DIGITAL BOARDWALK
WORDCRUNCHER
"SPYHOP PORTAL APPLICATION SITE"
Web Site
PROFESSIONAL SERVICES
Client Agreement
This Client Agreement (the "Agreement") by and between Digital Boardwalk, Inc.
("DBI") and WordCruncher (the "Client") sets forth the terms and conditions,
including compensation payable to DBI for services performed in connection with
Client's World Wide Web site (the "Site"). Such compensation is designed and
offered as fair and equitable payment to DBI for such services, as set forth in
the section "DBI's Deliverables" herein. The Client understands and agrees that
said compensation is a binding obligation of the client.
DBI's Deliverables: DBI will provide Professional Services as defined
by the Statement of Work (Exhibit A), incorporated
herein by reference.
Client's Deliverables: Client agrees to provide DBI the items detailed in
Statement of Work (Exhibit A), incorporated herein
by reference.
Professional Services Fee: Client agrees to pay DBI a one-time fee of
$50,000.00, due and payable upon execution of this
Agreement.
Additional Labor: Client agrees to pay for the consumption of
additional services (beyond those defined in
Exhibit A) according to the following schedule:
Strategic Consulting $250.00 per hour
Programming $175.00 per hour
Content Editing $ 85.00 per hour
Rates for rush work or after hours/weekends/holiday
work will be billed at 2 times the normal and
customary rates. DIB will inform Client prior to
incurring any such Additional Labor charges and
shall provide an estimate of such charges prior to
commencing any such Additional Labor.
Travel & Expenses: Client agrees to pay DBI for all reasonable travel
and expenses relating to Client requested travel in
conjunction with this project, due and payable upon
receipt of Invoices for such Expenses.
Customer Service: DBI will not provide any direct customer service to
the Site's end-users. Client's customers will use
Client as primary point of contact for all
questions and problems.
Title to Creative Content: Client expressly retains all
right and title to any and all graphics, design and
content (text and graphics) developed by Client or
developed for Client by DBI in the course of this
Agreement.
Title to
Developed Software: DBI expressly retains all right and title to any
and all software that may be developed by DBI and
its employees. DBI grants to Client a
non-exclusive, worldwide, royalty-free, fully
paid-up source license to use such Developed
Software in association with the "SpyHop Portal
Application Site" Site and derivative related
works.
Title to Third Party
Software Applications: DBI expressly retains all right and title to any
and all software licenses that are owned by DBI.
Representations and
Warranties of DBI: DBI hereby represents and warrants to the Client
that the individuals performing services hereunder
possess the prerequisite skills and training as
would reasonably be expected for such individuals
and that the individual executing this Agreement is
a duly authorized representative of DBI. However,
DBI makes no representations or warranties, either
express or implied, with respect to particular
functionality of the resultant work product. Except
as specifically set forth herein, neither DBI nor
any of its suppliers and licensors makes any
representations or warranties of any kind, express
or implied, with respect to any Developed Software,
Third Party Software Applications, the Site, or the
services provided, or the functionality,
performance or results of use thereof. Neither DBI
nor any of its suppliers and licensors warrants
that any custom developed software, Third Party
Software Applications, the Site, or the Services
provided or the operation thereof are or will be
100% accurate, error-free, or uninterrupted.
Representations and
Warranties of Client: Client hereby represents and warrants to DBI that
it has reviewed DBI's Deliverables in detail and
that it agrees that such deliverables fully and
accurately reflects the services to be performed by
DBI. Client further represents and warrants that
the individual executing this Agreement is a duly
authorized representative of Client. Client further
represents that neither the content nor other
materials appearing on the Site, nor Client's
exploitation thereof by means of the Site, will
violate or infringe upon the copyright, patent,
literary, privacy, publicity, trademark, service
xxxx, trade secret or any other personal, moral, or
property right of any person, or constitute a libel
or defamation of any person whatsoever; that Client
is and will continue to be the sole owner of all
right, title and interest, including without
limitation all rights under copyright in and to the
content and each element thereof, except for
elements of content that are in the public domain
or validly licensed to Client for use as
contemplated herein; that Client will comply in all
material respects with all applicable federal,
state, and local laws, statutes, ordinances, rules,
and regulations within the United States and any
foreign country having jurisdiction; and that the
content for the site will be factually accurate and
neither the content nor the products or services
offered through the Site will cause any loss,
injury, damage or death.
Confidential & Proprietary Page 1 of 3
Last printed 06/09/99 4:17 PM Agreed by DBI:
Agreed by Client:
Ability to Reference: Client agrees to allow DBI to factually represent
its involvement in this project to any and all
parties. Further, Client agrees to allow the
placement of a "Technology Services by Digital
Boardwalk" credits that appear on the site with a
hyperlink to DBI's web site.
