General Undertaking: The parties are entering into this Agreement to establish a relationship whereby Hiring Party is commissioning Contractor to perform certain design, development and maintenance services (the "Services") and to deliver certain source code specified in the Statement of Work (collectively, the "Deliverables").
Term of Engagement: This Agreement shall commence on the contract date, and unless terminated earlier in accordance with Section 13 ("Termination"), shall continue in full force and effect for a period of one (1) year (the "Term"). The Term will automatically renew for a like period unless either party terminates at least ten (10) days prior to the expiration of the then current Term. Termination shall have no effect on Hiring Party's obligation to pay the applicable labor rate or an equitable portion of any Fixed Price for Services that are rendered prior to the effective date of termination.
Nature of Engagement: Contractor is being hired on a Time & Materials ("T&M") basis to perform the Services and provide the Deliverables according to specifications described in the Statement of Work (the "Specifications"). This project is subject to a binding "not to exceed" limit for total labor hours billed as described in the Statement of Work. Warranty work is considered a normal part of work performed under this T&M engagement at the rates specified. Contractor shall maintain contemporaneous daily time records of hours and tasks performed, which shall be submitted to Hiring Party upon request. Unless otherwise stated, all work schedules shall be considered reasonably accurate estimates, subject to revision.
Price & Payment:
(a) Price. The applicable prices for all Services are set forth in the Schedule of Labor Categories and Rates below, with a total "not to exceed" price ceiling for Services set forth in the Statement of Work. The price includes Contractor's wages, overhead, general and administrative expenses and all other indirect costs and profit to be recovered or charged under this Agreement.
(b) Invoices. The price for all Services shall be invoiced monthly as work progresses.
(c) Down-payment. For design, development, programming, and creation of artwork and digital images, Contractor will provide a good-faith estimate of initial costs. Hiring party will pay Fifty percent (50%) of estimated cost prior to the commencement of work.
(d) Payment. Payment shall be made within thirty (30) days after date of invoice. Contractor reserves the right to cease work without prejudice if amounts are not paid when due. Any late payment shall be subject to any costs of collection (including reasonable legal fees) and shall bear a late payment fee of ($15.00) fifteen dollars or one and one-half (1.5) percent of the unpaid balance, whichever is greater. Payment for printed material must be made upon delivery.
(e) Out-of-pocket Costs & Taxes. Except as otherwise set forth in this Agreement, prices quoted for Services include Contractor's reasonably anticipated out-of-pocket costs for travel. Any extraordinary expenses shall be subject to good faith negotiation by the parties. Hiring Party shall pay, indemnify and hold Contractor harmless from all sales, use, gross receipts, GST, value-added, personal property or other tax or levy (including interest and penalties) imposed on the Services and Deliverables provided hereunder, other than taxes based on the net income or profits of Contractor.
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