Juliana Gaita, P.A. - Lawmatics Setup Agreement
This Contract is between Juliana Gaita, P.A. (the "Client") and DuoDigital (the "Developer").
1. WORK AND PAYMENT.1.1 Project. The Client is hiring the Developer to do the following: Improve the Client's setup of their Lawmatics account in order to automate and streamline their intake process for potential new clients. The licensing cost of all software used will be directly incurred by the Client. The Lawmatics setup includes evaluations and improvements, as well a the creation of new:
1.2 Payment. The Client will retain the Developer for 20 hours, for a total of $2,000. Payment is due prior to work being started. If additional work is required in excess of 20 hours, the Client can optionally retain the Developer for additional work in 5 hour increments at $100/hr. Payments for work performed are non-refundable. Client will receive electronic billing statements.
2. OWNERSHIP AND LICENSES. The Client owns all work product. As part of this job, the Developer is creating a “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 the Developer 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. The Developer hereby gives the Client this work product once the Client pays for it in full. This means the Developer 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.
3. TERM AND TERMINATION. This Contract is ongoing until ended by the Client or the Developer. 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 in 7 days. The Contract officially ends once that time has passed.
4. INDEPENDENT CONTRACTOR. The Client is hiring the Developer as an independent contractor. The following statements accurately reflect their relationship:
5. CONFIDENTIAL INFORMATION5.1 Overview. This Contract imposes special restrictions on how the Client and the Developer must handle confidential information. These obligations are explained in this section.
5.2 The Client’s Confidential Information. While working for the Client, the Developer 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. The Developer promises to treat this information as if it is the Developer’s own confidential information. The Developer may use this information to do their job under this Contract, but not for anything else. For example, if the Client lets the Developer use a customer list to send out a newsletter, the Developer cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Developer written permission to use the information for another purpose, the Developer may use the information for that purpose, as well. When this Contract ends, the Developer must give back or destroy all confidential information, and confirm that it has done so. The Developer promises that it will not share confidential information with a third party unless the Client gives the Developer written permission first. The Developer must continue to follow these obligations, even after the Contract ends. The Developer’s responsibilities only stop if the Developer can show any of the following: (i) that the information was already public when the Developer came across it; (ii) the information became public after the Developer came across it, but not because of anything the Developer did or didn’t do; (iii) the Developer already knew the information when the Developer came across it and the Developer didn’t have any obligation to keep it secret; (iv) a third party provided the Developer with the information without requiring that the Developer keep it a secret; or (v) the Developer created the information on its own, without using anything belonging to the Client.
5.3 Third-Party Confidential Information. It’s possible the Client and the Developer each have access to confidential information that belongs to third parties. The Client and the Developer 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 the Developer 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.
6. GENERAL.6.1 Assignment. This Contract applies only to the Client and the Developer. The Developer 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 the Developer’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.
6.2 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.
6.3 Modification; Waiver. To change anything in this Contract, the Client and the Developer 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.
6.4 Notices.a) 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 certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgment of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
6.5 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.
6.6 Signatures. The Client and the Developer must sign this document using the WPeSignature contract provided by the Developer. These electronic signatures count as originals for all purposes.
6.7 Governing Law. The laws of the state of Florida govern the rights and obligations of the Client and the Developer under this Contract. The parties agree that the proper venue for any disputes is Orange County, Florida.
6.8 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.
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Signed by Marko Skarica
Signed On: February 19, 2022
If you have questions about the contents of this document, you can email the document owner.
Document Name: Juliana Gaita, P.A. - Lawmatics Setup Agreement
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