WEBSITE DEVELOPMENT AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Website Development Agreement is made and entered into this _______ day of _____________________, 20_____ at the City/Municipality of _____________________, Province of ________, by and between:
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Web Professional"
- and -
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Client"
Client and Web Professional may be referred to individually as "Party" and collectively as "Parties".
WITNESSETH:
WHEREAS, Client is in need of a website;
WHEREAS, Web Professional has the knowledge and skill to develop a website;
WHEREAS, Client would like to engage Web Professional to develop a website.
NOW THEREFORE, in consideration of the foregoing terms, the Web Professional and Client agree as follows:
I. DESCRIPTION OF SERVICES
Web Professional shall develop a website (the "Works") for Client with the following specifications:
Website Name: ________
Website Description:
________
The Web Professional will provide the following specific Services for the development of the Website:
________
The Services will include ________ edit rounds for the development of the website. These edits include the following components:
________
If the Client wishes to alter the Website beyond the initial description of the Services and/or beyond the included edits, Web Professional will still be owed all fees before any additional edits are made. Web Professional shall also invoice for additional edits, which will be determined at the time the edits are discussed.
II. SCHEDULE AND MILESTONES
The Services will be completed by ________.
Web Professional agrees to the following milestones:
________
III. WEB HOSTING
Client understands and agrees that a separate hosting package is required for the Website. Client agrees to purchase and maintain such web hosting throughout the duration of this Agreement. If the Website is not properly hosted by the expected termination of this Agreement, Web Professional shall not be responsible for moving the constructed site to Client's web host.
IV. DOMAIN NAME
Client shall register the domain name and Web Professional shall have no right, interest, or title in and to Client's domain name. If, by agreement of the Parties, Web Professional is listed as a registrant or contact for the domain name, Web Professional shall, upon termination of this Agreement or request of the Client, take all actions necessary to transfer the name of the registrant and contact information for the domain name to Client or Client's representative within five (5) days from the date that Client provides all the information required to transfer the registrant and contact information for the domain name. Web Professional shall not be liable for any delay in the transfer due to the Client's delay in providing all the information required to effectuate the transfer.
V. MATERIALS
Client will provide all materials and content that will be used for the Website, including all text and images. Client will provide the materials and content in the following format:
________
Client will provide all the materials and content within a reasonable time for Web Professional to meet the deadlines and milestones in this Agreement or otherwise specified in another document agreed upon by both Parties. Web Professional will not be liable for any delay caused by Client's delay in delivering the materials and content.
VI. PROFESSIONAL WARRANTIES
Web Professional represents and warrants that Web Professional has the knowledge, skills, and experience necessary to perform the Services. Web Professional agrees that all intellectual property produced through the Services will be entirely original and will not infringe upon the intellectual property of any third party. Web Professional also guarantees that the final Works produced through the Services will be free from any plagiarism or likeness to Works not belonging to or created by Web Professional. The Works will become the intellectual property of Client.
VII. TOOLS
Client agrees to provide the following tools (the "Tools") for Web Professional's use:
________
The Tools shall be used solely and exclusively for the purpose of performing the Services for Client.
Client will own all right, title, and interest in and to the licenses for the Tools purchased and used exclusively for the Services.
Web Professional may own a license to use certain tools (Web Professional's Tools) for the performance of the web design and/or development services to clients. Web Professional may use Web Professional's tools to perform the Services for Client, however, Web Professional owns all right, title, and interest in and to the Web Professional Tools. Web Professional grants Client a non-exclusive, worldwide license to use the Web Professional's Tools in connection with the operation of the Website. Such license is subject to the payment of all necessary and required fees.
VIII. 5-88225885
552 2552828 52522 2552 888222 88 828282 525 25885888282 52822288882 225 822282822 8825 588 8588 5285225 22 2-82222582 525 228822 85882288. 888222 8888 522225 525 5285 228 252228882258 55528288 2522 522 88582, 522525, 8588582, 8282, 2225822, 25 2522282 5588822 252 22 25 52852822 22 888222'8 582 22 82225222 82222582.
