Services Agreement
WOMEN ENTREPRENEURS INC., LLC PROJECT AGREEMENT
ALL PARTIES AGREE THAT ANY DISAGREEMENTS, DISPUTES OR CLAIMS UNDER THIS CONTRACT SHALL BE SETTLED BY BINDING ARBITRATION ACCORDING TO THE RULES OF THE SOUTH CAROLINA UNIFORM ARBITRATION ACT. BOTH PARTIES KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHT TO BRING CLAIMS UNDER THIS AGREEMENT IN ANY COURT OF PROPER JURISDICTION AND AGREE TO BE BOUND BY THE ARBITRATORS’ DECISION.
COMPANY: Women Entrepreneurs, Inc., LLC
ADDRESS: 1415 Rivers Cotton Rd., Charleston, SC 29412
PHONE: 706-248-0720
E-MAIL: melissa@womenentrepreneursinc.com
DATE:
CLIENT’S NAME:
ADDRESS:
I. PARTIES
This agreement (hereinafter referred to as “Agreement”) is made and entered into on this ______ day of __________, 2023, by and between ____________________________, (hereinafter referred to as “CLIENT”); and Women Entrepreneurs, Inc., LLC d/b/a Women Entrepreneurs, Inc. d/b/a WE, Inc. (hereinafter referred to as “COMPANY”). In consideration of the mutual promises contained herein, COMPANY agrees to perform the following work subject to the terms and conditions below:
II. GENERAL SCOPE OF WORK (DESCRIPTION)
[Attach Scope of Work as Exhibit or Exhibits]
Hereinafter referred to as “Project”, “Services” or “Work”
A. CONTRACT DOCUMENTS
The Contract Documents consist of the following documents which are hereby incorporated by reference into this Agreement:
1. This Agreement.
2. Any design plans, specifications, or addenda referred to in the General Scope of Work section above or attached hereto as an Exhibit or Exhibits.
B. DATE OF WORK COMMENCEMENT AND SUBSTANTIAL COMPLETION
Commence work: Estimated start on _____________________, 2023. Design time through substantial completion: Approximately ___________ days/weeks/months, not including delays and adjustments for additional time required due to Change Orders and/or Additional Work; delays caused by CLIENT, CLIENT’s agents; and other delays unavoidable or beyond the control of the COMPANY.
C. EXPIRATION OF THIS AGREEMENT
This Agreement will expire 7 days after the date at the top of page one of this Agreement if not accepted in writing by CLIENT and returned to COMPANY within that time.
D. CONTRACT SUM/PROJECT PRICE
CLIENT will pay COMPANY the Contract Sum of $___________________. This Contract Sum is for the work described in the General Scope of Work Description listed above and does not include any changes, additions or modifications by CLIENT. The Contract Sum shall be paid in two installments:
1. Initial Deposit: $___________ (to be paid on or before __________)
2. Final Balance: $____________ (to be paid at completion of Project and acceptance by CLIENT.
E. CHANGES IN WORK AND ADDITIONAL COMPANY’S FEE
During the course of the Work, CLIENT may request that COMPANY perform Additional Work beyond the Work contained in the Scope. CLIENT may also alter the selection of design elements or additional services offered by Company. All such changes in the Work will be performed by COMPANY according to the terms and conditions in this Agreement. Any and all modifications to this Agreement, which increase the cost of the project, shall be provided for in writing and signed by CLIENT. CLIENT shall be solely responsible for all such increases in cost and payments for such shall be due in full prior to commencement of Additional Work.
F. MISCELLANEOUS CONDITIONS
1. CLIENT Coordination With COMPANY: CLIENT agrees to promptly furnish COMPANY with all details and decisions about unspecified designs or information required, and to consent to or deny changes in the Scope of Work that may arise so as not to delay the progress of the Work. The cost of any delays in furnishing design decisions or providing necessary information after Work has commenced will increase the contract amount consistent with any additional costs incurred by COMPANY. Delays in furnishing design decisions or required information after Work has commenced will also increase the substantial completion estimate above.
