The following terms and conditions govern this project:
i. Sharon Hujik is retained only for the purposes set forth in the project letter. The services are of a consulting nature and will be based upon information you make available to Sharon Hujik during the project. You also have certain responsibilities related to the success of the project and if such responsibilities are not met, Sharon Hujik may not be able to perform the project or to do so in a timely fashion. The selection of any products or services to be purchased from other parties in connection with this project is a management decision to be made by you.
ii. Sharon Hujik warrants that she will perform design services on a reasonable professional efforts basis. THIS WARRANTY IS IN LIEU OF, AND SHARON HUJIK EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, INCLUDINGWITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sharon Hujik cannot and does not warrant computer hardware, software or services provided by other parties.
iii. Except as provided below, upon full payment therefore the work product identified in this project letter shall be your sole and exclusive property. Sharon Hujik’ work papers shall not constitute work product and shall remain the sole and exclusive property of Sharon Hujik. Sharon Hujik shall retain sole and exclusive ownership of and all right, title and interest in and to, without limitation, her know-how, concepts, techniques, methodologies, ideas and trade secrets that existed prior to this project or which, to the extent they are of general application, may have been discovered, created or developed by Sharon Hujik as a result of its own efforts during this project.
iv. Sharon Hujik’ liability to you, based upon breach of contract, negligence or any other legal theory, will in no event exceed the amount of professional fees paid by you to Sharon Hujik pursuant to this project letter and will not include any indirect, incidental, special, consequential or punitive damages even if Sharon Hujik was advised in advance of such potential damages. Such excluded damages include, without limitation, loss of data, loss of profits or loss of savings or revenue.
v. You agree to indemnify and hold harmless Sharon Hujik from and against all claims, actions, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising or resulting from your modification of Sharon Hujik’ work product or your use of such work product other than in accordance with its specifications and documentation, unless such claim is finally determined to have resulted solely from Sharon Hujik’ gross negligence or willful misconduct.
vi. The relationship of Sharon Hujik to you is that of independent contractor. Neither party shall have any authority to enter into any contract or otherwise obligate the other to any third party without the express written authorization of the other party. You acknowledge that the services to be rendered by Sharon Hujik are not exclusive to you, and that she may provide similar services to other clients.
vii. Either party may, upon giving thirty (30) days written notice identifying specifically the basis for such notice, terminate this project letter for breach of a material term or condition, including non-payment to Sharon Hujik of her fees and expenses, provided the breaching party shall not have cured such breach within the thirty-day period. In the event of such termination, you will pay Sharon Hujik for all services rendered and expenses incurred by Sharon Hujik prior to the effective date of such termination. Neither party will be liable for any delays or failures to perform due to causes beyond such party’s control. In no event shall any cause of action be brought against either party more than one (1) year after the cause of action has accrued. Sections 2 through 8 and 10 through 12 of these Terms and Conditions, and your payment obligations and the integration clause of the project letter, shall survive any termination or expiration of this project letter.
viii. During the course of our project(s), we may need to electronically transmit confidential information to each other and to outside specialists or other entities engaged by either Sharon Hujik or you. You agree to the use of e-mail and other electronic methods to transmit and receive information, including confidential information, between Sharon Hujik and you and between Sharon Hujik and outside specialists or other entities engaged by either Sharon Hujik or you.
ix. This project letter and the rights and duties of the parties will be governed and construed in accordance with Virginia law without regard to its conflicts of law principles. Any controversy or claim arising out of or relating to this project letter, or the services performed hereunder, shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Each party shall bear its own attorneys’ fees and costs, including its share of the costs of the arbitration, subject to apportionment by the arbitrators in their award.
x. Neither party may assign this project letter or delegate any duties hereunder without the prior written consent of the other party; provided, however, that either party may assign this project letter, without such consent, to any person or entity that acquires all or substantially all of such party’s business or assets related to the performance of this project or succeeds to such party’s interest in this project by merger, consolidation, corporate reorganization or similar business combination. This project letter will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
xi. Any change in the services to be performed or in any provision of this project letter must be in a writing signed by both parties. No waiver of any right or remedy will be implied by failure to enforce such right or remedy or will be effective in the absence of a writing signed by both parties. No express waiver will affect any rights or remedies other than that to which the waiver is applicable and only for that occurrence. If any term of this project letter is held to be invalid or unenforceable, such invalidity or unenforceability will not affect any other term or provision, and such remaining terms and conditions will remain in full force and effect.
xii. Any notice required under this project letter shall be in writing and delivered by certified or registered U.S. mail or by a nationally recognized overnight courier. Notices will be deemed given when deposited with the U.S. Postal Service or overnight courier with proper postage affixed or payment made.
xiii. Revisions to project content are limited to two (2) rounds in the conceptual phase and two (2) rounds during production. A final approval round is permitted resulting in a total of five (5) rounds of revisions for the complete project. Additional rounds of revisions will be billed on an hourly basis at the $70/hr. It is very important that complete revisions be submitted to Sharon Hujik in writing and includes comments from all parties involved with the project.
xiv. By submitting a signed agreement letter, either with a physical signature or using an electronic signature via email, all clients agree to abide by these terms and conditions, even if they have not read them.