This Contract is between Your Business (the “Client”) and Boom Visibility LLC.
1. WORK AND PAYMENT.
1.1 Expenses. The Client will reimburse Boom Visibility’s expenses. Client will be expressly notified (and their approval will be required) if / when there are items that fall outside of the agreed upon scope, and would result in additional billing. Cost of additional optional assets, such as stock photos, are not included in the fee.
1.2 Invoices. Boom Visibility will invoice the Client at the start of each month. The Client agrees to pay the amount owed within 30 days of receiving the invoice. Payment after that date will not incur late fees, however, service may be stopped after the 30-day period if payment is not received. Credit card payments are accepted with the approval of Boom Visibility and charged at the start of each month with the invoice.
2. OWNERSHIP AND LICENSES.
2.1 Client Owns All Work Product. As part of this job, Boom Visibility is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that Boom Visibility works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. Boom Visibility hereby gives the Client this work product once the Client pays for it in full. This means Boom Visibility is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
2.2 Boom Visibility’s Use Of Work Product. Once Boom Visibility gives the work product to the Client, Boom Visibility does not have any rights to it, except those that the Client explicitly gives Boom Visibility here. The Client gives permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.
2.3 Boom Visibility’s Help Securing Ownership. In the future, the Client may need Boom Visibility’s help to show that the Client owns the work product or to complete the transfer. Boom Visibility agrees to help with that. For example, Boom Visibility may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find Boom Visibility, Boom Visibility agrees that the Client can act on Boom Visibility’s behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find Boom Visibility after spending reasonable effort trying to do so, Boom Visibility hereby irrevocably designates and appoints the Client as Boom Visibility’s agent and attorney-in-fact, which appointment is coupled with an interest, to act for Boom Visibility and on Boom Visibility’s behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).
2.4 Boom Visibility’s IP That Is Not Work Product. During the course of this project, Boom Visibility might use intellectual property that Boom Visibility owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. Boom Visibility is not giving the Client this background IP. But, as part of the Contract, Boom Visibility is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 9.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. Boom Visibility cannot take back this grant, and this grant does not end when the Contract is over.
2.5 Boom Visibility’s Right To Use Client IP. Boom Visibility may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring Boom Visibility to build a website, Boom Visibility may have to use the Client’s logo. The Client agrees to let Boom Visibility use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do Boom Visibility’s job. Beyond that, the Client is not giving Boom Visibility any intellectual property rights, unless specifically stated otherwise in this Contract.
Until this Contract ends, Boom Visibility won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if Boom Visibility puts out a general ad and someone who happened to work for the Client responds. In that case, Boom Visibility may hire that candidate. Boom Visibility promises that it won’t do anything in this paragraph on behalf of itself or a third party.
4.1 Overview. This section contains important promises between the parties.
4.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
4.3 Boom Visibility Has Right To Give Client Work Product. Boom Visibility promises that it owns the work product, that Boom Visibility is able to give the work product to the Client, and that no other party will claim that it owns the work product. If Boom Visibility uses employees or subcontractors, Boom Visibility also promises that these employees and subcontractors have signed contracts with Boom Visibility giving Boom Visibility any rights that the employees or subcontractors have related to Boom Visibility’s background IP and work product.
4.4 Boom Visibility Will Comply With Laws. Boom Visibility promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.
4.5 Work Product Does Not Infringe. Boom Visibility promises that its work product does not and will not infringe on someone else’s intellectual property rights, that Boom Visibility has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that Boom Visibility has entered into or will enter into with someone else.
4.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to Boom Visibility if Boom Visibility has questions regarding this project, and to provide timely feedback and decisions.
4.7 Client-Supplied Material Does Not Infringe. If the Client provides Boom Visibility with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.
5. TERM AND TERMINATION.
This Contract is ongoing until either party decides to terminate. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end at the end of the current month. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. Boom Visibility must immediately stop working as soon as it receives this notice, unless the notice says otherwise. If the Client ends the contract, the Client will pay Boom Visibility a guaranteed payment for the current month and the Client will reimburse Boom Visibility for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Non-Solicitation); 4 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 8 (General).
6. CONFIDENTIAL INFORMATION.
6.1 Overview. This Contract imposes special restrictions on how the Client and Boom Visibility must handle confidential information. These obligations are explained in this section.
6.2 The Client’s Confidential Information. While working for the Client, Boom Visibility may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. Boom Visibility promises to treat this information as if it is Boom Visibility’s own confidential information. Boom Visibility may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets Boom Visibility use a customer list to send out a newsletter, Boom Visibility cannot use those email addresses for any other purpose. The one exception to this is if the Client gives Boom Visibility written permission to use the information for another purpose, Boom Visibility may use the information for that purpose, as well. When this Contract ends, Boom Visibility must give back or destroy all confidential information, and confirm that it has done so. Boom Visibility promises that it will not share confidential information with a third party, unless the Client gives Boom Visibility written permission first. Boom Visibility must continue to follow these obligations, even after the Contract ends. Boom Visibility’s responsibilities only stop if Boom Visibility can show any of the following: (i) that the information was already public when Boom Visibility came across it; (ii) the information became public after Boom Visibility came across it, but not because of anything Boom Visibility did or didn’t do; (iii) Boom Visibility already knew the information when Boom Visibility came across it and Boom Visibility didn’t have any obligation to keep it secret; (iv) a third party provided Boom Visibility with the information without requiring that Boom Visibility keep it a secret; or (v) Boom Visibility created the information on its own, without using anything belonging to the Client.
6.3 Third-Party Confidential Information. It’s possible the Client and Boom Visibility each have access to confidential information that belongs to third parties. The Client and Boom Visibility each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or Boom Visibility is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
7. LIMITATION OF LIABILITY.
Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or Boom Visibility or both. For example, if the Client gets sued for something that Boom Visibility did, then Boom Visibility may promise to come to the Client’s defense or to reimburse the Client for any losses.
8.2 Client Indemnity. In this Contract, Boom Visibility agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work Boom Visibility has done under this Contract; (ii) a breach by Boom Visibility of its obligations under this Contract; or (iii) a breach by Boom Visibility of the promises it is making in Section 4 (Representations).
8.3 Boom Visibility Indemnity. In this Contract, the Client agrees to indemnify Boom Visibility (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
9.1 Assignment. This Contract applies only to the Client and Boom Visibility. Boom Visibility cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without Boom Visibility’s permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.
9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
9.3 Modification; Waiver. To change anything in this Contract, the Client and Boom Visibility must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
9.4 Notices. Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or mail. The notice must be delivered to the party’s address listed at the beginning of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
9.6 Governing Law. The laws of the state of Pennsylvania govern the rights and obligations of the Client and Boom Visibility under this Contract, without regard to conflict of law principles of that state.
9.7 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.