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- UNLIMITED POWER OF ATTORNEY
UNLIMITED POWER OF ATTORNEY Notice: This is an important document. Before signing this document, you should know these important facts. By signing this document, you are not giving up any powers or rights to control your finances and property yourself. In addition to your own powers and rights, you are giving another person, your attorney-in-fact, broad powers to handle your finances and property. This unlimited power of attorney will give the person whom you designate (your “attorney-in-fact”) broad powers to handle your finances and property, which includes powers to encumber, sell or otherwise dispose of any real or personal property without advance notice to you or approval by you. THE POWERS GRANTED WILL NOT EXIST AFTER YOU BECOME DISABLED, OR INCAPACITATED. This document does not authorize anyone to make medical or other health care decisions for you. If you own complex or special assets such as a business, or if there is anything about this form that you do not understand, you should ask a lawyer to explain this form to you before you sign it. If you wish to change your unlimited power of attorney, you must complete a new document and revoke this one. You may revoke this document at any time by destroying it, by directing another person to destroy it in your presence or by signing a written and dated statement expressing your intent to revoke this document. If you revoke this document, you should notify your attorney-infact and any other person to whom you have given a copy of the form. You also should notify all parties having custody of your assets. These parties have no responsibility to you unless you actually notify them of the revocation. If your attorney-in-fact is your spouse and your marriage is annulled, or you are divorced after signing this document, this document is invalid. Since some 3rd parties or some transactions may not permit use of this document, it is advisable to check in advance, if possible, for any special requirements that may be imposed. You should sign this form only if the attorney-infact you name is reliable, trustworthy and competent to manage your affairs. This form must be signed by the Principal (the person appointing the attorney-in-fact), witnessed by two persons other than the notary public, and acknowledged by a notary public. I, _____________________________________________________________ (printed name), of (address)____________________________________________________________________, as principal, do grant an unlimited power of attorney to, and do hereby appoint: _______________________________________________________________(printed name), of (address)____________________________________________________________________, my attorney-in-fact and do grant him or her unlimited power and authority to act in my name, place And stead in any way which I myself could do, if I were personally present, with respect to all of the following matters to the extent that I am permitted by law to act through an agent: IN GENERAL, the principal authorizes the agent to: (1) demand, receive, and obtain by litigation or otherwise, money or other thing of value to which the principal is, may become, or claims to be entitled, and conserve, invest, disburse, or use anything so received for the purposes intended; (2) contract in any manner with any person, on terms agreeable to the agent, to accomplish a purpose of a transaction, and perform, rescind, reform, release, or modify the contract or another contract Unlimited Power of Attorney made by or on behalf of the principal; (3) execute, acknowledge, seal, and deliver a deed, revocation, mortgage, security agreement, lease, notice, check, promissory note, electronic funds transfer, release, or other instrument or communication the agent considers desirable to accomplish a purpose of a transaction, including creating a schedule of the principal’s property and attaching it to the power of attorney; (4) prosecute, defend, submit to arbitration or mediation, settle, and propose or accept a compromise with respect to, a claim existing in favor of or against the principal or intervene in litigation relating to the claim; (5) seek on the principal’s behalf the assistance of a court to carry out an act authorized by the principal in the power of attorney; (6) engage, compensate, and discharge an attorney, accountant, expert witness, or other assistant; (7) keep appropriate records of each transaction, including an accounting of receipts and disbursements; (8) prepare, execute, and file a record, report, or other document the agent considers desirable to safeguard or promote the principal’s interest under a statute or governmental regulation; (9) reimburse the agent for expenditures properly made by the agent in exercising the powers granted by the power of attorney; and (10) in general, do any other lawful act with respect to the power and all property related to the power. WITH RESPECT TO REAL PROPERTY, the principal authorizes the agent to: (1) accept as a gift or as security for an extension of credit, reject, demand, buy, lease, receive, or otherwise acquire, an interest in real property or a right incident to real property; (2) sell, exchange, convey with or without covenants, quitclaim, release, surrender, mortgage, retain title for security, encumber, partition, consent to partitioning, subdivide, apply for zoning, rezoning, or other governmental permits, plat or consent to platting, develop, grant options concerning, lease, sublease, or otherwise dispose of, an interest in real property or a right incident to real property; (3) release, assign, satisfy, or enforce by litigation or otherwise, a mortgage, deed of trust, conditional sale contract, encumbrance, lien, or other claim to real property which exists or is asserted; (4) manage or conserve an interest in real property or a right incident to real property, owned or claimed to be owned by the principal, including: (a) insuring against a casualty, liability, or loss; (b) obtaining or regaining possession, or protecting the interest or right, by litigation or otherwise; (c) paying, compromising, or contesting taxes or assessments, or applying for and receiving refunds in connection with them; and (d) purchasing supplies, hiring assistance or labor, and making repairs or alterations to the real property; (5) use, develop, alter, replace, remove, erect, or install structures or other improvements upon real property in or incident to which the principal has, or claims to have, an interest or right; (6) participate in a reorganization with respect to real property or a legal entity that owns an interest in or right incident to real property and receive and hold, directly or indirectly, shares of stock or obligations, or other evidences of ownership or debt, received in a plan of reorganization, and act with respect to them, including: (a) selling or otherwise disposing of them; (b) exercising or selling an option, conversion, or similar right with respect to them; and (c) voting them in person or by proxy; (7) change the form of title of an interest in or right incident to real property, and (8) dedicate to public use, with or without consideration, easements or other real property in which the principal has, or claims to have, an interest. WITH RESPECT TO TANGIBLE PERSONAL PROPERTY, the principal authorizes the agent to: (1) accept as a gift or as security for an extension of credit, reject, demand, buy, receive, or otherwise acquire ownership or possession of tangible personal property or an interest in tangible personal property; (2) sell, exchange, convey with or without covenants, release, surrender, create a security interest in, grant options concerning, lease, sublease to others, or otherwise dispose of tangible personal property or an interest in tangible personal property; (3) release, assign, satisfy, or enforce