IX. FEES
Client will pay a flat fee of ________ (₱________) for the Services.
Client will make an initial payment of ________ (₱________) thereafter the balance will be paid as follows:
________
If timely payments are not made, a late fee will apply as follows:
________
Client agrees to reimburse pre-approved expenses and costs. Such expenses and costs shall be accompanied by receipts and reasonable supporting documentations. The Parties will agree on the expenses that will be reimbursed by Client prior to the expenses being incurred.
All payments will be made and accepted as follows:
________
X. EDITS
Client shall inform Web Professional of any required edits, as described in a previous section, within the following period from receipt of the Website: ________. If Client does not inform Web Professional within the said period, the Website shall be considered accepted and no further changes shall be permitted.
XI. DELIVERY
Upon completion of the Website, the Web Professional shall submit all the code, documentations, reports, images, text, and other materials developed and/or used by the Web Professional that will be necessary for the operation of the Website (the "Deliverables"). The Deliverables shall not include any third party software, web browsers, and hardware. The Deliverables shall be delivered in the following format:
________
XII. BACK-UP
Web Professional shall maintain its backups for the Website for the following period after the Client's acceptance of the Website: ________ (the "Back-Up Period").
Web Professional shall delete and destroy all copies of the Deliverables, back-ups, and final or working copies of the Website from Web Professional's storage upon termination of this Agreement or upon expiration of the Back-Up Period. Client may request against such deletion only through a written notice sent to the Web Professional which Web Professional accept or reject at their sole discretion.
XIII. MAINTENANCE
Web Professional will be responsible for maintaining the Website on a monthly basis. Such maintenance shall include the following:
________
Client agrees to pay a monthly fee of ________ (₱________) (the "Maintenance Fee") for the maintenance of the Website. The Maintenance Fee shall be due on the 1st day of each month.
XIV. SUBCONTRACTORS
Except for any other person specifically authorized and engaged by Client, no other person or entity may perform the Services other than Web Professional and Web Professional's employees who shall likewise be bound by the terms of this Agreement, including the Confidentiality Clause. If required by Client, Web Professional's employees shall likewise sign agreements that are sufficient to comply with the terms of this Agreement.
XV. EXPANSION OF SCOPE
If any Services beyond those expressly outlined in this Agreement are required, including any additional edits to the Website as discussed above, Client will submit a written request to Web Professional for the additional services. Web Professional will evaluate the required additional work and, if available, send a quote to Client.
Client and Web Professional are under no obligation to work with each other at the termination of this Agreement or the completion of the Services contemplated hereunder.
XVI. NON-EXCLUSIVITY
Client and Web Professional hereby acknowledge and agree that nothing contained herein is to establish an exclusive relationship between the Parties. Web Professional shall be free to continue working for and taking on new clients, without regard to Client. Web Professional does not need Client approval for any such work.
XVII. CLIENT LEGAL REQUIREMENTS
It is the Client's sole and exclusive responsibility to ensure that all legal requirements for Client's business are met. Such legal requirements include, but are not limited to, ensuring claims on advertising and graphics are true, accurate, and may be legally stated, as well as ensuring all products are lawful. Web Professional shall not be responsible for any legal, technical, or regulatory specifications.
XVIII. TERMINATION
Unless earlier terminated by either Party, this Agreement shall continue in effect until the Services has been completed by the Web Professional.
Client may, at any time, terminate this Agreement through a written notice. Upon receipt of the notice, Web Professional shall inform the Client of the progress of the Website and provide Client with an invoice of the fees due for the Services already performed. Client agrees to pay all amounts due for the Services already rendered. Once all due amounts have been paid, Web Professional shall deliver whatever work or Deliverable that exists.
Web Professional may not terminate this agreement unless Client fails to cure a material default or breach of this Agreement, including failure to make timely payments of any amount due, within Fifteen (15) days after Web Professional gives a written notice of said default or breach.
