Appendix
A Client Services Agreement
Between Pixel Witch, Inc. & Client
Client will be responsible for all facets of Client direction,
invoicing, and prioritization of the Work. Client has
contracted PWI’s web design services. In the event
that Client needs PWI’s maintenance services to
achieve Client’s internet objectives PWI also has
included maintenance pricing which is valid from the date
of signature to this Agreement through December 31, 2008.
PWI will create, at the Client’s direction, the
Client’s web site.
For
this project a page will be considered 8.5” x 11”
and will use graphics given to PWI by Client as well as
stock graphics. The pages will contain text and graphics
only. This work does not include any other programming
such as form creation, advanced javascript, flash or any
other advanced Internet technology. PWI agrees to provide
the Work in versions compatible with .html, Macromedia
Dreamweaver 4.0 and above, Adobe Illustrator 10.0 and
above, and Adobe Photoshop 7.01 and above. PWI is not
obligated to deliver the Work for use on any other platform.
Scope
of Project: Client agrees to initially provide PWI with
all copy in electronic form compatible with .html or Microsoft
Word 4.0 or above. Client understands and agrees that
in the event copy is not recieved in the aforementioned
formats Client will incur a typing fee of $45.00 (US)
per page.
PWI
will initially generate one (1) design based on Client
direction for use in the creation of the template. The
template will be used for all of the pages of the site
to ensure consistent design and navigation. The page design
will contain contact information and facilitate emailing
to an address that the Client will specify.
PWI
will provide initial designs for the site in .pdf or .html
format for review, file format is at the descretion of
PWI. Two (2) rounds of changes are included in this design
review process. Any additional rounds of design changes
will be billed at the hourly graphic design rate as outline
in the Maintenance Rates.
Upon
approval of template design, the entire site will then
be created to include the template as the basis for the
rest of the site. Any additional changes to the template
after the design approval process ends will be made at
the consultancy rate as outlined in the payment section.
Client
acknowledges that any additional alterations to template
after design approval may possibly result in unexpected
changes to the entire site and any reworking of site pages
will be billed at the consultancy rate as outlined in
the payment section.
PWI
will accommodate two (2) rounds of spelling and grammar
corrections to all pages prior to posting the site on
Client’s web host. No other changes will be made
to pages unless it is at the consultancy rate as outlined
in the payment section.
This
project will also contain Client supplied graphics, or
graphics that PWI may utilize for this project. All Client
supplied graphics will be provided to PWI in either hard
copy or electronic format that is compatible with Adobe
Photoshop 5.5 or above. All finished scans for the site
will be generated with the sole intent for use on the
Internet at 72 dpi in gif or jpg format. No photo retouching
or manipulation other than sizing will be done by PWI
unless it is at the graphic design rate as outlined in
the Maintenance Rates.
PWI
will ensure that these pages are compatible with Internet
Explorer 5.0 PC browsers and 4.77 Netscape browsers to
the best of it’s ability. All Client design considerations
are contingent on this compatibility. Testing of the site
will be a joint effort between PWI and Client. PWI will
to the best of it’s ability, test the web site for
compatibility and will work with the Client to make sure
each of the pages displays accurately. PWI will not be
liable for any security issues that may arise from the
creation of this site. PWI is not held responsible for
any dealings with Client’s vendors.
Work
to Become Clients: PWI recognizes and acknowledges that
the Client possesses certain confidential information
that constitutes a valuable, special, and unique asset.
All text, graphics and electronic representation of Client
submitted hard copy images shall be the sole property
of Client. PWI further agrees that Client will have non-exclusive
use of all PWI graphics and design. Client will also have
use of all PWI created html source code. Furthermore Client
will retain the exclusive rights to all copy provided
by Client that is used in the web site. Any presentations
or other copy related text created by PWI for this project
shall remain the property of the Client.