by litigation or otherwise, a security interest, lien, or other claim on behalf of the principal, with respect to tangible personal property or an interest in tangible personal property; (4) manage or conserve tangible personal property or an interest in tangible personal property on behalf of the principal, including: (a) insuring against casualty, liability, or loss; (b) obtaining or regaining possession, or protecting the property or interest, by litigation or otherwise; (c) paying, compromising, or contesting taxes or assessments or applying for and receiving refunds in connection with taxes or assessments; (d) moving from place to place; (e) storing for hire or on a gratuitous bailment; and (f) using, altering, and making repairs or alterations; and (5) change the form of title of an interest in tangible personal property. WITH RESPECT TO TRANSACTIONS CONCERNING STOCKS AND BONDS, the principal authorizes the agent to: (1) buy, sell, and exchange stocks, bonds, mutual funds, and all other types of securities and financial instruments, whether held directly or indirectly, except commodity futures contracts and call and put options on stocks and stock indexes, (2) receive certificates and other evidences of ownership with respect to securities, (3) exercise voting rights with respect to securities in person or by proxy, enter into voting trusts, and consent to limitations on the right to vote. WITH RESPECT TO TRANSACTIONS CONCERNING COMMODITIES AND OPTIONS, the principal authorizes the agent to: (1) buy, sell, exchange, assign, settle, and exercise commodity futures contracts and call and put options on stocks and stock indexes traded on a regulated option exchange, and (2) establish, continue, modify, and terminate option accounts with a broker. WITH RESPECT TO TRANSACTIONS CONCERNING BANKS AND OTHER FINANCIAL INSTITUTIONS, the principal authorizes the agent to: (1) continue, modify, and terminate an account or other banking arrangement made by or on behalf of the principal; (2) establish, modify, and terminate an account or other banking arrangement with a bank, trust company, savings and loan association, credit union, thrift company, brokerage firm, or other financial institution selected by the agent; (3) rent a safe deposit box or space in a vault; (4) contract for other services available from a financial institution as the agent considers desirable; (5) withdraw by check, order, or otherwise money or property of the principal deposited with or left in the custody of a financial institution; 6) receive bank statements, vouchers, notices, and similar documents from a financial institution and act with respect to them; (7) enter a safe deposit box or vault and withdraw or add to the contents; (8) borrow money at an interest rate agreeable to the agent and pledge as security personal property of the principal necessary in order to borrow, pay, renew, or extend the time of payment of a debt of the principal; (9) make, assign, draw, endorse, discount, guarantee, and negotiate promissory notes, checks, drafts, and other negotiable or nonnegotiable paper of the principal, or payable to the principal or the principal’s order, transfer money, receive the cash or other proceeds of those transactions, accept a draft drawn by a person upon the principal, and pay it when due; (10) receive for the principal and act upon a sight draft, warehouse receipt, or other negotiable or nonnegotiable instrument; (11) apply for, receive, and use letters of credit, credit and debit cards, and traveler’s checks from a financial institution and give an indemnity or other agreement in connection with letters of credit; and (12) consent to an extension of the time of payment with respect to commercial paper or a financial transaction with a financial institution. WITH RESPECT TO OPERATING A BUSINESS, the principal authorizes the agent to: (1) operate, buy, sell, enlarge, reduce, and terminate a business interest; (2) act for a principal, subject to the terms of a partnership agreement or operating agreement, to: (a) perform a duty or discharge a liability and exercise a right, power, privilege, or option that the principal has, may have, or claims to have, under the partnership agreement or operating agreement, whether or not the principal is a partner in a partnership or member of a limited liability company; (b) enforce the terms of the partnership agreement or operating agreement by litigation or otherwise; and (c) defend, submit to arbitration, settle, or compromise litigation to which the principal is a party because of membership in a partnership or limited liability company; (3) exercise in person or by proxy, or enforce by litigation or otherwise, a right, power, privilege, or option the principal has or claims to have as the holder of a bond, share, or other instrument of similar character and defend, submit to arbitration or mediation, settle, or compromise litigation to which the principal is a party because of a bond, share, or similar instrument; (4) with respect to a business controlled by the principal: (a) continue, modify, renegotiate, extend, and terminate a contract made by or on behalf of the principal with respect to the business before execution of the power of attorney; (b) determine: (i) the location of its operation; (ii) the nature and extent of its business; (iii) the methods of manufacturing, selling, merchandising, financing, accounting, and advertising employed in its operation; (iv) the amount and types of insurance carried; and (v) the mode of engaging, compensating, and dealing with its accountants, attorneys, other agents, and employees; (c) change the name or form of organization under which the business is operated and enter into a partnership agreement or operating agreement with other persons or organize a corporation or other business entity to take over all or part of the operation of the business; and (d) demand and receive money due or claimed by the principal or on the principal’s behalf in the operation of the business, and control and disburse the money in the operation of the business; (5) put additional capital into a business in which the principal has an interest; (6) join in a plan of reorganization, consolidation, or merger of the business; (7) sell or liquidate a business or part of it at the time and upon the terms the agent considers desirable; (8) establish the value of a business under a buy-out agreement to which the principal is a party; (9) prepare, sign, file, and deliver reports, compilations of information, returns, or other papers with respect to a business which are required by a governmental agency or instrumentality or which the agent considers desirable, and make related payments; and (10) pay, compromise, or contest taxes or assessments and perform any other act that the agent considers desirable to protect the principal from illegal or unnecessary taxation, fines, penalties, or assessments with respect to a business, including attempts to recover, in any manner permitted by law, money paid before or after the execution of the power of attorney. WITH RESPECT TO INSURANCE AND ANNUITIES, the principal authorizes the agent to: (1) continue, pay the premium or assessment on, modify, rescind, release, or terminate a contract procured by or on behalf of the principal which insures or provides an annuity to either the principal or another person, whether or not the principal is a beneficiary under the contract; (2) procure new, different, and additional contracts of insurance and annuities for the principal and the principal’s spouse, children, and other dependents, and select the amount, type ofinsurance or annuity, and mode of payment; (3) pay the premium or assessment on, modify, rescind, release, or terminate a contract of insurance or annuity procured by the agent; (4) apply for and receive a loan on the security of a contract of insurance or annuity; (5) surrender and receive the