Upon the termination of this Agreement, Web Professional shall delete all confidential or proprietary information on any of the Web Professional's computer systems, except information necessary to maintain a complete back-up of the Works, in which case Web Professional shall delete all remaining confidential or proprietary information upon the expiration of the period for maintaining the back-up. Web Professional shall certify to Client in writing that the Web Professional has made the required deletions.
XIX. CONFIDENTIAL OR PROPRIETARY INFORMATION
Web Professional hereby acknowledges and agrees that Web Professional may receive confidential and/or propriety information relating to Client's business. Such information may include, but will not be limited to, client lists, client notes, specifications, project information, plans, and/or technological resources. The confidential and/or proprietary is significantly important to Client's business and it has been developed or obtained over time, with significant resources involved. Web Professional understands and agrees that any unintended disclosure of any of the confidential and/or proprietary information would be significantly detrimental to Client. As such, Web Professional agrees that they shall:
A. Not disclose the confidential and/or proprietary information by any means not authorized by the Client to any third parties;
B. Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by the Client;
C. Not use the confidential and/or proprietary information for any purpose except those expressly authorized authorized by the Client;
D. Inform Client immediately if Web Professional becomes aware of any unauthorized use or disclosure of the confidential and/or proprietary information.
This clause shall survive the termination of this Agreement for five (5) years.
XX. TRADEMARKS OF CLIENT
Client grants Web Professional a limited, non-exclusive, revocable license to use the Client's trademark for the development of the Website, which license may be terminated at any time by Client, at its sole discretion, upon a Ten (10) Day notice. No other right to the license is granted to Web Professional under this Agreement in relation to the Client's trademarks.
Web Professional acknowledges Client's ownership to the said trademarks and shall not file any applications or assert any rights to the them.
XXI. INTELLECTUAL PROPERTY
Web Professional agrees that all inventions, trade secrets, confidential and/or proprietary information, and work-product conceived, created, or developed by Web Professional which are (a). related to the Client's actual business or research and development; or (b). developed, made, or discovered by Web Professional in the course of the performance of Web Professional's duties for the Client, i.e. all of the Works created, shall be the property of the Client. Web Professional hereby assigns to the Client the entire right, title, and interest in and to the Works and in and to all proprietary rights therein or based thereon including, without limitation, any and all copyrights, patents, trademarks, or other intellectual property rights relating to the Works.
XXII. PORTFOLIO USE
Notwithstanding the foregoing, Web Professional shall be permitted to use all Works in Web Professional's professional portfolio, after such Works has been made public by the Client. Nothing contained herein shall limit Web Professional's such right.
XXIII. CREDIT
Client shall credit Web Professional's names on the Website created hereunder in a manner agreed to by the Parties in writing prior to the online publication of the Website.
XXIV. INDEMNIFICATION
Web Professional and Client shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, and deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorney's fees) arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property arising out of their own acts or omissions, or the breach of any representation, warranty, or obligation under this Agreement.
XXV. DISPUTE RESOLUTION
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall finally be resolved by arbitration in accordance with the rules of the Philippine Dispute Resolution Center ("PDRCI").
XXVI. RELATIONSHIP OF THE PARTIES
The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency, or employment relationship or otherwise, between the Parties and that this Agreement is for the sole and express purpose of the rendering of the specific development services by the Web Professional to the Client under the terms and conditions herein. Web Professional is an independent contractor for Client.
XXVII. ASSIGNMENT
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in party by either Party.
XXVIII. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
XXIX. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
XXX. WAIVER
Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment or cancellation or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the party granting the waiver. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.
XXXI. COUNTERPARTS
This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date that both Parties signed the Agreement.
XXXII. SEVERABILITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
XXXIII. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XXXIV. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XXXV. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between the Web Professional and the Client and supersedes all prior negotiations, representations, agreements, either oral or written.