2. Intellectual Property/Ownership: All Work developed or prepared by COMPANY or its employees or Subcontractors for CLIENT hereunder that are subject to copyright, trademark, patent, or similar protection shall become the property of CLIENT and deemed “Work Product” provided that (i) the Work is produced in final form (i.e., ready to be disseminated to the public) by COMPANY for CLIENT within six (6) months of being proposed by COMPANY and (ii) CLIENT has paid to COMANY all fees and costs associated with creating and, where applicable, producing the Work, including any and all fees and costs for modifications or Additional Work. All title and interest to Work shall vest in CLIENT as “works made for hire” within the meaning of the United States Copyright Act. To the extent that the title to any such Work may not, by operation of law or otherwise, vest in CLIENT as a work made for hire or any such Work may not be considered a work made for hire, all right, title and interest therein is hereby irrevocably assigned by COMPANY to CLIENT. In order to assure that its employees and Subcontractors do not possess proprietary rights in the Work that are inconsistent with CLIENT’s possession of such rights, COMPANY will, as necessary, obtain the assignment and conveyance to CLIENT, or to COMPANY for the benefit of CLIENT, of any proprietary rights that such persons or entities may then have or may have in the future to such Work. CLIENT authorizes COMPANY to use CLIENT information and Work samples as advertising and examples of Work and Services provided by COMPANY to the general public, including social media, advertising, or any commercial use or public display of any kind. CLIENT shall not be entitled to any compensation of any kind in relation to this Section.
3. Third-Party Licenses: In addition to any other fees set forth in this Agreement, Client shall be required to purchase any applicable third-party licenses for any third-party products that are necessary for COMPANY to design and develop CLIENT marketing, websites or services. Such third-party products may include, but are not limited to: server-side applications, clip art, "back-end" applications, music, stock images, or any other copyrighted work which COMPANY deems necessary to purchase on behalf of CLIENT. In the event any such third-party product exceeds a one-time fee of $50.00 or more per product, COMPANY shall obtain Client's prior written consent before incorporating such third-party product. In some circumstances, there are ongoing monthly or yearly fees related to third-party licenses and if applicable to any Scope of Work for Client, Company shall notify Client of the ongoing fees and it shall be the sole responsibility of Client to pay these fees after Work is completed and turned over to Client.
4. Client Supplied Intellectual Property: If Client supplies any photos, logos, drawings, slogans or any similar art or work (“Client IP”) for use by COMPANY for any Project, Work or Service to be incorporated into the Project, Work or Service, Client specifically affirms to COMPANY that they are either i) the owner of said Client IP and have ownership of said Client IP by way of creation, original work or purchase of said Client IP or ii) Client has properly purchased said Client IP and is duly authorized or licensed to reproduce and use such Client IP for public and economic gains purposes as intended in the Work or Service. Client shall indemnify, hold harmless and defend COMPANY for any and all allegations, claims, damages of any kind, or actions of any kind from any third-party who alleges the Client IP was used in violation of a third-parties rights thereto. The obligations of this paragraph to indemnify and defend COMPANY shall include all costs, reasonable attorney’s fees expended by COMPANY to address any allegations of trademark or copyright violations, including any and all damages resulting therefrom, without limitations.
5. Subcontractors: COMPANY may, in the rendition of the Services of Work hereunder, engage third-party suppliers and other vendors and subcontractors (“Subcontractors”) from time to time to provide certain services. COMPANY shall supervise such services and endeavor to guard against any loss to CLIENT as the result of the failure of Subcontractors to properly execute their commitments, but COPMPANY shall not be responsible for their failure, acts or omissions, except where such failure, acts or omissions are due to COMPANY’s negligence or willful misconduct. If CLIENT enters into arrangements with third-party vendors, subcontractors or suppliers regarding the provision of materials or services and requests that COMPANY utilize such suppliers in the discharge of COMPANY’s obligations hereunder, CLIENT remains solely responsible for such suppliers.
G. WORK STOPPAGE - TERMINATION OF AGREEMENT FOR DEFAULT
COMPANY shall have the right to stop all Work on the Project and keep the Project idle if payments are not made to COMPANY strictly in accordance with the Section D above (including any requested and agreed upon modifications or changes), in this Agreement, or if CLIENT repeatedly fails or refuses to furnish COMPANY with information necessary for the advancement of COMPANY’s Work (“Event of Default”). Simultaneous with stopping Work on the Project, COMPANY shall give CLIENT written notice of the nature of CLIENT’s Event of Default and CLIENT shall have 5 days to cure any Event of Default. CLIENT to follow this same notice procedure with COMPANY if CLIENT alleges COMPANY is in default of this Agreement.
