Terms & Conditions
A. The Client is of the opinion that the Contractor has the necessary qualifications, experience
and abilities to provide services to the Client.
B. The Contractor is agreeable to providing such services to the Client on the terms and
conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and
obligations set forth in this Agreement, the receipt and sufficiency of which consideration is
hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the
"Parties" to this Agreement) agree as follows:
1. The Client hereby agrees to engage the Contractor to provide the Client with the following
services (the "Services"): ADOPTION PROFILE DESIGN
TERM OF AGREEMENT
2. The term of this Agreement (the "Term") will begin on the date of this Agreement and will
remain in full force and effect until the completion of the Services, subject to earlier termination
as provided in this Agreement. The Term may be extended with the written consent of the
3. The Parties agree to do everything necessary to ensure that the terms of this Agreement take
4. All monetary amounts referred to in this Agreement are in USD (US Dollars).
5. The Contractor will charge the Client a flat fee of $350 for Template Design and $650 for
Custom Design for the Services (the “Compensation").
6. A deposit of 50% (the "Deposit") is payable by the Client upon execution of this Agreement.
7. For the remaining amount, the Client will be invoiced when the Services are complete.
8. Invoices submitted by the Contractor to the Client are due upon receipt.
9. In the event that this Agreement is terminated by the Client prior to completion of the Services
but where the Services have been partially performed, the Contractor will be entitled to pro rata
payment of the Compensation to the date of termination provided that there has been no breach
of contract on the part of the Contractor.
INTEREST ON LATE PAYMENTS
10. Interest payable on any overdue amounts under this Agreement is charged at a rate of
25.00% per annum or at the maximum rate enforceable under applicable legislation, whichever
11. Confidential information (the "Confidential Information") refers to any data or information
relating to the business of the Client which would reasonably be considered to be proprietary to
the Client including, but not limited to, accounting records, business processes, and client
records and that is not generally known in the industry of the Client and where the release of
that Confidential Information could reasonably be expected to cause harm to the Client.
12. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any
purpose, any Confidential Information which the Contractor has obtained, except as authorized
by the Client or as required by law. The obligations of confidentiality will apply during the Term
and will survive indefinitely upon termination of this Agreement.
13. All written and oral information and material disclosed or provided by the Client to the
Contractor under this Agreement is Confidential Information regardless of whether it was
provided before or after the date of this Agreement or how it was provided to the Contractor.
OWNERSHIP OF INTELLECTUAL PROPERTY
14. All intellectual property and related material, including any trade secrets, moral rights,
goodwill, relevant registrations or applications for registration, and rights in any patent,
copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property")
that is developed or produced under this Agreement, is a "work made for hire" and will be the
sole property of the Client. The use of the Intellectual Property by the Client will not be restricted
in any manner.
15. The Contractor may not use the Intellectual Property for any purpose other than that
contracted for in this Agreement except with the written consent of the Client. The Contractor
will be responsible for any and all damages resulting from the unauthorized use of the
16. In providing the Services under this Agreement it is expressly agreed that the Contractor is
acting as an independent contractor and not as an employee. The Contractor and the Client
acknowledge that this Agreement does not create a partnership or joint venture between them,
and is exclusively a contract for service. The Client is not required to pay, or make any
contributions to, any social security, local, state or federal tax, unemployment compensation,
workers' compensation, insurance premium, profit-sharing, pension or any other employee
benefit for the Contractor during the Term. The Contractor is responsible for paying, and
complying with reporting requirements for, all local, state and federal taxes related to payments
made to the Contractor under this Agreement.
RIGHT OF SUBSTITUTION
17. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's
absolute discretion, engage a third party sub-contractor to perform some or all of the obligations
of the Contractor under this Agreement and the Client will not hire or engage any third parties to
assist with the provision of the Services.
18. In the event that the Contractor hires a sub-contractor:
• the Contractor will pay the sub-contractor for its services.
• for the purposes of the indemnification clause of this Agreement, the sub-contractor is an
agent of the Contractor.
19. Except as otherwise provided in this Agreement, the Contractor will have full control over
working time, methods, and decision making in relation to provision of the Services in
accordance with the Agreement. The Contractor will work autonomously and not at the direction
of the Client. However, the Contractor will be responsive to the reasonable needs and concerns
of the Client.
20. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be
free, during and after the Term, to engage or contract with third parties for the provision of
services similar to the Services.
21. Except to the extent paid in settlement from any applicable insurance policies, and to the
extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other
Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and
permitted successors and assigns against any and all claims, losses, damages, liabilities,
penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount
whatsoever, which result from or arise out of any act or omission of the indemnifying party, its
respective directors, shareholders, affiliates, officers, agents, employees, and permitted
successors and assigns that occurs in connection with this Agreement. This indemnification will
survive the termination of this Agreement.
22. This Agreement will be governed by and construed in accordance with the laws of the State
23. In the event that any of the provisions of this Agreement are held to be invalid or
unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and
enforceable with the invalid or unenforceable parts severed from the remainder of this
24. The waiver by either Party of a breach, default, delay or omission of any of the provisions of
this Agreement by the other Party will not be construed as a waiver of any subsequent breach of
the same or other provisions.