cash surrender value; (6) exercise an election; (7) change the manner of paying premiums; (8) change or convert the type of insurance or annuity, with respect to which the principal has or claims to have a power described in this section; (9) apply for and procure government aid to guarantee or pay premiums of a contract of insurance on the life of the principal; (10) collect, sell, assign, hypothecate, borrow upon, or pledge the interest of the principal in a contract of insurance or annuity; and (11) pay from proceeds or otherwise, compromise or contest, and apply for refunds in connection with, a tax or assessment levied by a taxing authority with respect to a contract of insurance or annuity or its proceeds or liability accruing by reason of the tax or assessment. WITH RESPECT TO ESTATES, TRUSTS, AND OTHER RELATIONSHIPS IN WHICH THE PRINCIPAL IS A BENEFICIARY, the principal authorizes the agent to act for the principal in all matters that affect a trust, probate estate, guardianship, conservatorship, escrow, custodianship, or other fund from which the principal is, may become, or claims to be entitled, as a beneficiary, to a share or payment, including to: (1) accept, reject, disclaim, receive, receipt for, sell, assign, release, pledge, exchange, or consent to a reduction in or modification of a share in or payment from the fund; (2) demand or obtain by litigation or otherwise money or other thing of value to which the principal is, may become, or claims to be entitled by reason of the fund; (3) initiate, participate in, and oppose litigation to ascertain the meaning, validity, or effect of a deed, will, declaration of trust, or other instrument or transaction affecting the interest of the principal; (4) initiate, participate in, and oppose litigation to remove, substitute, or surcharge a fiduciary; (5) conserve, invest, disburse, and use anything received for an authorized purpose; and (6) transfer an interest of the principal in real property, stocks, bonds, accounts with financial institutions or securities intermediaries, insurance, annuities, and other property, to the trustee of a revocable trust created by therincipal as settlor. WITH RESPECT TO CLAIMS AND LITIGATION, the principal authorizes the agent to: (1) assert and prosecute before a court or administrative agency a claim, a claim for relief, cause of action, counterclaim, offset, or defence against an individual, organization, or government, including actions to recover property or other thing of value, to recover damages sustained by the principal, to eliminate or modify tax liability, or to seek an injunction, specific performance, or other relief; (2) bring an action to determine adverse claims, intervene in litigation, and act as amicus curiae; (3) in connection with litigation, procure an attachment, garnishment, libel, order of arrest, or other preliminary, provisional, or intermediate relief and use an available procedure to effect or satisfy a judgment, order, or decree; (4) in connection with litigation, perform any lawful act, including acceptance of tender, offer of judgment, admission of facts, submission of a controversy on an agreed statement of facts, consent to examination before trial, and binding the principal in litigation; (5) submit to arbitration or mediation, settle, and propose or accept a compromise with respect to a claim or litigation; (6) waive the issuance and service of process upon the principal, accept service of process, appear for the principal, designate persons upon whom process directed to the principal may be served, execute and file or deliver stipulations on the principal’s behalf, verify pleadings, seek appellate review, procure and give surety and indemnity bonds, contract and pay for the preparation and printing of records and briefs, receive and execute and file or deliver a consent, waiver, release, confession of judgment, satisfaction of judgment, notice, agreement, or other instrument in connection with the prosecution, settlement, or defense of a claim or litigation; (7) act for the principal with respect to bankruptcy or insolvency, whether voluntary or involuntary, concerning the principal or some other person, or with respect to a reorganization, receivership, or application for the appointment of a receiver or trustee which affects an interest of the principal in property or other thing of value; and (8) pay a judgment against the principal or a settlement made in connection with litigation and receive and conserve money or other thing of value paid in settlement of or as proceeds of a claim or litigation. WITH RESPECT TO PERSONAL AND FAMILY MAINTENANCE, the principal authorizes the agent to: (1) perform the acts necessary to maintain the customary standard of living of the principal, the principal’s spouse, children, and other individuals customarily or legally entitled to be supported by the principal, including providing living quarters by purchase, lease, or other contract, or paying the operating costs, including interest, amortization payments, repairs, and taxes, on premises owned by the principal and occupied by those individuals; (2) provide for the individuals described under (1) normal domestic help, usual vacations and travel expenses, and funds for shelter, clothing, food, appropriate education, and other current living costs; (3) pay on behalf of the individuals described under (1) expenses for necessary medical, dental, and surgical care, hospitalization, and custodial care; (4) act as the principal’s personal representative pursuant to sections 1171 through 1179 of the Social Security Act, 42 U.S.C. Section 1320d (sections 262 and 264 of Public Law 104-191) [or successor provisions] and applicable regulations, in making decisions related to the past, present, or future payment for the provision of health care consented to by the principal or anyone authorized under the law of this state to consent to health care on behalf of the principal; (5) continue any provision made by the principal, for the individuals described under (1), for automobiles or other means of transportation, including registering, licensing, insuring, and replacing Them; (6) maintain or open charge accounts for the convenience of the individuals described under (1) and open new accounts the agent considers desirable to accomplish a lawful purpose; and (7) continue payments incidental to the membership or affiliation of the principal in a church, club, society, order, or other Organization or to continue contributions to those organizations. WITH RESPECT TO BENEFITS FROM SOCIAL SECURITY, MEDICARE, MEDICAID, OTHER GOVERNMENTAL PROGRAMS, OR CIVIL OR MILITARY SERVICE, the principal authorizes the agent to: (1) execute vouchers in the name of the principal for allowances and reimbursements payable by the United States or a foreign government or by a state or subdivision of a state to the principal, including allowances and reimbursements for transportation of the individuals described in Section 212(1), and for shipment of their household effects; (2) take possession and order the removal and shipment of property of the principal from a post, warehouse, depot, dock, or other place of storage or safekeeping, either governmental or private, and execute and deliver a release, voucher,0 receipt, bill of lading, shipping ticket, certificate, or other instrument for that purpose; (3) prepare, file, and prosecute a claim of the principal to a benefit or assistance, financial or otherwise, to which the principal claims to be entitled under a statute or governmental regulation; (4) prosecute, defend, submit to arbitration or mediation, settle, and propose or accept a compromise with respect to any benefit or assistance the principal may be entitled to receive under a statute or governmental regulation; and (5) receive the financial proceeds of a claim of the type described in paragraph (3) and conserve, invest, disburse, or use anything