Terms
These terms shall commence upon the Effective Date and shall remain effective while JGD Designs LLC performs work on behalf of Client. This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:
(a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
(b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 10 days from receipt of written notice of such breach.
Statement of Work (SOW)
The Parties shall, from time to time during the Term of this Agreement, enter into individual SOWs to govern the specific Services to be performed by Provider under this Agreement and the terms hereof. Each SOW shall be executed by an Authorized Representative of each of Client and Agency. Each SOW shall, upon full execution thereof, be deemed to be a part of this Agreement and governed by the provisions hereof and the additional provisions set forth in such Statement of Work.
Website Hosting
Clients who utilize website hosting service from Agency shall be bound by the terms outlined in the Website Hosting Agreement. The Website Hosting Agreement shall be deemed to be a part of this Agreement and governed by the provisions hereof and the additional provisions set forth in the Website Hosting Agreement.
The Website Hosting Agreement is available at this url: Website Hosting Agreement
Confidential Information
Confidential information is that which relates to the Client’s or JGD Designs LLC’s research, development, trade secrets or business affairs and includes, in the case of JGD Designs LLC’s confidential information, concepts presented to, but not selected by, the Client; it does not include information that is generally known or easily ascertainable by third parties. JGD Designs LLC and the Client shall mutually respect and maintain each other’s confidential information and shall use it only to perform their respective obligations hereunder. For the avoidance of doubt, confidential information does not include information which is public knowledge, was in the recipient’s possession before receipt or is independently developed by the recipient.
Confidentiality
In view of the fact that JGD Designs LLC’s work will bring JGD Designs LLC into close contact with many confidential affairs of Client not readily available to the public, and plans for future developments, JGD Designs LLC agrees to keep secret all matters, except for the existence of this engagement generally, and further agrees not to disclose any such matters to anyone outside of JGD Designs LLC throughout the term of this agreement, without written consent from Client.
Confidential Information
Confidential information is that which relates to the Client’s or JGD Designs LLC’s research, development, trade secrets or business affairs and includes, in the case of JGD Designs LLC’s confidential information, concepts presented to, but not selected by, the Client; it does not include information that is generally known or easily ascertainable by third parties. JGD Designs LLC and the Client shall mutually respect and maintain each
other’s confidential information and shall use it only to perform their respective obligations hereunder. For the avoidance of doubt, confidential information does not include information which is public knowledge, was in the recipient’s possession before receipt or is independently developed by the recipient.
Non-Solicitation
The parties to this Agreement agree that no effort shall be made to solicit employees from the other party, directly or indirectly, and that no compensation of any kind may be offered or provided to any person currently compensated by the other party without prior written consent by the prior compensation provider, for the term of this agreement as described below. Neither party shall solicit the other’s employees, independent contractors or consultants or engage them in any work independent the parties’ relationship under this Agreement during the term of the Agreement and for two years thereafter.
Expenses
Any expenses accrued shall be fully reimbursed to JGD Designs LLC with NET 30 terms.
Indemnification
In the event that JGD Designs LLC incurs any loss or expense (including reasonable attorneys’ fees and/or costs) as the result of any claim, suit or proceeding made or brought against JGD Designs LLC based upon or relating to any work which JGD Designs LLC has prepared for Client, with the exception of any claims based on damages alleged to have been intentionally caused by JGD Designs LLC, which work is either approved by Client or was based on materials, statements, ideas or instructions from Client, Client agrees to indemnify JGD Designs LLC and to hold JGD Designs LLC harmless from and against any such loss or expense. The obligation to indemnify JGD Designs LLC hereunder shall not be deemed terminated upon cancellation.
Liability of JGD Designs LLC
JGD Designs LLC shall not be held responsible for delays or nonperformance caused by activities or factors beyond its reasonable control, including delays and nonperformance caused by viruses, denial of service attacks, other acts or omissions by third parties, Internet service providers, the Client or its contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove work, or faulty performance by the Client or others, including third-party contractors hired by JGD Designs LLC or by Client. JGD Designs LLC shall not be liable for any indirect, third-party, incidental, special, consequential, exemplary or punitive damages arising out of this Agreement. JGD Designs LLC’s maximum liability under this Agreement shall not exceed the total fees received from Client. Any action brought against JGD Designs LLC pertaining to or in connection with the Services, and the Products must be commenced and notified to JGD Designs LLC in writing within one (1) year after the date the cause for action arose. This provision shall continue to be effective after the termination of this Agreement.
Reservation of JGD Designs LLC Technology
JGD Designs LLC shall own and retain all rights to any and all programming source code, software, technology, concepts, ideas, designs and other work, materials and information the creation or development of which predate this Agreement, including all modifications thereto made during the term hereof (the “Pre-existing Material”). JGD Designs LLC hereby grants to Client a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, display and perform JGD Designs LLC’s programming source code, in compiled machine readable object code form only, to the extent incorporated into the Project, strictly for the purposes and in the territories set out herein.
Ownership and Usage
Subject to JGD Designs LLC’s receiving full payment under this Agreement, JGD Designs LLC assigns to the Client, without representation or warranty, all rights, title and interest JGD Designs LLC may have in any work specifically created by JGD Designs LLC for the Client pursuant to this Agreement, except that:
(a) JGD Designs LLC may use and distribute such work as part of its portfolio for promotional purposes;
(b) JGD Designs LLC shall own and retain all rights to any and all concepts, ideas, designs, proposals and other work and materials (collectively, “Work”) which have been presented to the Client but not included in the final work product;
(c) JGD Designs LLC shall own and retain all rights to any technology, technical documentation, inventions, algorithms, software, architecture, logic, navigation, 3d modeling files, animation files and other source files for front-end deliverables, computer programs, source codes, game engines or other backend and background elements, files and features incorporated into or utilized by the Work (collectively, “Background Technology”). Unless the parties agree otherwise in a written and signed Statement of Work, JGD Designs LLC shall retain ownership of any and all Background Technology, including any and all associated intellectual property rights. JGD Designs LLC hereby grants to Client a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, display and perform JGD Designs LLC’s Background Technology, in compiled machine readable object code form only, to the extent incorporated into deliverables provided hereunder strictly for the purposes and in the territories set out in the applicable Statement of Work. Use of Background Technology for any other project, on any other website or in any other medium shall be subject to additional fees and licenses which may be granted or withheld by JGD Designs LLC in its sole discretion; and
(d) Subject to the services provided hereunder, JGD Designs LLC shall retain all rights to any illustrations and other proprietary artwork created by the JGD Designs LLC. Except as otherwise set forth in this Section, JGD Designs LLC grants Client the limited irrevocable right to use the designs.
Governing Law and Dispute Resolution
The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Florida without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in Palm Beach County, State of Florida. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.
Severability
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
Force Majeure
JGD Designs LLC shall not be deemed in breach of this Agreement if JGD Designs LLC is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of JGD Designs LLC or any local, state, federal, national or international law, governmental order or regulation or any other event beyond JGD Designs LLC’s control (collectively “Force Majeure Event”). Upon occurrence of any Force Majeure Event, JGD Designs LLC shall give notice to Client of its inability to perform or
of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
- Last Updated June 29, 2023