XXXVI. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Web Professional
________
Client
WEBSITE DEVELOPMENT AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Website Development Agreement is made and entered into this _______ day of _____________________, 20_____ at the City/Municipality of _____________________, Province of ________, by and between:
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Web Professional"
- and -
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Client"
Client and Web Professional may be referred to individually as "Party" and collectively as "Parties".
WITNESSETH:
WHEREAS, Client is in need of a website;
WHEREAS, Web Professional has the knowledge and skill to develop a website;
WHEREAS, Client would like to engage Web Professional to develop a website.
NOW THEREFORE, in consideration of the foregoing terms, the Web Professional and Client agree as follows:
I. DESCRIPTION OF SERVICES
Web Professional shall develop a website (the "Works") for Client with the following specifications:
Website Name: ________
Website Description:
________
The Web Professional will provide the following specific Services for the development of the Website:
________
The Services will include ________ edit rounds for the development of the website. These edits include the following components:
________
If the Client wishes to alter the Website beyond the initial description of the Services and/or beyond the included edits, Web Professional will still be owed all fees before any additional edits are made. Web Professional shall also invoice for additional edits, which will be determined at the time the edits are discussed.
II. SCHEDULE AND MILESTONES
The Services will be completed by ________.
Web Professional agrees to the following milestones:
________
III. WEB HOSTING
Client understands and agrees that a separate hosting package is required for the Website. Client agrees to purchase and maintain such web hosting throughout the duration of this Agreement. If the Website is not properly hosted by the expected termination of this Agreement, Web Professional shall not be responsible for moving the constructed site to Client's web host.
IV. DOMAIN NAME
Client shall register the domain name and Web Professional shall have no right, interest, or title in and to Client's domain name. If, by agreement of the Parties, Web Professional is listed as a registrant or contact for the domain name, Web Professional shall, upon termination of this Agreement or request of the Client, take all actions necessary to transfer the name of the registrant and contact information for the domain name to Client or Client's representative within five (5) days from the date that Client provides all the information required to transfer the registrant and contact information for the domain name. Web Professional shall not be liable for any delay in the transfer due to the Client's delay in providing all the information required to effectuate the transfer.
V. MATERIALS
Client will provide all materials and content that will be used for the Website, including all text and images. Client will provide the materials and content in the following format:
________
Client will provide all the materials and content within a reasonable time for Web Professional to meet the deadlines and milestones in this Agreement or otherwise specified in another document agreed upon by both Parties. Web Professional will not be liable for any delay caused by Client's delay in delivering the materials and content.
VI. PROFESSIONAL WARRANTIES
Web Professional represents and warrants that Web Professional has the knowledge, skills, and experience necessary to perform the Services. Web Professional agrees that all intellectual property produced through the Services will be entirely original and will not infringe upon the intellectual property of any third party. Web Professional also guarantees that the final Works produced through the Services will be free from any plagiarism or likeness to Works not belonging to or created by Web Professional. The Works will become the intellectual property of Client.
VII. TOOLS
Client agrees to provide the following tools (the "Tools") for Web Professional's use:
________
The Tools shall be used solely and exclusively for the purpose of performing the Services for Client.
Client will own all right, title, and interest in and to the licenses for the Tools purchased and used exclusively for the Services.
Web Professional may own a license to use certain tools (Web Professional's Tools) for the performance of the web design and/or development services to clients. Web Professional may use Web Professional's tools to perform the Services for Client, however, Web Professional owns all right, title, and interest in and to the Web Professional Tools. Web Professional grants Client a non-exclusive, worldwide license to use the Web Professional's Tools in connection with the operation of the Website. Such license is subject to the payment of all necessary and required fees.
VIII. 5-88225885
552 2552828 52522 2552 888222 88 828282 525 25885888282 52822288882 225 822282822 8825 588 8588 5285225 22 2-82222582 525 228822 85882288. 888222 8888 522225 525 5285 228 252228882258 55528288 2522 522 88582, 522525, 8588582, 8282, 2225822, 25 2522282 5588822 252 22 25 52852822 22 888222'8 582 22 82225222 82222582.