so received for a lawful purpose. WITH RESPECT TO RETIREMENT PLANS, the principal authorizes the agent to: (1) select a payment option under a retirement plan in which the principal participates, including a plan for a self-employed individual; (2) make voluntary contributions to those plans; (3) exercise the investment powers available under a self-directed retirement plan; (4) make a rollover of benefits into another retirement plan; (5) if authorized by the plan, borrow from, sell assets to, purchase assets from, or request distributions from the plan; and (6) waive the right of the principal to be a beneficiary of a joint or survivor annuity if the principal is a spouse who is not employed. WITH RESPECT TO TAX MATTERS, the principal authorizes the agent to: (1) prepare, sign, and file federal, state, local, and foreign income, gift, payroll, Federal Insurance Contributions Act, and other tax returns, claims for refunds, requests for extension of time, petitions regarding tax matters, and any other tax-related documents, including receipts, offers, waivers, consents, including consents and agreements under the Internal Revenue Code, 26 U.S.C. Section 2032A [or successor provisions], closing agreements, and any power of attorney required by the Internal Revenue Service or other taxing authority with respect to a tax year upon which the statute limitations has not run and the following 25 tax years; (2) pay taxes due, collect refunds, post bonds, receive confidential information, and contest deficiencies determined by the Internal Revenue Service or other taxing authority; (3) exercise any election available to the principal under federal, state, local, or foreign tax law; and (4) act for the principal in all tax matters for all periods before the Internal Revenue Service, and any other taxing authority. WITH RESPECT TO GIFTS, the principal authorizes the agent to make gifts of any of the principal’s property to individuals or organizations within the limits of the annual exclusion under the Internal Revenue Code, 26 U.S.C. Section 2503(b) [or successor provisions], as the agent determines to be in the principal’s best interest based on all relevant factors, including: (1) the value and nature of the principal’s property; (2) the principal’s foreseeable obligations and need for maintenance; 3) minimization of income, estate, inheritance, generation-skipping transfer or gift taxes; (4) eligibility for public benefits or assistance under a statute or governmental regulation; and (5) the principal’s personal history of making or joining in making gifts. WITH RESPECT TO DELEGATION OF AGENCY AUTHORITY, the principal authorizes the agent to delegate revocably by writing or other record to one or more persons a power granted to the agent by the principal. If the attorney-in-fact named above is unable or unwilling to serve, I appoint _______________________________________________________________ (printed name), of (address) ___________________________________________________________________ , to be my attorney-in-fact for all purposes hereunder. To induce any third party to rely upon this power of attorney, I agree that any third party receiving a signed copy or facsimile of this power of attorney may rely upon such copy, and that revocation or termination of this power of attorney shall be ineffective as to such third party until actual notice or knowledge of such revocation or termination shall have been received by such third party. I, for myself and for my heirs, executors, legal representatives and assigns, agree to indemnify and hold harmless any such third party from any and all claims that may arise against such third party by reason of such third party having relied on the provisions of this power of attorney. This power of attorney shall not be effective in the event of my future disability or incapacity. This power of attorney may be revoked by me at any time and is automatically revoked upon my death. My attorney-infact shall no be compensated for his or her services nor shall my attorney-in-fact be liable to me, my estate, heirs, successors, or assigns for acting or refraining from acting under this document, except for willful misconduct or gross negligence. Dated: ___________________________________________ Signature and Declaration of Principal I, ________________________________________________ (printed name), the principal, sign my name to this power of attorney this ___________day of ______________ and, being first duly sworn, do declare to the undersigned authority that I sign and execute this instrument as my power of attorney and that I sign it willingly, or willingly direct another to sign for me, that I execute it as my free and voluntary act for the purposes expressed in the power of attorney and that I am eighteen years of age or older, of sound mind and under no constraint or undue influence. _________________________________________________________ Signature of Principal Witness Attestation I, __________________________________________________ (printed name), the first witness, and I, _____________________________________________ (printed name), the second witness, sign my name to the foregoing power of attorney being first duly sworn and do declare to the undersigned authority that the principal signs and executes this instrument as his/her power of attorney and that he\she signs it willingly, or willingly directs another to sign for him/her, and that I, in the presence and hearing of the principal, sign this power of attorney as witness to the principal’s signing and that to the best of my knowledge the principal is eighteen years of age or older, of sound mind and under no constraint or undue influence. _____________________________________________ Signature of First Witness _____________________________________________ Signature of Second Witness Notary Acknowledgment State of ______________________________ County of _______________________________Subscribed, sworn to and acknowledged before me by _________________________________, the Principal, and subscribed and sworn to before me by ________________________________, and ______________________________________, the witnesses, this ____________ day of _______________ . ___________________________________________ Notary Signature Notary Public, In and for the County of _____________________ State of ________________________ My commission expires: ____________________________________________ Seal Acknowledgment and Acceptance of Appointment as Attorney-in-Fact I, ____________________________________________________, (printed name) have read the attached power of attorney and am the person identified as the attorney-in-fact for the principal. I hereby acknowledge that I accept my appointment as attorney-in-fact and that when I act as agent I shall exercise the powers for the benefit of the principal; I shall keep the assets of the principal separate from my assets; I shall exercise reasonable caution and prudence; and I shall keep a full and accurate record of all actions, receipts and disbursements on behalf of the principal. ___________________________________________ _______________________ Signature of Attorney-in-Fact Date Acknowledgment and Acceptance of Appointment as Successor Attorney-in-Fact I, _____________________________________________, (printed name) have read the attached power of attorney and am the person identified as the successor attorney-in-fact for the principal. I hereby acknowledge that I accept my appointment as successor attorney-in-fact and that, in the absence of a specific provision to the contrary in the power of attorney, when I act as agent I shall exercise the powers for the benefit of the principal; I shall keep the assets of the principal separate from my assets; I shall exercise reasonable caution and prudence; and I shall keep a full and accurate record of all actions, receipts and disbursements on behalf of the principal. _________________________________________ __________________________ Signature of Successor Attorney-in-Fact Date Download Word Document In English. (Rs.40/-)
