Virtual Address Set-Up and Website Design Agreement.
1. Description of Services. Ashley R Wood, LLC ("Designer") will design a website (the "Website") and/or set up a virtual business address (the "Virtual Address") for the client (the "Owner") by timely providing the design, details, and updates in a professional and timely manner. All designs and documentation shall comply with standards currently employed by the Owner. The parties may at any time modify the scope of the Services by including desired changes in a separate price quote or invoice that explains the changes and adjustments to the payment for the Services that will result from such changes.
2. Term / Scheduling. The Services will be completed timely and in accordance with the agreement established between the Designer and the Owner.
3. Payment. In consideration for the Services, the Owner will pay the Designer in accordance with the payment requirement set forth in the booking form.
4. Ownership Rights. The Owner will own all of its proprietary information as included in the Services, as well as all source codes, object codes, screens, documentation, operating instructions, design concepts, content, graphics, domain names, and characters. All services provided by the Designer, including systems, computer programs, operating instructions, unique design concepts, other documentation developed for or specifically relating to the Owner's information processing, all of the Owner's source documents, stored data, and other information of any kind, and reports and notes prepared by the Designer, will be "works for hire" under applicable United States copyright laws, and therefore the property of the Owner. Such work may not be used by the Designer for any other purpose except for the benefit of the Owner. Any and all such property shall be delivered to the Owner on request by the Owner. Upon request, the Designer shall sign all documents necessary to confirm or perfect the exclusive ownership interests of the Owner.
5. Confidentiality. The Designer will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Designer, or divulge, disclose, or communicate in any manner any information that is proprietary to the Owner (e.g., trade secrets, know-how, passwords, and confidential information). The Designer will protect such information and treat it as strictly confidential. If necessary and requested, the Designer will create temporary passwords on behalf of the Owner, and the Owner will change such temporary passwords to maintain the privacy and security of confidential information. Upon termination of this Agreement, the Designer will return to the Owner all records, notes, documentation, and other items that were used, created, or controlled by the Designer during the term of this Agreement.
6. Warranty - Owner. The Owner represents and warrants to the Designer that the Owner owns (or has a legal license to use) all photos, text, artwork, graphics, designs, trademarks, logos, and any other materials provided by the Owner for inclusion in the Website and/or Virtual Address, and that the Owner has obtained all waivers, authorizations, and other documentation that may be appropriate to evidence such ownership. The Owner shall indemnify and hold the Designer harmless from all losses and claims, including attorney's fees and legal expenses, that may result by reason of claims by third parties related to such materials.