If work is stopped due to any of the above reasons (or for any other breach of contract by CLIENT) for a period of 10 consecutive days and CLIENT has failed to take significant steps to cure the Event of Default, then COMPANY may, without prejudicing any other remedies COMPANY may have, give written notice of termination of the Agreement to CLIENT and demand payment for all completed work and expenses through the date of work stoppage and any other reasonable loss sustained by COMPANY. Thereafter, CLIENT is relieved from all other contractual duties.
H. DISPUTE RESOLUTION AND ATTORNEY’S FEES
Any controversy or claim arising out of or related to this Agreement involving an amount less than $7,500 must be heard in the Small Claims Division of the Municipal/Magistrate Court in the Charleston County, South Carolina. Any dispute over the dollar limit of the Small Claims Court arising out of this Agreement shall be submitted to binding arbitration in accordance with the South Carolina Uniform Arbitration Act. All reasonable attempts shall be made to elect arbitrators with contract law experience. Judgment upon the award may be entered in any Court having jurisdiction thereof.
The prevailing party in any legal proceeding related to this Agreement shall be entitled to payment of reasonable attorney’s fees, costs, and post-judgment interest at the legal rate.
I. INDEPENDENT CONTRACTOR STATUS. COMPANY shall be considered a sub-contractor to CLIENT, and in no circumstances shall COMPANY be considered an employee or other representative of CLIENT.
J. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOST PROFITS (excluding direct damages for COMPANY’s anticipated or paid fees), BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY, NOR SHALL COMPANY’S AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE REVENUE PAID BY CLIENT TO COMPANY IN ACCORDANCE WITH THE APPLICABLE SCOPE OF WORK.
K. WARRANTIES AND REPRESENTATIONS BY COMPANY. COMPANY represents and warrants that (i) the Services provided hereunder will be performed in a professional manner, and (ii) any software, hardware, websites, web-based or technology-related Services (collective “Services”) will be free of material bugs or defects for thirty (30) days after delivery. Such warranty does not extend to any modification of Services or Work by anyone other than COMPANY or its Subcontractors at the time of such modification, any modifications or misuse of Services by CLIENT or agents of CLIENT, or use of Services in an operating environment that differs materially from the specifications agreed to by the Parties. EXCEPT AS SET FORTH IN THIS AGREEMENT, SERVICES AND WORK ARE PROVIDED on an “AS IS” and “AS AVAILABLE” basis, AND COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD-PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
L. NON-WAIVER OF REMEDIES. Upon an act or omission which constitutes a violation or breach of the terms and conditions of this Agreement by CLIENT, to which no action is taken by COMPANY, the inaction shall not constitute a waiver by COMPANY of any right to assert claims against CLIENT for breach of this Agreement, or any other legal remedies available to COMPANY at any time after said breach or violation by CLIENT.
M. ENTIRE AGREEMENT, SEVERABILITY, AND MODIFICATION
This Agreement represents and contains the entire agreement between the parties. Prior discussions or verbal representations by the parties that are not contained in this Agreement are not a part of this Agreement. All modifications to this Agreement must be made in writing and be signed and dated by both parties to be enforceable. The determination by any court or body that any section of this Agreement is unenforceable, shall have no effect on the remaining portions of this Agreement and shall be considered by both parties to be legal and binding.
N. APPLICABLE LAW
This Agreement is entered into under the laws of South Carolina, and the laws of this state shall apply to any actions taken under this Agreement.
O. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
P. ASSIGNMENT
Except as may be necessary in the rendition of the Work and/or Services as provided herein, neither COMPANY nor CLIENT may assign any part or all of this Agreement, or subcontract or delegate any of their respective rights or obligations under this Agreement, without the other party’s prior written consent. Any attempt to assign, subcontract, or delegate in violation of this paragraph is void in each instance. However, COMPANY is authorized to hire Subcontractors to provide certain services on behalf of COMPANY to fulfill its duties and requirements under this Agreement, and hiring such Subcontractors shall not relieve COMPANY from its obligations related to same.
Q. FORCE MAJEURE
Neither COMPANY nor CLIENT shall be liable to the other for any failure, inability, or delay in performing hereunder if caused by any cause beyond the reasonable control of the party so failing, including, without limitation, an Act of God, war, strike, or fire; but due diligence shall be used in curing such cause and in resuming performance
All parties to this Agreement, evidenced by their signatures below, hereby attest and confirm that they have read and understand the entire agreement above, and voluntarily adhere and assent to all of the conditions and terms contained therein;
Melissa Barker December 8, 2023
WOMEN ENTREPRENEURS, INC., LLC Date
Electronic Signature Captured at Website Checkout