- Website Development Agreement
Website Development Agreement D ownload Word Document In English. (Rs.40/-) This Website Development Agreement (“Agreement”) is made and entered into between ________________________________ [insert the full legal name of the broker, brokerage firm, sales licensees, or MLS], a(n) _______________________________ [state that the website owner is an individual if a broker or sales licensee is entering into the agreement or insert the entity type if an MLS is entering into the agreement] (“Owner”) and ___________________________, a(n) ________________________ [insert entity type or state that developer is an individual, as applicable] (“Developer”). Owner has agreed to engage Developer to design and develop a website (the “Website”) for Owner for display of certain real estate listings, and Developer has agreed to design and develop the Website in accordance with the terms of this Agreement. In exchange for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Owner and Developer agree as follows: 1. Developer’s Responsibilities. Developer agrees to design and develop the Website in accordance with (a) the specifications which are set forth on the attached Schedule A to this Agreement, and the other instructions and materials provided by Owner from time-to-during the terms of this Agreement (the “Specifications”), and (b) the development schedule set forth on the attached Schedule B to this Agreement (the “Development Schedule”). 2. Website Design. a. Design. The design of the Website shall be in substantial conformity with the Specifications. Developer shall develop the Website to project the highest professional image. b. Materials Provided by Owner. All materials, text, graphics and other content for the Website to be supplied by Owner (the “Owner Content”) may be provided in soft format such as on CD - Rom, DVD or via email. Files will be provided in HTML format, standard word processing text format, or, if images, digitally in TIFF, GIF, JPEG, or Photoshop format. Owner agrees to provide all Owner Content within a reasonable time for Developer to timely meet the requirements of the Development Schedule or as otherwise specified in the Development Schedule. c. Accessibility During Development. Throughout the development of the prototype and the final Website, the Website shall be accessible to Owner. Until Owner has approved the final Website, none of the web pages for the Website will be accessible to end users. d. Delivery of Deliverables. Upon Owner’s approval of the final Website, or upon termination of this Agreement, whichever occurs earlier, Developer shall deliver to Owner all code, documentation, reports, images, artwork, text, and other materials developed by Developer in the course of its performance under this Agreement and any other terms reasonably necessary for the operation of the Website, other than third party operating system software, third party networking software, web browsers, and hardware, and all changes and enhancements thereto (the “Deliverables”). Documentation shall be delivered in printed format and in electronic format. Code shall be delivered in electronic format. Developer shall maintain its backups and one set of the Deliverables for a period of six (6) months after Owner’s approval of the final Website. If this Agreement is terminated prior to final approval, or upon expiration of the six-month period, Developer will destroy all of its copies of the Deliverables, including all backups thereof, and permanently destroy all files constituting final or working copies of any Deliverables from Developer’s computers and back-up materials unless otherwise directed in writing by Owner. 3. Domain Name. The Website shall have the domain name designated by Owner (the “Domain Name”). Owner shall register the Domain Name or, at Owner’s option and upon Owner’s request, Developer shall register the Domain Name on Owner’s behalf. Unless otherwise agreed in writing by the parties, Owner shall be listed as the registrant, and administrative and technical contact for the Domain Name. Owner shall reimburse Developer for any registration fees incurred by Developer in registering the Domain Name for Owner. If, by agreement of the parties, Developer is listed as the registrant or technical or administrative contact for the Domain Name, then Developer shall maintain and renew registration of the Domain Name, and pay any applicable fees associated therewith, throughout the term of this Agreement. If, by agreement of the parties, Developer is listed as the registrant or technical or administrative contact for the Domain Name, then upon any termination of this Agreement for any reason, Developer shall take all action necessary to transfer the name of registrant and the technical and administrative contact information for the Domain Name to Owner or designee of Owner within five (5) days of termination of this Agreement, or within five (5) days of Owner providing such information or taking such action as required to effectuate the transfer. 4. Fees. Owner agrees to pay Developer the amounts and in accordance with the payment terms set forth on the attached Schedule C to this Agreement. If there is a dispute with regard to whether work was actually completed or whether an invoice is properly payable, the amount of the invoice in dispute shall not be due until the dispute is resolved. 5. Expenses. Except as expressly agreed otherwise in writing by Owner, Developer shall bear all of its own expenses arising from its performance of its obligations under this Agreement. Owner shall have no obligation to provide office space, work facilities, equipment, clerical services, programming services, or the like. 6. Future Development and Enhancements and License. Owner and Developer agree and acknowledge that Owner may from time-to-time after termination of this Agreement request that Developer enhance, update, create new versions, create bug fixes, or otherwise modify the Website (“Enhancements”). Owner shall have no obligation to engage Developer in connection with any Enhancements. Developer shall charge Owner for such services at Developer’s current standard published hourly rate. Developer agrees that such rates will not increase by more than ten percent (10%) during any calendar year and that such rates will not increase more than one (1) time in any two (2) calendar year period. Developer agrees to assign, and hereby assigns all right, title and interest, including all copyright rights and other intellectual property rights, in and to the Enhancements to Owner. Upon completion, all Enhancements shall be included in the definition of the Deliverables under this Agreement and shall be governed by the terms and conditions of this Agreement. Owner hereby grants to Developer a revocable, non-exclusive license to use and access the Website for the sole purpose of creating Enhancements. This license may be terminated by Owner at any time. 7. Confidential Information of Owner. a. Developer acknowledges that Developer may have access to information of Owner that is considered by Owner to be confidential or proprietary including, without limitation, real property listing information, including all intellectual property rights, trade secrets, copyrights, customer lists, and customer information (“Confidential Information”). Confidential Information does not include information that (a) has been made public by an act or omission by a party other than Developer; (b) Developer receives from an unrelated third party without restriction on disclosure and without breach of a nondisclosure obligation; (c) Developer knew prior to receiving such information; or (d) Developer develops independently without use of Confidential Information. Developer