Omnibus Terms and Conditions Work Agreement
This Agreement is entered into on this ___/___/____ by and between:
Service Provider: Imagi-Tech, a Wyoming business with its principal office located at 200 Putnam Street, Marietta, Ohio 45750, hereinafter referred to as the “Service Provider,” and
Client: [Client’s Full Name or Company Name], with its principal office located at [Client Address], hereinafter referred to as the “Client.”
Together referred to as the “Parties.”
1. Scope of Work
1.1 The Service Provider agrees to provide services outlined in the Statement of Work (SOW) attached as Appendix A to this Agreement. These services include, but are not limited to, web development, IT solutions, marketing, branding, SEO optimization, and ongoing maintenance and updates.
1.2 Any changes or additions to the agreed-upon SOW must be documented in writing and signed by both Parties as an Addendum to this Agreement.
2. Term of Agreement
2.1 This Agreement shall commence on the Effective Date and remain in effect until the completion of the project or until terminated in accordance with Section 9.
3. Compensation
3.1 The Client agrees to pay the Service Provider a total fee of $50% of the total project cost upon signing and 50% just prior to go-live., payable as follows:
-
- 50% of the total project fee due upon signing the agreement.
- Remaining 50% due just prior to go-live of the deliverables.
3.2 Late payments will incur a 10% penalty after 3 days.
3.3 All invoices must be paid within 10 days of receipt.
4. Client Obligations
4.1 The Client agrees to provide timely access to resources, materials, and information necessary for the Service Provider to perform the agreed-upon services.
4.2 The Client will designate a point of contact responsible for communication and approvals related to the project.
5. Intellectual Property
5.1 All intellectual property created by the Service Provider as part of this Agreement, including but not limited to designs, code, and written content, shall remain the property of the Service Provider until full payment is received.
5.2 Upon full payment, ownership of the deliverables outlined in the SOW will transfer to the Client. However, ownership does not include any underlying code or intellectual property used in the creation of the deliverables. Only the complete executable or finished work will transfer, and the Service Provider retains sole ownership of all code and related intellectual property.
5.3 The Service Provider reserves the right to showcase the deliverables created under this Agreement as part of its portfolio or as a case study for promotional purposes unless otherwise agreed in writing.
6. Confidentiality
6.1 Both Parties agree to keep all information shared during the term of this Agreement confidential and not to disclose it to any third party without prior written consent.
7. Warranties and Representations
7.1 The Service Provider represents and warrants that it has the expertise, experience, and legal capacity to perform the services described in the SOW.
7.2 The Client represents and warrants that it owns or has obtained the necessary rights and permissions for all materials provided to the Service Provider.
8. Limitation of Liability
8.1 The Service Provider’s liability under this Agreement is limited to the fees paid by the Client. The Service Provider shall not be liable for any indirect, consequential, or incidental damages.
9. Indemnity
9.1 The Client agrees to indemnify, defend, and hold harmless the Service Provider, its employees, agents, and subcontractors from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorney fees, for any and all reasons arising out of or in connection with the services provided under this Agreement.
10. Termination
10.1 Either Party may terminate this Agreement upon 30 days written notice.
10.2 Upon termination, the Client agrees to pay for all work completed up to the date of termination.
11. Dispute Resolution
11.1 Any disputes arising from this Agreement shall be resolved through mediation. If mediation fails, the dispute will be submitted to binding arbitration in accordance with [Applicable Arbitration Rules].
12. General Provisions
12.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements.
12.2 This Agreement shall be governed by the laws of Wyoming.
12.3 Any amendments must be made in writing and signed by both Parties.
Signatures
By signing below, the Parties agree to the terms and conditions of this Agreement.
Service Provider: Name: ______________________________
Title: ______________________________
Signature: ___________________________
Date: ________________________________
Client: Name: ______________________________
Title: ______________________________
Signature: ___________________________
Date: ________________________________