This Agreement is between Stevenson Enterprises and (Client) the Customer referred to in the Schedule.
1. Stevenson Enterprises will provide Consulting Services to the Customer relating to the creation or modification of a Website. The specific nature of the Services to be provided by Stevenson Enterprises will be as specified in the Schedule ("the Services"). Subject to any lawful restraint imposed upon it by any other party (such as an obligation as to confidence), Stevenson Enterprises will make available to the Customer all knowledge, information and expertise in its possession in performing the Services. If the Customer wishes Stevenson Enterprises to perform any Services other than those specified in the Schedule (including without limitation to provide any additional functionality) or to provide further or other Products or software, then Stevenson Enterprises shall be entitled to quote the Customer separately for the provision of those Services or the provision of those Products or software. If the Customer accepts that quotation then the provisions of this Agreement will apply to the provision of those additional Services, Products or software.
2. Unless otherwise agreed in writing by the parties, the Term of this Agreement will commence on the date specified in the Schedule.
3. Unless specifically stated as a fixed price quote, any cost estimates that are or have been given by Stevenson Enterprises are estimates only. Actual time spent and Products supplied may be used as the basis for billing.
4. Stevenson Enterprises may also supply the Customer with Products (as ordered by Customer and agreed by Stevenson Enterprises) from time to time. In the context of this Agreement, "Products" means any hardware and/or third party software provided to the Customer by or on behalf of Stevenson Enterprises pursuant to this Agreement.
5. The Customer shall make its employee (specified in the Schedule or such other person as the Customer shall nominate in writing) (the "Customer Contact") available to meet with Stevenson Enterprises when reasonably required by Stevenson Enterprises for the purposes of discussing the status of the Services. Stevenson Enterprises will meet regularly with the Customer Contact (by remote communication facility if necessary) and report to the Customer on the status of the Services.
6. Stevenson Enterprises will provide Services to the Customer and will be entitled to charge the Customer for such Services at the rates specified in the Schedule.
7. Stevenson Enterprises shall be entitled to provide the Services remotely from its own premises and will not be required to attend the Customer's premises. If Stevenson Enterprises is required to attend the Customer's premises for any reason pursuant to this Agreement, the Customer will reimburse Stevenson Enterprises for reasonable transport and/or accommodation expenses incurred by Stevenson Enterprises in doing so. However this does not include transport or accommodation expenses where the Customer's premises are located within 10 miles of 2220 Calvert, Detroit, MI.
8. The Customer authorizes Stevenson Enterprises to obtain access to the Customer's computing facilities referred to in the Schedule (the "Facilities") using the remote means of access referred to in the Schedule ("Means of Access") and subject to any Restrictions on Access set out in the Schedule, for the purposes of providing the Customer with Services.
9. Stevenson Enterprises will not use the Means of Access (or any other methods of remote access) to access the Facilities for any purpose other than to provide the Services. However, Stevenson Enterprises shall be permitted to gain remote access to the Facilities for lawful purposes using any publicly available means (such as the World Wide Web), which do not require special authorization.
10. Stevenson Enterprises will take the following steps to ensure the security of the Facilities (insofar as the use of Stevenson Enterprises' systems and the Means of Access are concerned):
11. The Customer indemnifies Stevenson Enterprises against any loss or damage arising directly or indirectly from any unauthorized use of the Facilities to which Stevenson Enterprises has been granted remote access, provided that such unauthorized use has not arisen as the result of any material breach by Stevenson Enterprises of its own obligations under Clause 10 of this Agreement.
12. The Customer will also reimburse Stevenson Enterprises for all expenses incurred by Stevenson Enterprises on the Customer's behalf or in carrying out its obligations under this Agreement.
13. The Customer will pay Stevenson Enterprises for the cost of any Products (including any licensing that Stevenson Enterprises is required to pay to obtain a sub-license in favor of the Customer for any third party software) together with Stevenson Enterprises' own charge that it levies for handling and/or obtaining any relevant sub-licenses.
14. Stevenson Enterprises will be entitled to Invoice the Customer on an interim basis at least monthly for progress payments for any Services performed or Products supplied during the previous month (or during any earlier period which has not previously been invoiced) together with such expenses as the Customer is required to reimburse Stevenson Enterprises. Such Invoices shall contain such information and detail as the Customer may reasonably require permitting the Customer to account for the Services and Products (for instance, by attaching copies of any time sheets) reasonably prescribed by the Customer.
15. All Invoices rendered by Stevenson Enterprises are payable within fourteen (14) days from the date of Invoice. The Customer agrees to pay Stevenson Enterprises in full within this time period.
16. If the Customer fails to pay any Invoice by the due date for payment, then without prejudice to Stevenson Enterprises' rights under this Agreement, the Customer shall also pay Stevenson Enterprises interest on the outstanding amount at the rate of 2.5% per month.
17. Stevenson Enterprises will not disclose to any third party or use other than for the purposes of this Agreement any knowledge or information imparted to or obtained by it during or in connection with the fulfillment of this Agreement which is of a secret or confidential nature relating to the business, equipment, processes relating to the equipment, the Products, Services, process or business strategies offered or employed by the Customer.
This obligation of confidence will cease to apply in relation to information that Stevenson Enterprises is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by Stevenson Enterprises of its obligations of confidence under this Agreement.
18. Unless otherwise agreed in writing by Stevenson Enterprises, the copyright and all other rights relating to any software provided to the Customer by or on behalf of Stevenson Enterprises pursuant to this Agreement (the "Intellectual Property") will remain the property of Stevenson Enterprises or where applicable its licensors.
19. Upon payment in full for the Services provided by or on behalf of Stevenson Enterprises pursuant to this Agreement, Stevenson Enterprises grants the Customer a non-exclusive and non-transferable perpetual license to use the Intellectual Property for the Customer's own business purposes, and in the case of the third party software, will obtain a sub-license in favor of the Customer in similar terms.
20. Stevenson Enterprises warrants to the Customer that, to the best of its knowledge, it has the right to grant the licenses referred to in this Agreement, and the use by the Customer of any software provided by Stevenson Enterprises will not infringe the rights of any third party.
21. Stevenson Enterprises also grants to the Customer the right to copy the Intellectual Property for the purposes of staff and subcontractor education and system backups. However, the Customer must not copy any of the Intellectual Property for any other purposes.
22. The Customer must not de-compile, disassemble, decrypt, extract or otherwise reverse engineer any part of any software that is provided to the Customer by Stevenson Enterprises without Stevenson Enterprises' prior written consent.
23. The Customer must hold any software (in source and/or in object code) and other materials provided to the Customer by Stevenson Enterprises confidential. The Customer must not disclose any of those materials to any third party without Stevenson Enterprises' prior written consent. The Customer must also take all reasonable steps within its power to protect the Intellectual Property of Stevenson Enterprises.