In consideration of the mutual covenants set forth in this Agreement, Customer and AT Closing the Gap in Technology and Education Knowledge(ATCG TEK). (Company) hereby agree as follows:
Customer agrees to engage Company to develop the Project as described above*.
Company will use reasonable diligence in the development of the project and endeavour to deliver to Customer an operational project no later than 45 days from date above. Customer acknowledges, however, that this delivery deadline is an estimate and not a required delivery date.
Company shall hold all rights, title, and interest in and to all copyrights, patents, trade secrets, and other intellectual or industrial property rights in the project or any component or characteristic thereof which are proprietary to the Company. Customer shall not do anything that may infringe upon or in any way undermine Company’s right, title, and interest in the project, as described in this paragraph 3. Notwithstanding the above, Customer shall retain all of its intellectual property rights in any components it owns and transmits to Company for use in the project.
For all of Company’s services under this Agreement, Customer shall compensate the Company, in cash, the amount specified in the total on the Order Form. In the event Customer fails to make any of the payments referenced by the deadline set forth as invoiced, Company has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove the project from public access, (3) bring legal action.
Developers warrant the project will conform to the Specifications. If the project does not conform to the Specifications, the Company shall be responsible to correct the project without unreasonable delay, at the Company’s sole expense and without charge to Customer, to bring the project into conformance with the Specifications. This warranty shall be the exclusive warranty available to the Customer. Customer waives any other warranty, express or implied. Customer acknowledges that the Company does not warrant that the project will work on all platforms. Customer acknowledges that the Company is not responsible for the results obtained by the Customer. Should the Customer cancel, quit, or otherwise terminate the project for any reason, Company reserves the full and exclusive right to apply any monies received from the Customer against the Customer’s outstanding invoice or bill. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to the Company.
This Agreement shall be binding upon and inure to the benefit of Customer and the Company and their respective successors and assigns, provided that the Company may not assign any of its obligations under this Agreement without prior written consent of Customer.
CUSTOMER AGREES THAT IT SHALL DEFEND, INDEMNIFY, SAVE AND HOLD ATCG TEK.COM HARMLESS FROM ANY AND ALL DEMANDS, LIABILITIES, LOSSES, COSTS AND CLAIMS, INCLUDING REASONABLE ATTORNEY'S FEES ASSERTED AGAINST ATCG TEK.COM, ITS AGENTS, ITS CUSTOMERS, OFFICERS AND EMPLOYEES, THAT MAY ARISE OR RESULT FROM ANY SERVICE PROVIDED OR PERFORMED OR AGREED TO BE PERFORMED OR ANY PRODUCT SOLD BY CUSTOMER, IT'S AGENTS, EMPLOYEES OR ASSIGNS. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ATCG TEK.COM AGAINST LIABILITIES ARISING OUT OF; (1) ANY INJURY TO PERSON OR PROPERTY CAUSED BY ANY PRODUCTS SOLD OR OTHERWISE DISTRIBUTED IN CONNECTION WITH ATCG TEK.COM’S SERVER; (2) ANY MATERIAL SUPPLIED BY CUSTOMER INFRINGING OR ALLEGEDLY INFRINGING ON THE PROPRIETARY RIGHTS OF A THIRD PARTY; ( 3) COPYRIGHT INFRINGEMENT AND (4) ANY DEFECTIVE PRODUCTS SOLD TO CUSTOMER FROM ATCG TEK.COM’S SERVERS.
The quoted prices, specifications and conditions are hereby accepted. The Company is authorized to execute the project as outlined in this agreement. Payment will be made as proposed on Order Form.