Work
for which PWI can’t grant rights: Such data and
materials include, but are not limited to, PWI client
listings, PWI client contacts, PWI financial data, PWI
marketing and sales strategies, PWI company policies,
statistics, company activities and objectives, PWI designs,
graphics, ideas and proposals for packaging, merchandising
and marketing. PWI will retain rights and have use of
all PWI graphics and design elements created for use on
this project. PWI will also retain rights and have use
of all PWI created html source code. Any graphics that
were obtained by PWI to be used with permission for this
project only. Their rights remain with their prospective
copyright holders. Any clip or stock art that was obtained
by PWI. Their rights remain with their prospective copyright
holders. Any clip or stock source code that was obtained
by PWI. Their rights remain with their prospective copyright
holders. All notes, reports, sketches plans, unpublished
memoranda, supplies, sound recording, video tapes, films,
photographs, chemical and/or biological materials or other
documents, material and information recorded or stored
by means of any device, including, but not limited to
that created developed, generated or held by PWI during
the period in which PWI creates for Client use. All information
concerning or related to Pixel Witch’s business,
and whether containing or relating to Confidential Information
or not, are the property of Pixel Witch and, upon termination
of PWI’s services for any reason whatsoever, will
be promptly and appropriately stored, filed, labeled and
returned to appropriate individuals and shall not be destroyed,
mutilated, copied, mislabeled, misfiled or in any other
way made inaccessible to PWI. Client shall not remove
or accept any of the above property whether or not containing
Confidential Information, or reproductions or copies thereof,
or any materials or apparatus from the PWI premises without
a written transmittal from PWI.
Payment:
Client agrees to pay PWI for services described in this
Appendix ‘A.’ All payment must be in US dollars.
A non-refundable deposit of half of total project price
will be paid by Client to PWI as an initial non-refundable
deposit for the template creation and application as indicated
in “Appendix A.” Upon completion of template
creation and application as discussed in “Appendix
A” the balance of the project price shall be made
to PWI prior to upload of Client’s web host. Complete
payment for all work is due prior to upload of completed
Work to Client’s web host. In the event of late
payment, all timelines and deadlines will be pushed back
according to the number of days that it takes for Client
to become current on payment.
Any additions and/or changes other than those outlined
in this Appendix ‘A’ and not covered in PWI
Maintenance fees will be billed at a consultancy rate
of $200.00 (US) per hour. Client agrees that there can
be no time limit to complete these additions and/or changes.
Client also agrees that any additions and/or changes will
completely negate all agreed timelines. Client acknowledges
that unless all monies due have been collected site will
not be made available for upload under any circumstances.
Any additional fees shall be paid at time of service to
Pixel Witch, Inc.
Miscellaneous:
Client further agrees to allow a link from their web site
to PWI and a link from PWI to their site. The size and
nature and placement of the link shall be at the sole
discretion of PWI.
Substantially all of the work will be conducted by PWI
at its regular office located in Wauconda, Illinois. Client
will provide PWI office space and support as it agrees
may be appropriate, at its facility. PWI will interface
with Client on an as needed basis in order to complete
this project. Interface will occur by phone, fax, e-mail
and other technologies as appropriate. All procedural
and administrative tasks central to the project will also
be completed as directed by Client. All Client interface
not covered by Appendix A is of a valuable nature and
will be rounded to the nearest quarter hour for billing
purposes. All
project quotes are valid thirty (30) days from date of
submittal. Pricing and services subject to change without
prior notice.
1.
SERVICES
PWI shall perform services for Client as specified in
the Work Statement attached hereto as Appendix ‘A’
(the “Work”), which is expressly made a part
hereof. Client understands that the performance of PWI
is dependent upon periodic reviews by Client of the Work
prior to PWI’s completion of said Work. Client shall
provide timely reviews and comments to PWI upon PWI’s
notice of review, but in no case shall such review occur
more than five (5) days after PWI’s notice. In the
event that Client does not provide such review and comments
as specified herein, PWI and Client agree and understand
that such non-action is and shall be considered approval
of Work under review. In the event that Client does not
provide said review, and PWI, in PWI’s sole judgment
determines that such non-action would prevent PWI from
completing the Work, PWI may terminate this Agreement
with five (5) days written notice to the Client. With
respect to any maintenance or upgrades to the Work, Client
agrees to allow PWI to bid on any maintenance or update
of the Work.
2.
OWNERSHIP
2.1 PWI shall have sole and exclusive ownership of all
right, title, and interest in and to PWI’s underlying
source code of this Work, all modifications, developments,
derivative works and enhancements to PWI’s Work,
as well as any and all related technologies, reports,
memoranda, studies, writings, articles, plans, designs,
specifications, exhibits, software code, copies or other
materials whether made by PWI, Client or any other entity
or individual, individually or jointly, including ownership
of all copyrights and other intellectual property rights
pertaining thereto.
2.2
Client shall have sole and exclusive ownership of all
right, title, and interest in and to one (1) copy of the
machine readable format of the Work as outlined in “Appendix
A”. This Agreement provides PWI with title or ownership
of PWI’s underlying source code of this Work.