agrees to maintain as confidential and not disclose the Confidential Information to any third party and will not use any Confidential Information for any purpose other than for the performance of its obligations under this Agreement. Developer agrees to use all reasonable efforts to prevent any unauthorized disclosure of Confidential Information disclosed by Owner under this Agreement. b. Developer acknowledges and agrees that Owner does not wish to receive from Developer any confidential information of Developer or of any third party. Developer represents and warrants that any information provided to Owner in connection with this Agreement shall not be confidential or proprietary to Developer or any third party. c. Developer shall immediately notify Owner upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement, and will cooperate with Owner in every reasonable way to regain possession of the Confidential Information and prevent its unauthorized use. 8. Ownership of Owner Content. Developer acknowledges and agrees that all Owner Content is a proprietary, original work of authorship of Owner, or licensed or assigned to Owner, and is protected under United States copyright, trademark, patent and trade secret laws of general applicability. Developer further acknowledges and agrees that all right, title, and interest in and to the Owner Content, and any portion of the Owner Content, together with all modifications, enhancements, and derivative works of the Owner Content, whether or not made by Developer, including all copyright rights, are and shall remain with Owner or its licensors. Developer agrees to assign and transfer and does hereby irrevocably assign and transfer to Owner any and all right, title, and interest, including all copyright rights and other intellectual property rights, and all actions and causes of action related to the foregoing, and all damages, profits, and other recoveries related thereto, which Developer may have or acquire in and to the Owner Content and any and all modifications or derivative works made by Developer to the Owner Content. Developer agrees to execute all documents and take all action reasonably requested by Owner in connection with the assignment of rights to Owner. Developer agrees that it will not challenge or take any action inconsistent with Owner’s rights to the Owner Content. 9. Trademarks. Owner grants to Developer a limited, non-exclusive, revocable license to use the trademarks of Owner solely for use on the Website and in exactly the form designated by Owner. The license granted under this Section 9 of this Agreement may be terminated at any time by Owner, in its sole discretion, upon ten (10) days notice. Developer agrees and acknowledges that the license of the Owner’s trademarks is made without any representations or warranties of any kind or nature. Owner does not make any representations or warranties regarding title to any Owner trademark, the rights of any other persons or entities to the Owner trademarks, or with regard to the enforceability of any rights to any Owner trademark. Except as provided in this Section 9 of this Agreement, no other right is granted to Developer under this Agreement with respect to any trademarks of Owner. Developer agrees that it will not file any applications or assert any rights to any of Owner’s trademarks in the United States, or any other country or territory. 10. Ownership of Deliverables. a. Owner and Developer intend that, except as set forth below, all elements of all Deliverables shall be exclusively owned by Owner, and Owner shall exclusively own all copyrights and all other intellectual property rights in the Deliverables. Accordingly, Developer agrees to assign and transfer and does hereby irrevocably assign and transfer to Owner any and all right, title, and interest, including all copyright rights and other intellectual property rights, and all actions and causes of action related to the foregoing, and all damages, profits, and other recoveries related thereto, which Developer may have or acquire in and to any and all Deliverables. Such rights, title, and interest shall be deemed assigned as of the moment of creation without the necessity of any further action on the part of either party. Developer agrees to take all action and execute and deliver to Owner all documents requested by Owner in connection with the transfer and assignment of rights in and to the Deliverables to Owner, and any copyright application for and registration of the Deliverables or any elements of the Deliverables. If the foregoing assignment is determined to be unenforceable for any reason, Developer hereby grants to Owner an exclusive, non-revocable, worldwide, fully paid, copyright license to sublicense through multiple tiers, perform, publish, display, reproduce, create derivative works of, and distribute any or all of the Deliverables or any derivative works thereof. b. In the event that any portion of any Deliverable, including the entirety thereof, constitutes a preexisting work for which Developer cannot grant to Owner the rights set forth in this Section 10 (a “Preexisting Work”), Developer shall specify in writing (1) the nature of such Preexisting Work; (2) its owner; (3) any restrictions or royalty terms applicable to Developer’s or Owner’s use of such Preexisting Work or Owner’s exploitation of the Deliverable as a derivative works thereof; and (4) the source of Developer’s authority to employ the Preexisting Work in the preparation of the Deliverable, and Developer shall grant to Owner a non-exclusive, non-revocable, worldwide, fully paid license to use the Preexisting Work in any manner consitent with this Agreement. The only preexisting works that may be used in the construction of the Website or any Deliverables are the Preexisting Works that may be approved in writing by Owner prior to their use. c. In the event for any reason, after reasonable effort, Developer fails to execute and deliver to Owner any document requested by Owner under Section 10.b of this Agreement, Developer hereby irrevocably designates and appoints Owner, and its officers and agents, as Developer’s attorney in fact, which appointment is coupled with an interest, to act for and in behalf of Developer to execute, verify, and file any such documents and to do all other lawfully permitted acts to further the purposes of this Agreement with the same legal force and effect as if executed by Developer. Developer hereby waives any and all claims, of any nature whatsoever, which Developer now or may hereafter have for infringement of the Deliverables assigned to Owner under this Agreement. 11. Copyright Notices. Developer shall include on the Website any and all copyright or other notices as requested by Owner. 12. Work Only by Developer. Excepting any co-developer who is engaged by Owner to co-develop the Website with Developer, no individuals or entities other than Developer and Developer’s employees shall undertake any work in connection with this Agreement. Developer shall obtain and maintain in effect written agreements with each of its employees who participate in any of Developer’s work under this Agreement, which agreements shall contain terms sufficient for Developer to comply with all provisions of this Agreement and to support all grants and assignments of rights and ownership under this Agreement. Such agreements also shall impose an obligation of confidentiality on such employees with respect to Owner’s Confidential Information. 