Inherent Nature of the
Internet: Client understands and agrees that the Internet is
comprised of many privately owned systems and
networks of telephone wires and switches and
wireless technologies and is dependent for its
ongoing operations upon computers and other
electronic hardware that are often unstable and
subject to malfunctions, and therefore, it is the
inherent nature of these systems and networks, and
the Internet to experience systems and hardware
failures, packet losses and downtime. Accordingly,
Client releases and forever discharges DBI from any
and all costs, losses, liability or damages
resulting from downtime or any of the failures
described or referred to above.
Liability: DBI assumes no liability for any cost, losses,
liability or damages including but not limited to
loss of revenues, profits or customers and loss of
server uptime (collectively defined herein as
"Losses") that may be incurred by Client unless
such Losses were the result of DBI's gross
negligence or willful misconduct. DBI shall carry
adequate comprehensive errors and omissions
insurance and shall furnish a copy of such
insurance policy to Client upon request. Client is
advised to carry appropriate errors and omissions,
product liability, and interruption of business
insurance, with DBI named as an additional insured
under such insurance policies. This provision shall
survive the term of this Agreement.
Indemnification: Client shall indemnify and hold DBI harmless from
any cost, losses, liability or damages that may
result from product liability claims, order
fulfillment claims, credit card related claims, or
trademark, copyright or patent claims unless such
losses result from DBI's gross negligence or
willful misconduct.
Confidentiality and
Non-Disclosure: Client and DBI both acknowledge that they
necessarily will share trade secrets during the
term on the Engagement, and both parties agree that
such trade secrets are valuable property of their
holders. Each party agrees not to disclose this
information to any third parties without the prior
consent of the other party, and further not to use
such information in a manner that would be
detrimental to the interests of the other. This
provision will survive any termination of the
Client Agreement.
Governing Law: This Client Agreement is entered into in the State
of California and shall be construed under and
enforced in accordance with the laws of the State
of California.
Non-Solicitation: Client understands and agrees that for the duration
of this Engagement, and for one year after the
completion of the DBI Deliverables ("the Restricted
Period"), it shall refrain from soliciting for
employment or other business purposes any employee
of DBI or any independent contract of DBI, either
directly or indirectly on Client's own behalf or on
behalf of a third party, who is or was employed by
DBI, or a contractor, subcontractor, supplier,
vendor, customer or client of DBI during the
Restricted period.
Arbitration: Any controversy or claim arising out of or relating
to this Agreement shall be determined by
arbitration in accordance with the Arbitration
Rules of the American Arbitration Association. The
place of arbitration shall be Los Angeles,
California and when applicable, use California
Governing Law.
Attorney's Fees: Upon the occurrence of a default, the prevailing
Party shall have all reasonable expenses (including
court costs and reasonable attorneys' fees) paid by
the other Party.
Inability to Perform: Neither Party shall be responsible for delays in
the performance of its obligations hereunder
(except payments due) caused by events beyond its
reasonable control.
Miscellaneous: If any provision of this Agreement is found to be
invalid or otherwise unenforceable under any
applicable law, such invalidity or unenforceability
shall not render any other provision contained
herein invalid or unenforceable, and all such other
provisions shall be given full force and effect to
the same extent as though the invalid and
unenforceable provision was not contained herein.
The Section headings contained herein are for
convenience only and shall have no affect on the
substantive provisions of this Agreement.
Entire Agreement: This Agreement supersedes and replaces any prior
agreements, understanding or arrangements, whether
oral or written, heretofore made between the
Parties and relating to the subject matter hereof.
This Agreement shall not be modified, changed or
amended except by an express written agreement
signed by duly authorized persons of both parties.
Agreed: The undersigned hereby agree that this document
constitutes a binding agreement, executed in Los
Angeles, CA on Wednesday, June 09, 1999.
For Digital Boardwalk: For Client:
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Signature Signature
Xxxxxxx Xxxxx
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Printed Name Printed Name
VP, Technology & New
Business Dev.
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Title Title
Wednesday June 09, 1999
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Date Date
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Exhibit A
Statement of Work
From June 7, 1999 through July 2, 1999, Digital Boardwalk will work with
WordCruncher to draft the Functional Specification document for the "SpyHop
Portal Application Site" project. Digital Boardwalk will make itself available
for meetings several times during this period to fully explore various aspects
of the subsequent development phase. Areas to be explored and documented
include:
[ ] User Services and features
[ ] Web application flow
[ ] Security model and methodology
[ ] Methodology for integration with third party data sources
[ ] Methodology for connecting the application to WordCruncher's
existing data infrastructure, including database replication
End of Exhibit A
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Exhibit B
Statement of Client Deliverables
[ ] Access to personnel with relevant knowledge to the project.
[ ] Complete database schema for relevant databases.
[ ] Collaboration and business perspective on all areas to be
explored.
End of Exhibit B
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