2.3
In the event that any portion of any Work constitutes
a work for which PWI cannot grant to Client the license
rights set forth herein, PWI shall so specify in Appendix
‘A’ attached hereto.
3.
LIMITED LICENSE:
3.1 PWI hereby grants to Client a nonexclusive, nontransferable
right and license to:
(a)
Install the Work on Client’s web server;
(b)
Use and execute the Work for purposes of serving Client’s
internal needs;
(c)
In support of Client’s authorized use of the Work,
physically transfer the Work from one computer to another;
store the Work’s machine-readable instructions or
data on a temporary basis in main memory, extended memory,
or expanded memory of such computer system as necessary
for such use; and transmit such instructions or data through
computers and associated devices at the Designated Location(s);
and
(d)
make two (2) copies of the Work for non-production backup
purposes only, provided that Client reproduces and includes
PWI’s copyright notice and proprietary legend on
the backup copy made by Client for non-production backup
purposes.
3.2
Unless otherwise specified in Appendix ‘A’,
Client may not use, copy, modify, transcribe, transmit,
store, translate, sell, lease, distribute or otherwise
transfer the Work (electronically or otherwise), or any
copy, adaptation, transcription, derivative work, development,
modification, enhancement, or merged portion thereof,
except as expressly authorized by PWI in writing. Client
may not decompile, reverse engineer, or otherwise translate
the Work or any copy, adaptation, transcription, modification,
development, derivative work or enhancement thereof, as
specified in Appendix ‘A’ in any way shape
or form. Client’s license may not be transferred,
sold, leased, assigned, or sublicensed without the prior
written approval of PWI.
4.
Client Provided Information
Client understands that the performance of PWI is dependent
upon timely submittal by Client of information necessary
for PWI to perform contracted Work. Client shall provide
PWI with information, including but not limited to: written
content, photos, schematics, video, hardware and software
as appropriate and applicable to the Work as outlined
in Appendix ‘A’, within seven (7) days after
execution of this Agreement. Client agrees that the Work,
as outlined in Appendix ‘A’, is the complete
list of tasks and goals regarding the Work, and are a
detailed description and objectives for the project. Client
understands that these components are a vital part of
the Work and will furnish any information, hardware and
software needed to complete the Work prior to beginning
the Work. All timelines and deadlines that PWI has agreed
on are dependent on timely receipt of this information.
In the event that Client does not provide the required
information within the time specified herein, PWI may
terminate this Agreement with five (5) days written notice
to the Client.
5.
Payment
PWI will be paid by the Client for the Work performed
under this Agreement as specified in Appendix ‘A’
attached hereto and made a part hereof. The Client shall
pay invoices within ten (10) days after receipt. Past
due amounts due to PWI will bear interest at the rate
of one and one-half percent (15%) per month, or the maximum
rate permitted by applicable law, whichever is less. Client
acknowledges that, until all monies due have been collected,
the Work and any modifications, developments, derivative
works and enhancements thereof, will not be made available
under any circumstances. In the event of late payment,
all Work will stop until Client’s balance becomes
current. Any applicable additional fees shall be paid
at time of service to PWI.
6.
Confidentiality
6.1 Client and PWI recognizes and acknowledges that each
party possesses certain confidential information that
constitutes a valuable, special, and unique asset. As
used herein, the term, “Confidential Information”,
includes, without limitation, all information and materials
belonging to, used by, or in the possession of PWI or
Client relating to the Work, object code, source code,
PWI or Client products, processes, services, technology,
inventions, patents, ideas, contracts, financial information,
developments, business strategies, pricing, current and
prospective customers, marketing plans, and trade secrets
of every kind and character. Client and PWI agree that
all of the Confidential Information is and shall continue
to be the exclusive property of PWI or Client respectively.
Client and PWI agree that both parties shall not, at any
time following the execution of this Agreement, use or
disclose any Confidential Information in any manner except
as authorized by each other in writing. Moreover, both
parties shall use its best efforts to protect and defend
the confidential and proprietary nature of the Work, including
any and all computer code, enhancements, derivative works,
developments or modifications of the Work.
6.2
Client and PWI shall not disclose the Confidential Information
to any third party except as authorized by appropriate
party in writing. Client and PWI shall limit access to
Confidential Information to those Client employees having
a specific need for such access in the performance of
their duties, consistent with the purposes herein, and
Client shall obtain written executed agreements from any
employees given such access sufficient to maintain the
confidentiality of such material.