13. Indemnification/No Infringement. In performing services under this Agreement, Developer agrees not to design, develop, or provide to Owner any items, including any Deliverables, that infringe any patents, copyrights, trademarks or other intellectual property rights, including trade secrets, privacy, or other rights of any person or entity. If Developer becomes aware of any such possible infringement in the course of performing any work hereunder, Developer shall immediately notify Owner in writing. Developer agrees to indemnify, defend, and hold Owner, its officers, directors, members, employees, representatives, agents, and the like harmless for any such alleged or actual infringement of the rights of a third party, including any patent, copyright, trademark, trade secret, privacy, or other intellectual property or proprietary rights, and for any liability, debt, or other obligation arising out of or resulting from any breach by Developer of this Agreement, performance or failed performance under this Agreement, or use of any Deliverables. This indemnification shall include Owner’s attorney fees and expenses. Owner shall have the right, at its option, to control its own defense and engage counsel acceptable to Owner. 14. Developer’s Representations and Warranties. Developer represents and warrants to Owner as follows: a. No Conflict. Developer is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by Developer under this Agreement. Owner understands that Developer is currently working on one or more similar works for other customers. Provided that those works do not interfere or conflict with Developer’s obligations under this Agreement, those works shall not constitute a violation of this Agreement by Developer. b. Ownership Rights. (1) Developer is and will be the sole author of all works employed by Developer in preparing any and all Deliverables other than Preexisting Works; (2) Developer has and will have full and sufficient right to assign or grant the rights and/or licenses granted in the Deliverables pursuant to this Agreement; (3) all Deliverables other than Preexisting Works have not been and will not be published under circumstances that would cause a loss of copyright therein; and (4) all Deliverables, including all Preexisting Works, do not and will not infringe any patents, copyrights, trademarks or other intellectual property rights, including trade secrets, privacy, or similar rights of any person or entity, nor has any claim, whether or not embodied in an action, past or present, of such infringement been threatened or asserted, nor is such a claim pending against Developer or, insofar as Developer is aware, against any entity from which Developer has obtained such rights. c. Conformity, Performance, and Compliance. (1) all Deliverables shall be prepared in a workmanlike manner and with professional diligence and skill; (2) all Deliverables will function under standard HTML conventions; (3) all Deliverables will conform to the specifications and functions set forth in this Agreement; and (4) Developer will perform all work under this Agreement in compliance with applicable laws. Developer will repair any Deliverable that does not meet this warranty within a reasonable period of time if the defect affects the usability of the Website, and otherwise will repair the defect within twenty four (24) hours, such repairs to be free of charge to Owner. This warranty does not cover links that change over time, pages that become obsolete over time, content that becomes outdated over time, or other changes that do not result from any error on the part of Developer. d. The media on which the Deliverables is or will be contained shall not knowingly contain any computer instructions which purpose is to disrupt, damage or interfere with the use of any other computer programs or computer telecommunications facilities for their commercial purposes, or perform functions which are not an appropriate part of the functionality of the applicable computer programs, and which result is to disrupt the use or operation of such computer programs. The Deliverables shall not knowingly contain any virus, worm, trojan horse, or other similar code, or any mechanism which electronically notifies the user of any fact or event, nor any key, node lock, time-out, logic bomb or other function, implemented by any means, which may restrict use of or access to any programs, data or equipment. 15. Independent Contractor. Developer, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall be construed as constituting an employment, joint venture, or partnership relationship between Developer and Owner. Developer shall be solely responsible for and shall hold Owner harmless for any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, FICA, and workmen’s compensation. 16. Injunctive Relief. Owner and Developer agree that any default under or breach of Sections 2.d, 7, 8, 9, 10, , 11, and 12 of this Agreement will result in immediate and irreparable injury and harm to Owner, which shall have, in addition to any and all remedies of law and other consequences under this Agreement, the right to an injunction, specific performance or other equitable relief to prevent the default under or breach of this Agreement. The forgoing remedies shall in no way limit any other remedies which Owner may have, including, without limitation, the right to seek monetary damages. 17. Termination. Unless earlier terminated in accordance with this Section 17, this Agreement shall continue in effect until the Website is operational and has been accepted by Owner. Owner may, at its sole option, terminate this Agreement immediately upon written notice to Developer. Upon receipt of notice of such termination, Developer shall inform Owner of the extent to which performance has been completed through the date of termination and collect and deliver to Owner whatever work product and Deliverables then exist in a manner prescribed by Owner. Developer may not terminate this Agreement except upon the occurrence of a material default by Owner which has not been cured within thirty (30) days after written notice to Owner. Sections 2.d, 3, 6, 7, 8, 9, 10, 13, 16, 17, and 18 of this Agreement shall survive any termination of this Agreement. 18. General. a. Costs of Litigation. If any action is brought by either party to this Agreement against the other party regarding the subject matter of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees, costs, and expenses of litigation. b. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state of __________. Developer acknowledges that by entering into this Agreement, and providing services under this Agreement, Developer has transacted business in the state of ________. By transacting business in the state of ___________ by agreement, Developer voluntarily submits and consents to, and waives any defense to the jurisdiction of courts located in ___________ County, state of __________, as to all matters relating to or arising from this Agreement. c. No Assignment. Developer may not assign or delegate, sublicense or otherwise transfer this Agreement, or its services to be performed or obligations under this Agreement. d. Waiver. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement. e. Severability. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision, and such invalid term, clause or provision shall be deemed to be severed from the Agreement. f. Integration. This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. All schedules referenced in this Agreement shall be incorporated into this Agreement by this reference. This Agreement shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement. Dated effective _________________, 20__. OWNER: Printed Name of Owner: ____________________________________ Signature: ________________________________________ Printed Name and Title of Signatory (if Owner is a business entity or brokerage firm): ___________________________ ________________________________________ DEVELOPER Printed Name of Developer: ____________________________________ Signature: ______________________________________ Printed Name and Title of Signatory (if Developer is a business entity): _______________________________ ________________________________________
- Warrant of Arrest in Execution
