BACKGROUND
A. The Client believes that the Contractor has the qualifications, experience, and abilities to provide services to the Client.
B. The Contractor agrees to provide such services to the Client on the terms and conditions in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations outlined in this Agreement, the receipt and sufficiency of which consideration as a result of this acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
SERVICES PROVIDED
1. As a result, the Client agrees to engage the Contractor to provide the Client with the following services. (the "Services") To offer a cloud-based computer program designed to track expenses.
2. The Services will also include any other task the Parties may agree on. The Contractor now agrees to provide such Services to the Client.
TERM OF AGREEMENT
3. The Term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
4. If either Party wishes to terminate this Agreement, that Party will be required to provide ten days' written notice to the other Party.
5. If either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
6. This Agreement may be terminated at any time by mutual Agreement of the Parties.
7. Except as otherwise provided in this Agreement, the Contractor's obligations will end upon the termination of this Agreement.
PERFORMANCE
8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
CURRENCY
9. Except as otherwise provided in this Agreement, all monetary amounts are in USD (US Dollars).
COMPENSATION
10. The Contractor will charge the Client for the Services at $99.99 per month (the "Compensation").
11. The Client will agree to a reoccurring monthly charge to either a Credit Card or an ACH deduction from a checking account.
12. The Compensation as stated in this Agreement does not include sales tax or other applicable duties as may be required by law—any sales tax and duties required by statute charged to the Client in addition to the Compensation.
13. The Contractor will not be reimbursed for any expenses incurred by providing this Agreement's Services.
INTEREST PAYMENTS
14. Interest payable on any overdue amounts under this Agreement is charged at 10.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.
CONFIDENTIALITY
15. Confidential Information (the "Confidential Information") refers to any data or Information related to the business of the Client which reasonably considered to be proprietary to the Client, including, but not limited to, accounting records, company-processed and Client records, and not generally known in the industry of the Client and where the release of that confidential Information could reasonably cause harm to the Client.
16. The Contractor agrees that they will not disclose, divulge, reveal, report, or use, for any purpose, any Confidential Information the Contractor has obtained, except as authorized by the Client or as required by law. The confidentiality obligations will apply during the Term and will survive indefinitely upon termination of this Agreement.
OWNERSHIP OF INTELLECTUAL PROPERTY
17. All Intellectual Property and related material (the "Intellectual Property") developed or produced under this Agreement will be the Contractor's Property. The Client granted a non-exclusive limited-use license of this Intellectual Property.
18. Title, copyright, intellectual property rights, and distribution rights of the Property remain exclusively with the Contractor.
RETURN OF PROPERTY
19. Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information that is the Client's Property.
CAPACITY/INDEPENDENT CONTRACTORS
20. In providing the Services under this Agreement, it is expressly agreed that the Contractor is acting as an independent contractor, not an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a service contract. The Client is not required to pay or contribute to any social security, local, state, or federal tax, unemployment compensation, workers' Compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying and complying with reporting requirements for all local, state, and federal taxes related to payments made to the Contractor under this Agreement.
RIGHT OF SUBSTITUTION
21. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement, and the Client will not hire or engage any third parties to assist with the provision of the Services. For the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
AUTONOMY
22. Except as otherwise provided in this Agreement, the Contractor will have complete control over working time, methods, and decision-making concerning the provision of the Services per the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
NO EXCLUSIVITY
23. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties to provide services similar to the Services.
ASSIGNMENT
24. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
ENTIRE AGREEMENT
25. It is agreed that there is no representation, warranty, collateral Agreement, or condition affecting this Agreement except as expressly provided in this Agreement.
ENUREMENT
26. This Agreement will ensure the benefit of and be binding on the Parties and their respective heirs, executors, administrators, and permitted successors and assigns.
TITLES/HEADINGS
27. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
GENDER
28. Words in the singular have meaning and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
GOVERNING LAW
29. This Agreement will be governed by and construed under the laws of the State of Ohio.
SEVERABILITY
30. If any of this Agreement's provisions are invalid or unenforceable in whole or part, all other provisions will remain valid and enforceable with the weak or unenforceable parts severed from the remainder of this Agreement.
WAIVER
31. The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or different conditions.