6.3
Client’s and PWI’s duty of confidentiality
set forth herein shall survive the termination, expiration
or cancellation of this Agreement.
7.
WORK PROVIDED “AS IS”
7.1 ANY AND ALL WORK HEREUNDER OR IN CONNECTION HEREWITH
(INCLUDING BUT NOT LIMITED TO ANY INCLUDED OR ADDITIONAL
GOODS, PRODUCTS AND/OR SERVICES PROVIDED BY PWI, AND/OR
ANY DERIVATIVE WORKS, ENHANCEMENTS, MODIFICATIONS OR DEVELOPMENTS
THERETO) IS PROVIDED ON AN “AS IS” BASIS WITHOUT
WARRANTY OF ANY KIND. PWI DISCLAIMS ALL WARRANTIES, EXPRESS,
IMPLIED OR STATUTORY, OF ANY KIND, REGARDING THE WORK,
AND/OR ANY DERIVATIVE WORKS, ENHANCEMENTS, MODIFICATIONS
OR DEVELOPMENTS THERETO, INCLUDING, BUT NOT LIMITED TO,
WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR
PURPOSE OR USE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT,
RESULTS, ACCURACY, COMPLETENESS AND COMPATIBILITY. PWI
WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES RELATING
TO THE WORK, INCLUDING, BUT NOT LIMITED TO, WITHOUT LIMITATION,
DIRECT, INDIRECT, special, incidental, consequential,
or punitive damages including, but not limited to, any
lost profits, lost time, lost savings, lost data, lost
fees, DAMAGE TO EQUIPMENT OR SYSTEMS or expenses of any
kind arising from the installation or use of the Work
AND/OR ANY DERIVATIVE WORKS, ENHANCEMENTS, MODIFICATIONS
OR DEVELOPMENTS THERETO, or accompanying documentation
in any manner, however caused and UNDER any theory of
liability, AT LAW OR EQUITY, INCLUDING, BUT NOT LIMITED
TO, CONTRACT, WARRANTY, STRICT LIABILITY OR TORT, INCLUDING
NEGLIGENCE. These limitations will apply even if PWI has
been advised of THE POTENTIAL FOR such damages.
7.2
Client agrees that the Work and/or any modifications,
developments, derivative works and enhancements thereof,
are not designed, manufactured or intended for use or
resale with on-line control equipment in hazardous environments
requiring Fail-Safe performance, such as in the operation
of nuclear facilities, aircraft navigation, communication,
or control systems, direct life support machines, weapons
systems, or other uses in which failure of the Work could
lead directly, or indirectly, to death, personal injury,
or severe physical or environmental damage. PWI’s
disclaimer of any express or implied warranties as stated
above applies to such uses as well as all others. Client
agrees that it will not use the Work and any derivatives
thereof, for such purposes.
7.3
Client is solely responsible for the selection of the
Work to achieve Client’s intended results or for
particular applications. Client acknowledges that the
process of systems conversion is subject to the likelihood
of human and machine errors, omissions, delays, and losses,
including inadvertent loss of data or damage to media,
that may give rise to loss or damage. PWI shall not be
liable for such errors, omissions, delays or losses. Client
is responsible for adopting reasonable measures to limit
the impact of such problems; including examining and confirming
results prior to use, adopting procedures to identify
and correct errors and omissions, replace lost or damaged
media, and reconstruct data. Client is also responsible
for complying with all local, state, and federal laws
pertaining to the use and disclosure of any data.
7.4
Client agrees to indemnify, defend, and hold PWI and its
successors, officers, directors, agents and employees
harmless from and against any and all actions, causes
of action, claims, demands, cost, liabilities, expenses
and damages including attorneys’ fees arising out
of, or in connection with any breach of this Agreement
by Client or Client’s use or acquisition of the
Work, and any derivative thereof. Client and PWI will
give each other prompt and reasonable notice of any claim
made or actions instituted which in any way directly or
indirectly affect, or may affect, the other party, and
each party shall have the right to investigate, compromise,
and defend the same to the extent of its own interests.
PWI shall have the right, but not the duty, to participate
in the defense of any claim or litigation with attorneys
of PWI’s selection without relieving Client of any
obligations hereunder. Any final judgment rendered against
PWI for any cause for which Client is liable hereunder
shall be conclusive against Client as to liability and
amount. Client’s obligations herein shall survive
any termination of this Agreement.
8.