IX. FEES
Client will pay a flat fee of ________ (₱________) for the Services.
Client will make an initial payment of ________ (₱________) thereafter the balance will be paid as follows:
________
If timely payments are not made, a late fee will apply as follows:
________
Client agrees to reimburse pre-approved expenses and costs. Such expenses and costs shall be accompanied by receipts and reasonable supporting documentations. The Parties will agree on the expenses that will be reimbursed by Client prior to the expenses being incurred.
All payments will be made and accepted as follows:
________
X. EDITS
Client shall inform Web Professional of any required edits, as described in a previous section, within the following period from receipt of the Website: ________. If Client does not inform Web Professional within the said period, the Website shall be considered accepted and no further changes shall be permitted.
XI. DELIVERY
Upon completion of the Website, the Web Professional shall submit all the code, documentations, reports, images, text, and other materials developed and/or used by the Web Professional that will be necessary for the operation of the Website (the "Deliverables"). The Deliverables shall not include any third party software, web browsers, and hardware. The Deliverables shall be delivered in the following format:
________
XII. BACK-UP
Web Professional shall maintain its backups for the Website for the following period after the Client's acceptance of the Website: ________ (the "Back-Up Period").
Web Professional shall delete and destroy all copies of the Deliverables, back-ups, and final or working copies of the Website from Web Professional's storage upon termination of this Agreement or upon expiration of the Back-Up Period. Client may request against such deletion only through a written notice sent to the Web Professional which Web Professional accept or reject at their sole discretion.
XIII. MAINTENANCE
Web Professional will be responsible for maintaining the Website on a monthly basis. Such maintenance shall include the following:
________
Client agrees to pay a monthly fee of ________ (₱________) (the "Maintenance Fee") for the maintenance of the Website. The Maintenance Fee shall be due on the 1st day of each month.
XIV. SUBCONTRACTORS
Except for any other person specifically authorized and engaged by Client, no other person or entity may perform the Services other than Web Professional and Web Professional's employees who shall likewise be bound by the terms of this Agreement, including the Confidentiality Clause. If required by Client, Web Professional's employees shall likewise sign agreements that are sufficient to comply with the terms of this Agreement.
XV. EXPANSION OF SCOPE
If any Services beyond those expressly outlined in this Agreement are required, including any additional edits to the Website as discussed above, Client will submit a written request to Web Professional for the additional services. Web Professional will evaluate the required additional work and, if available, send a quote to Client.
Client and Web Professional are under no obligation to work with each other at the termination of this Agreement or the completion of the Services contemplated hereunder.
XVI. NON-EXCLUSIVITY
Client and Web Professional hereby acknowledge and agree that nothing contained herein is to establish an exclusive relationship between the Parties. Web Professional shall be free to continue working for and taking on new clients, without regard to Client. Web Professional does not need Client approval for any such work.
XVII. CLIENT LEGAL REQUIREMENTS
It is the Client's sole and exclusive responsibility to ensure that all legal requirements for Client's business are met. Such legal requirements include, but are not limited to, ensuring claims on advertising and graphics are true, accurate, and may be legally stated, as well as ensuring all products are lawful. Web Professional shall not be responsible for any legal, technical, or regulatory specifications.
XVIII. TERMINATION
Unless earlier terminated by either Party, this Agreement shall continue in effect until the Services has been completed by the Web Professional.
Client may, at any time, terminate this Agreement through a written notice. Upon receipt of the notice, Web Professional shall inform the Client of the progress of the Website and provide Client with an invoice of the fees due for the Services already performed. Client agrees to pay all amounts due for the Services already rendered. Once all due amounts have been paid, Web Professional shall deliver whatever work or Deliverable that exists.
Web Professional may not terminate this agreement unless Client fails to cure a material default or breach of this Agreement, including failure to make timely payments of any amount due, within Fifteen (15) days after Web Professional gives a written notice of said default or breach.
