WordHerd agrees to comply with the Scope of Work, schedule and fees. Any design or development costs not itemized in the proposed contract will require a separate scope of services, schedule, cost estimate and fully executed contract amendment prior to commencement of additional work.
- Definitions. The terms have the meanings outlined below. If a term is defined and capitalized within this Agreement and is not listed in this Section 1, such term or terms have the meaning so described, which applies throughout this Agreement.
1.1 “Agreement” shall mean this Master Services Agreement, including its SOWs, and including any future SOWs executed between the Parties in accordance herewith.
1.2 “Completion Timeline” means the timeline established by the SOW or by the agreement of the Parties as to the milestones, timeline for completion, and other events required to complete the Services and provide the Deliverables contemplated by this Agreement.
1.3 “Deliverables” shall mean the software solutions, reports, work papers, plans, designs, programming, or other designated work product specified in the applicable SOW.
1.4 “Fees” shall mean Provider’s fees to be paid Provider by Customer for Provider’s performance of the Services and/or provision of the Deliverables as specified in the applicable SOW.
1.5 “Scoping” means a review of the Customer’s website or other product by the Provider in order to define the scope of future work, develop proposals, and determine the needs of the Customer.
1.6 “Services” shall mean those Services (e.g., consultative, implementation, design, programming, installation) to be provided to Customer by Provider as specified in the applicable SOW.
1.7 “Statement of Work” or “SOW” shall mean an addendum to this Agreement executed by Customer and Provider that specifies the Services to be provided to Customer by Provider, including any additional terms and conditions specific to that SOW.
1.8 “Milestone Schedule” means the timeline established by the SOW or by the agreement of the Parties as to the milestones, timeline for completion, and other events required to complete the Services and provide the Deliverables contemplated by this Agreement. - Client Responsibilities
Client agrees to cooperate and provide information, documents, website content and translations, response and approvals of changes/edits, and/or executive approvals as needed by us within 2 business days of receiving notice, unless otherwise agreed upon in writing due to the scope of the request. Completion of the project within an agreed upon time schedule is contingent upon Client providing complete information for the new website. - Work Made for Hire
Without limiting the foregoing, WordHerd hereby acknowledges that any Work Product to be delivered to Client in conjunction with the Services performed under this Agreement is work made for hire and Client shall be considered the author of such work made for hire and own all right, title, original files, and interest therein. WordHerd is responsible for obtaining all licenses required to create and deliver the website, and will not indemnify the Client for any claims with respect to those licenses. WordHerd also warrants that the deliverables do not infringe on the rights of third-parties and indemnifies the Client from any third-party claims. - Portfolio Usage
Client grants WordHerd a non-transferable license, to present a static image of the finished work on WordHerd’s website, print portfolio, press releases and any other form of public relations that would be used to garner work with future clients. Furthermore, Client grants WordHerd the right to link directly to the finished work. WordHerd agrees not to download, render, share, or in any other way extract the finished work. - Termination
If the Client terminates the project WordHerd will cease work and the Client will be responsible and invoiced for all work to date, including any and all out-of-pocket expenses incurred to that point by WordHerd. Any termination notice must be supplied in writing, digital or otherwise. If the Client is unresponsive for a period of two or more weeks, the project can be automatically determined as terminated. Furthermore, all expenses will be collected at that time.