Termination
8.1 The licenses granted hereunder shall be in effect
until terminated as provided herein. Nonetheless, PWI,
in its sole discretion, may immediately terminate this
Agreement upon any of the following events:
(a)
The default by Client in the performance of any obligation
required herein, and Client’s failure to commence
and diligently continue to correct such default within
ten (10) days after notice, unless a shorter time is specified;
(b)
Client becomes in arrears in the payment of the whole
or any part of the amount(s) agreed upon herein for a
period of ten (10) days after the time such payments become
due;
(c)
The filing by Client of a voluntary petition in bankruptcy,
the institution of proceedings in bankruptcy against Client
and the adjudication of Client as bankrupt pursuant to
such proceedings, or the taking by a court of jurisdiction
of Client and its assets pursuant to proceedings brought
under the provisions of any bankruptcy, reorganization,
insolvency or related law;
(d)
Client’s breach of any provision hereof and/or Client’s
use of the Work and/or any derivative thereof in any manner
outside of the scope of the license granted hereunder;
(e)
The default by Client of any reviews specified in Section
1 of this Agreement; and
(f)
The default by Client of any information submittal specified
in Section 4 of this Agreement.
8.2
In the event that Client receives written notice from
PWI stating that Client is in default of any provision
hereunder, Client shall immediately cease the use of the
Work, as well as any derivative works, modifications,
developments, and/or enhancements thereto and return to
PWI the original and any copies, as well as any derivative
works, developments, modifications and/or enhancements
thereto. Also, in the event of written notice of default,
Client shall cease any and all distribution and sales
of Client products created with the assistance of the
Work and/or any derivative works, modifications, developments
and/or enhancements thereto.
8.3
Any failure by Client to comply with the terms and conditions
of this Agreement shall result in automatic termination
of the license granted to Client hereunder. Upon termination
of this Agreement for any reason, at the sole discretion
of PWI, Client shall return all copies of the Work and/or
any derivative works, enhancements, modifications, or
developments thereto and any accompanying documentation,
as well as drawings, blueprints, notes, memoranda, specifications,
designs, writings, software, devices, documents and any
other materials to PWI within five (5) days.
8.4
Termination of this Agreement or termination of Work shall
not affect Client’s payment obligations hereunder,
which shall survive any termination. In the event that
this Agreement is terminated by PWI upon the occurrence
of any of the events specified above, Client shall immediately
remit payment to PWI for the balance of this Agreement.
Failure of PWI to declare this Agreement terminated upon
the default of Client for any of the reasons set forth
above shall not operate to bar or destroy the right of
PWI to cancel this Agreement by reason of any subsequent
violation of the terms of this Agreement.
9.
Security Interest
Client hereby grants PWI, and PWI hereby reserves, a purchase
money security interest in and to the Work and all license
rights therein, including any enhancements, modifications,
developments, or derivative works delivered to Client
or developed by Client under this Agreement, as security
for the payment and performance by Client of all its obligations
and liabilities to PWI. Client agrees to assist and cooperate
fully with PWI in the perfection and enforcement of such
security interest.
10.
Independent Contractors
Client and PWI are independent contractors, each in full
control of its own business, employees and expenses. This
Agreement places neither party in the control or direction
of the other, and neither party is authorized to act as
the principal or agent for the other. Nothing in this
Agreement shall be construed as creating an employer-employee
relationship, as a guarantee of future employment or engagement,
or as a limitation upon the Client’ sole discretion
to terminate this Agreement at any time without cause.
Client and PWI further agree to be responsible for all
of PWI’s federal and state taxes, withholding, social
security, insurance, and other benefits it deems fit to
offer its employees.
11.
AUTHORITY
Client represents and warrants that Client is fully authorized
to enter into and perform this Agreement and will pay
PWI the full amount as specified in Appendix ‘A’.
12.
No Assignment
Client represents that it is acting on its own behalf
and is not acting as an agent for or on behalf of any
third party, and further agrees that it may not assign
it’s rights or obligations under this Agreement
without the prior written consent of PWI.
13.
Governing Law and Jurisdiction
This Agreement, the relationship between Client and PWI
and any disputes relating to this Agreement or otherwise
arising between Client and PWI will be governed and construed
in all respects by the internal laws and decisions, other
than conflict of laws provisions, of the State of Illinois,
including, without limitation, all matters of construction,
validity, enforcement and performance. All parties agree
to the exclusive jurisdiction and venue of any court (federal,
state or local) situated in the County of Cook, State
of Illinois.
