By purchasing a Support Plan you agree to the following terms and conditions.
This Agreement is entered into by and between WilloWare Incorporated, an Illinois Corporation (hereinafter referred to as “CONTRACTOR”), and YOU (hereinafter referred to as “CUSTOMER”).
Whereas, CONTRACTOR provides software development and consulting services; and
Whereas, CUSTOMER desires that CONTRACTOR provide software development and consulting services for the benefit of CUSTOMER.
Now, therefore, in consideration of the mutual promises and covenants herein set forth and subject to the terms and conditions hereof, the parties agree as follows:
- This is a non-exclusive independent contractor agreement. CUSTOMER is free to hire other employees and/or independent contractors that provide similar services that CONTRACTOR provides. CONTRACTOR is free to work for other persons or entities in addition to CUSTOMER.
- Commencing on the date of Support Purchase, CONTRACTOR shall provide the services requested by CUSTOMER for the benefit of CUSTOMER (hereinafter referred to as the “SERVICES”). CONTRACTOR shall use its best efforts in completing the SERVICES in a timely and efficient manner.
- CUSTOMER shall pre-pay for the SERVICES in blocks of two hours at a rate of $225 per hour (US Dollars)
- For a period of (30) days following the completion of the SERVICES, CONTRACTOR shall repair any and all defects in the SERVICES at no additional charge to CUSTOMER. For the period starting on the 31st day after completion of the SERVICES and ending on the 180th day following completion of the SERVICES, CONTRACTOR shall repair any and all defects in the SERVICES for a fee payable by CUSTOMER to CONTRACTOR in the amount of fifty percent (50%) of the CONTRACTOR’s hourly rate multiplied by the number of hours CONTRACTOR spends in completing said repair. Notwithstanding anything herein to the contrary, CONTRACTOR shall not be responsible to perform any repair until such time as CONTRACTOR has been paid by CUSTOMER in accordance with Paragraph 3 above.
- The guarantee by CONTRACTOR set forth in Paragraph 4 above is the full guarantee and/or warranty made by CONTRACTOR to CUSTOMER and its terms are limited to the parties to this Agreement and are not assignable by CUSTOMER to other parties. No verbal promises, warranties or guarantees shall be enforceable between the parties. The parties specifically agree that there are no implied warranties or guarantees. CUSTOMER HEREBY WAIVES ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.
- Nothing herein contained shall be construed as creating an employment, partnership or joint venture relationship between the parties hereto. CONTRACTOR shall be deemed at all times as an independent contractor.
- The parties hereby acknowledge and agree that ALL INVENTIONS MADE BY CONTRACTOR WHILE PROVIDING THE SERVICES OR OTHERWISE SHALL AT ALL TIMES REMAIN THE PROPERTY OF CONTRACTOR. CUSTOMER shall have a nontransferable license to use for CUSTOMER’S own purposes and for the purposes intended any and all of CONTRACTOR’S inventions provided to CUSTOMER by CONTRACTOR as part of the SERVICES. CUSTOMER shall not sell or otherwise transfer any of CONTRACTOR’S inventions to any other person or entity without first obtaining CONTRACTOR’S written consent. CONTRACTOR may use its inventions for any purpose and may sell or transfer the right to use its inventions to any other person or entity as it sees fit.
- Except as required in the faithful performance of CONTRACTOR’s duties or as required by law, CONTRACTOR shall not, during the term of this Agreement or after its termination, in any form or manner, directly or indirectly, disclose or communicate to any third party, or utilize for CONTRACTOR’s personal benefit or purposes, or for the benefit or purposes of any third party, any Confidential Information of CUSTOMER. Confidential Information shall include, but is not limited to, the terms of this Agreement, any information that is marked in any manner as confidential and any information concerning CUSTOMER’s employees, operations, customers, accounts, contracts and finances. Confidential Information shall not include any information that, through no fault of CONTRACTOR, is generally known by the public or is readily available to the public.
- CONTRACTOR shall at all times protect, indemnify and save CUSTOMER and CUSTOMER’s owners, directors, employees, agents and assigns, harmless against and from any and all loss, costs, damage or expense arising out of or from any accident or other occurrence involving CONTRACTOR and CONTRACTOR’s owners, directors, officers, employees, successors, agents and assigns (except if the same shall be caused by the act or neglect of CUSTOMER or CUSTOMER’s employees), causing injury to any person or property, and CONTRACTOR will protect, indemnify and save CUSTOMER and CUSTOMER’s owners, directors, employees, agents and assigns, harmless against and from any and all claims, loss, costs, damage or expense arising out of any failure of CONTRACTOR in any respect to comply with and perform all CONTRACTOR’s obligations hereunder.
- CUSTOMER shall at all times protect, indemnify and save CONTRACTOR and its owners, directors, employees, agents and assigns, harmless against and from any and all loss, costs, damage or expense arising out of or from any accident or other occurrence involving CUSTOMER and CUSTOMER’s owners, directors, officers, employees, successors, agents and assigns (except if the same shall be caused by the act or neglect of CONTRACTOR or its employees), causing injury to any person or property, and CUSTOMER will protect, indemnify and save CONTRACTOR its owners, directors, employees, agents and assigns, harmless against and from any and all claims, loss, costs, damage or expense arising out of any failure of CUSTOMER in any respect to comply with and perform all CUSTOMER’s obligations hereunder.
- CONTRACTOR shall not assign this Agreement without the prior written consent of the CUSTOMER. CUSTOMER shall not assign this Agreement without the prior written consent of CONTRACTOR.
- Should it become necessary for either party to institute legal proceedings to enforce the provisions of this Agreement, the prevailing party shall, as part of any judgment, have and receive its court costs and reasonable attorney fees.
- This Agreement and the rights and obligations of the parties hereto shall be construed in accordance with and be governed by the laws of the State of Illinois.
- This Agreement is the complete and exclusive statement of the agreement and understanding of the parties regarding the independent contractor relationship between CUSTOMER and CONTRACTOR and this Agreement supersedes and merges all prior proposals, agreements and understandings, oral or written, relating to same. This Agreement may not be changed orally, but only by an agreement in writing signed by an officer of the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. This Agreement is binding upon and shall inure to the benefit of the parties, their representatives, successors and assigns. If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions.