmless for any delays or damages resulting from Client’s failure to make such submissions in a timely manner. 

5.    Meetings and Approvals.   Client agrees to meet with Chicago Web Wizard as required by Chicago Web Wizard until the project is completed.  Milestone approvals and sign-offs must be responded to within dates specified by Chicago Web Wizard.  A non-response by Client to a requested approval or sign-off shall constitute that milestone or sign-off is approved by Client.

6.    Changes/Additions to Agreed upon Services.   In the event Client wishes to make changes to any work by Chicago Web Wizard that has already been approved and accepted by Client, or, if in the opinion of Chicago Web Wizard, any item of work requested by Client is not within the scope of Exhibit A, Clients agrees to pay Chicago Web Wizard at the published hourly rate in addition to any costs incurred by Chicago Web Wizard.

7.    Assignment of Project.  Chicago Web Wizard reserves the right to assign subcontractors to this project.  At the sole discretion of Chicago Web Wizard, work produced by subcontractors may be protected under signed confidentiality agreements and shall remain the property of Chicago Web Wizard.

8.    Conditions Affecting Performance.  Certain conditions beyond the control of Chicago Web Wizard may affect Chicago Web Wizard’s ability to perform obligations provided for under this Agreement.  These conditions may include, but are not limited to, labor shortages, internet outages, change in supported technologies, Acts of God or circumstances or causes beyond the control of Chicago Web Wizard.  Chicago Web Wizard shall not be liable for and Client agrees to hold Chicago Web Wizard harmless for any delays, cancellations, or terminations that result in damages of any kind to Client as the result of any such conditions or circumstances.

10.  Use of Clients Materials.  Should Chicago Web Wizard, upon Client’s written request, verbal instruction or delivery of materials, utilize Client’s materials which may include, but are not limited to, photographs, text, software, code, copyrighted material and/or materials that may be owned by third parties (“Client’s Materials”), Client acknowledges and agrees that neither Chicago Web Wizard nor its employees, agents or anyone acting on its behalf have made any representation to Client regarding Client’s entitlement to use Client’s Materials.  Client acknowledges and agrees that Client has relied on its own investigation to establish whether Client is entitled to use Client’s Materials.  Client agrees to defend, indemnify and hold Chicago Web Wizard, its employees, agents or anyone acting on its behalf harmless from any and all claims of any kind including, but not limited to, all lawsuits for damages, royalties, penalties, interest, legal fees, expert fees and court costs of any kind (“Claims”) arising out of, related to, or alleged to arise out of or relate to any use of Client’s Materials unless such Claims are due to Chicago Web Wizard’s gross negligence or intentional misconduct.

11.  No Hire of Employees/Subcontractors.  Client agrees that Client shall not solicit in an attempt to hire, hire or contract directly with any employee employed by Chicago Web Wizard nor any independent contractor who provides service for Chicago Web Wizard for the same or similar services provided by Chicago Web Wizard.

12.  Final Product Testing.  Client agrees that Client shall test the functionality of any product or service created by Chicago Web Wizard to ensure that it is working pursuant to the Client’s needs before it is used for Client’s business or other related purposes.  If Client discovers that any product or service  is not functioning properly, Client shall immediately notify Chicago Web Wizard in writing.  Client agrees that if Client fails to test the functionality of any website and suffers damages as a result, Client shall hold Chicago Web Wizard harmless from any and all damages of any kind suffered by Client.

13.   Attorney’s Fees, Costs, Venue and Governing Law.   In the event any dispute arising between the Parties results in the filing of a lawsuit, the prevailing party, as determined by a Court of competent jurisdiction, shall be entitled to an award of its reasonable attorney's fees and taxable costs.  Venue for all disputes related to or arising out of this Agreement is proper only in Pima County, Arizona.  This Agreement shall be governed by the laws of the State of Arizona.

14.  Mediation.  Before any lawsuit is filed, the Parties to this Agreement must engage in a total of four (4) hours of mediation unless the Parties agree in writing otherwise.  If the mediator cannot be agreed upon by the Parties, then each Party will select one mediator and those mediators shall agree upon one mediator to preside over the matter.  The presiding mediator’s fees shall be split equally between the Parties.

15.  Invalid Provisions.  If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provisions shall be fully severable.

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