14.
Disputes
Any controversy, claim or dispute arising out of or relating
to this Agreement or the relationship, either during the
existence of the relationship or afterwards, between the
parties hereto, their assignees, their affiliates, their
attorneys, or agents, shall be litigated solely in state
or federal court in the County of Cook, State of Illinois.
Client submits to the jurisdiction of such courts, waives
the defense of an inconvenient forum, agrees that valid
consent to service may be made by mailing or delivery
of such service to the Illinois Secretary of State (the
“Agent”) or to Client at Client’s last
known address, if personal service delivery can not be
effected easily, and authorizes and directs the Agent
to accept such service in the event that personal service
delivery can not be effected easily. Client agrees that,
in the event of breach or threatened breach of any covenants
of Client, the damage or imminent damage to the value
and the goodwill of PWI’s business shall be inestimable,
and that, therefore, any remedy at law or in damages shall
be inadequate. Accordingly, the parties hereto agree that
PWI shall be entitled to injunctive relief against Client
in the event of any breach or threatened breach of any
of such provisions by Client, in addition to any other
relief (including damages) available to PWI under this
Agreement or under law. Moreover, should PWI, or any heir,
personal representative, successor or assign of PWI, resort
to legal proceedings in connection with this Agreement
or PWI’s relationship with the Client, PWI’s
prevailing in such legal proceedings shall entitle PWI,
in addition to such other relief as may be granted, to
recover PWI’s reasonable attorneys’ fees and
costs in such legal proceedings from Client.
15.
Entire Agreement
This Agreement contains the entire agreement and understanding
between the parties hereto and supersedes any prior or
contemporaneous written or oral negotiations, agreements,
representations and warranties between them relating to
the subject matters hereof. Both parties agree that no
representative or agent of PWI or Client has made any
representation or promise with respect to this Agreement
not expressly contained herein.
16.
Amendments
This Agreement may be amended only in writing signed by
a duly authorized representative of PWI and by a duly
authorized representative of Client.
17.
SEVERABILITY
If any provision of this Agreement shall be held to be
invalid or unenforceable in any respect, such provision
shall be carried out and enforced to the extent to which
it shall be valid and enforceable, and any such invalidity
or unenforceability shall not affect any other provision
of this Agreement, all of which shall be fully carried
out and enforced as if such invalid or unenforceable provision
had not been set forth herein.
18.
Non-waiver
No failure or neglect of either party hereto in any instance
to exercise any right, power or privilege hereunder or
under law shall constitute a waiver of any other right,
power or privilege or of the same right, power or privilege
in any other instance. All waivers by either party hereto
must be contained in a written instrument signed by the
party to be charged and, in the case of the Client, by
an officer of the Client or other person duly authorized
by the Client. The acceptance by the PWI of any payment
shall not be a waiver by it of any breach by Client of
any covenant, condition, or obligation contained in this
Agreement.
19.
Successors and Assigns Bound
Notwithstanding Section 14 above, all of the provisions,
covenants, and stipulations in this Agreement shall extend
to and bind the legal representatives, successors and
assigns of the respective parties.
20.
Notices
Notices to PWI or Client provided for herein shall be
hand delivered or sent by mail, postage prepaid, facsimile
or e-mail addressed to:
Pixel
Witch, Inc.
27201 Mack Drive
Waucona, Illinois 60084
1–847–487–8933
Client
agrees to provide contact information at purchase.
or
to such other addresses as the parties may designate to
each other in writing from time to time, and such notices
shall be deemed to have been given when so sent.
21.
Assistance
PWI may, during and after termination of services rendered,
upon reasonable notice, agree to furnish such information
and proper assistance to the Client as may reasonably
be required by the Client in connection with the Work;
provided, however, that such assistance following termination
shall be furnished at the same level of compensation as
provided in Appendix ‘A.’
22.
FORCE MAJEURE
PWI shall not be liable if it is unable to perform any
of its obligations contained in these terms and conditions
due, directly or indirectly, to the failure of any machine,
system or authorization, data processing, or communication
system or transmission link or any industrial dispute,
war, flood, fire, explosion, cut in electricity, act of
God or any other event beyond the direct or indirect control
of PWI.
23. PROMOTIONS
Client agrees to allow PWI to use any of Client’s
promotional pieces describing the project as well as demos
of the Work as described in Appendix ‘A’ in
any PWI advertisements or promotions. The size and nature
of PWI promotions are strictly at the sole discretion
of PWI. |