Upon the termination of this Agreement, Web Professional shall delete all confidential or proprietary information on any of the Web Professional's computer systems, except information necessary to maintain a complete back-up of the Works, in which case Web Professional shall delete all remaining confidential or proprietary information upon the expiration of the period for maintaining the back-up. Web Professional shall certify to Client in writing that the Web Professional has made the required deletions.
XIX. CONFIDENTIAL OR PROPRIETARY INFORMATION
Web Professional hereby acknowledges and agrees that Web Professional may receive confidential and/or propriety information relating to Client's business. Such information may include, but will not be limited to, client lists, client notes, specifications, project information, plans, and/or technological resources. The confidential and/or proprietary is significantly important to Client's business and it has been developed or obtained over time, with significant resources involved. Web Professional understands and agrees that any unintended disclosure of any of the confidential and/or proprietary information would be significantly detrimental to Client. As such, Web Professional agrees that they shall:
A. Not disclose the confidential and/or proprietary information by any means not authorized by the Client to any third parties;
B. Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by the Client;
C. Not use the confidential and/or proprietary information for any purpose except those expressly authorized authorized by the Client;
D. Inform Client immediately if Web Professional becomes aware of any unauthorized use or disclosure of the confidential and/or proprietary information.
This clause shall survive the termination of this Agreement for five (5) years.
XX. TRADEMARKS OF CLIENT
Client grants Web Professional a limited, non-exclusive, revocable license to use the Client's trademark for the development of the Website, which license may be terminated at any time by Client, at its sole discretion, upon a Ten (10) Day notice. No other right to the license is granted to Web Professional under this Agreement in relation to the Client's trademarks.
Web Professional acknowledges Client's ownership to the said trademarks and shall not file any applications or assert any rights to the them.
XXI. INTELLECTUAL PROPERTY
Web Professional agrees that all inventions, trade secrets, confidential and/or proprietary information, and work-product conceived, created, or developed by Web Professional which are (a). related to the Client's actual business or research and development; or (b). developed, made, or discovered by Web Professional in the course of the performance of Web Professional's duties for the Client, i.e. all of the Works created, shall be the property of the Client. Web Professional hereby assigns to the Client the entire right, title, and interest in and to the Works and in and to all proprietary rights therein or based thereon including, without limitation, any and all copyrights, patents, trademarks, or other intellectual property rights relating to the Works.
XXII. PORTFOLIO USE
Notwithstanding the foregoing, Web Professional shall be permitted to use all Works in Web Professional's professional portfolio, after such Works has been made public by the Client. Nothing contained herein shall limit Web Professional's such right.
XXIII. CREDIT
Client shall credit Web Professional's names on the Website created hereunder in a manner agreed to by the Parties in writing prior to the online publication of the Website.
XXIV. INDEMNIFICATION
Web Professional and Client shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, and deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorney's fees) arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property arising out of their own acts or omissions, or the breach of any representation, warranty, or obligation under this Agreement.
XXV. DISPUTE RESOLUTION
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall finally be resolved by arbitration in accordance with the rules of the Philippine Dispute Resolution Center ("PDRCI").
XXVI. RELATIONSHIP OF THE PARTIES
The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency, or employment relationship or otherwise, between the Parties and that this Agreement is for the sole and express purpose of the rendering of the specific development services by the Web Professional to the Client under the terms and conditions herein. Web Professional is an independent contractor for Client.
XXVII. ASSIGNMENT
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in party by either Party.
XXVIII. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
XXIX. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
XXX. WAIVER
Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment or cancellation or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the party granting the waiver. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.
XXXI. COUNTERPARTS
This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date that both Parties signed the Agreement.
XXXII. SEVERABILITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
XXXIII. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XXXIV. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XXXV. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between the Web Professional and the Client and supersedes all prior negotiations, representations, agreements, either oral or written.
XXXVI. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Web Professional
________
Client
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