Warrant of Arrest in Execution (O.21, R.38.) (Title) To The Bailiff of the Court. WHEREAS.............. was adjudged by a decree of the Court in Suit No........... of 19............, dated the............day of.........19..........., to pay to the decree-holder the sum of Rs............as noted in the margin and whereas the said sum of Rs. has not been paid to the said decree-holder in satisfaction of the said decree; These are to command you to arrest the said judgment-debtor and unless the said judgment-debtor shall pay to you the said sum of Rs............together with Rs............ for the costs of executing this process, to bring the said defendant before the Court with all convenient speed. Decree Principal ............ Interest ............ Costs ............ Execution ............ Total ............ You are further commanded to return this warrant on or before the day of 19..........., with an endorsement certifying the day on which and manner in which it has been executed, or the reason why it has not been executed. GIVEN under my hand and the seal of the Court, this............day of............19................ Judge. Download Word Document In English. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)
- NOC for Employees to Work in Other Organization
NOC for Employees to Work in Other Organization Date: _______________ Ref No. _____________ To Whomsoever It May Concern This is to claim that the workers of our organization are skillful and they are allowed to do work in any other company on contract or part time basis. The management has no objection upon their working. This No Objection Certificate is issued on particular request of employees and may be useful for them in future or as per requirement of any other organization. If any further queries are to be discussed, you can feel free to contact. Yours Sincerely, (Sign & Stamp) HR Officer, Company Name Download Word Document In English. (Rs.15/-)
- Guaranty
Guaranty Whereas, _______ (customer) ____________, (hereinafter called the "Borrower"), desires to transact business with and obtain credit or a continuation of credit from _____ (creditor) _____________________, a state of incorporation corporation (hereinafter called "Creditor''); Whereas, Creditor is unwilling to extend or continue credit to the Borrower unless it receives a guaranty of the undersigned covering the Liabilities of the Borrower to Creditor, as hereinafter defined. Now, therefore, in consideration of the premises and of other good and valuable consideration and in order to induce Creditor from time to time, in its discretion, to extend or continue credit to the unconditionally, to Creditor the payment of all liabilities of the Borrower to Creditor of whatever nature, whether now existing or hereafter incurred, whether created directly or acquired by Creditor by assignment or otherwise, whether matured or unmatured and whether absolute of contingent (all of which are herein collectively referred to as the "Liabilities of the Borrower"). The undersigned agrees that, with or without notice or demand, the undersigned shall reimburse Creditor, to the extent that such reimbursement is not made by the Borrower, for all expenses (including counsel fees) incurred by Creditor in connection with any of the Liabilities of the Borrower or the collection thereof. This guaranty is a continuing guaranty and shall remain in full force and effect irrespective of any interruptions in the business relations of the Borrower with Creditor; provided, however, that the undersigned may be noticed in writing, delivered personally to or received by registered mail by the Credit Manager of Creditor at Creditor's Address, terminate this guaranty with respect to all Liabilities of the Borrower incurred or contracted by the Borrower or acquired by Creditor after the date on which such notice is so delivered or received. All monies available to Creditor for application in payment or reduction of the Liabilities of the Borrower may be applied by Creditor in such manner and in such amounts and at such time or times as it may see fit to the payment or reduction of such of the Liabilities of the Borrower as Creditor may elect, and the obligations pursuant to this guaranty shall not be affected by any surrender or release by the Borrower of any other security held by it for any claim hereby guaranteed. The undersigned hereby waives (a) notice of acceptance of this guaranty and of extensions of credit by Creditor to the Borrower (b) presentment and demand for payment of any of the Liabilities of the Borrower (c) protest and notice of dishonor or default to the undersigned or to any other party with respect to any of the Liabilities of the Borrower; (d) all other notices to which the undersigned might otherwise be entitled; and (e) any demand for payment under this guaranty. This is a guaranty of payment and not of collection and the undersigned further waives any right to require that any action be brought against the Borrower or any other person or to require that: resort be had to any security Or to any balance of any deposit account or credit on the books of Creditor in favor of the Borrower or any other person. No delay on the part of Creditor in exercising any rights hereunder or failure to exercise the same shall operate as a waiver of such rights; no notice to or demand on the undersigned shall be deemed to be a waiver of the obligations of the undersigned or of the right of Creditor to take further action without notice or demand as provided herein; not in any event shall any modifications or waiver of the provisions of this guaranty be effective unless in writing nor shall any such waiver be applicable except in the specific instance for which given. This guaranty is, and shall be deemed to be, a contract entered into under and pursuant to the laws of the state of ___ (your location)___ and shall be in all respects governed, construed, applied and enforced in accordance with the laws of said State, and no defense given or allowed by the laws of any other state shall be interposed in any action hereon unless defense is also given or allowed by the laws of the State of __ (borrower’s location) . By: _______________________________________ (Name of Guarantor) Address: ____________________________________________________ ____________________________________________________ Repeat guarantors as necessary Witness: _____________________________________________ Download Word Document In English. (Rs.20/-)
- Website Maintenance Agreement
Download Word Document In English. (Rs.40/-) Website Maintenance Agreement This agreement is between Company/Developer and Client/company, the Client. Client is contracting Company/Developer as a provider of web site maintenance services. Services not considered 'standard website maintenance' are subject to be charged at a regular hourly rate of £20, and will not be considered part of this contract. The minimum charge for maintenance is £00, any additional work that is included in this agreement will be charged at £20/per hour. What IS included in this agreement: Edit, revise, update or create new textual/minor graphical content. Consultation, and guidance on the use of the web site. Onpage SEO such as Meta tags (title, description, keywords), alt tag, h1, h2, h3. Regular monitoring and updating to ensure impeccable performance across all major browsers due to the fact that not all browsers render sites in the same way. Protection against hackers from gaining access to your site. We can also protect your emails from spam attacks, which can be troublesome and frequent if not dealt with efficiently. Regular and thorough backups of your site so that it may be fully restored in case of loss. We’re here should you need us for consultation and advice. Monitoring your website functionality to ensure that everything is working as it should and upgrade where necessary. Some plugins may become outdated and no longer work with the newest version of your website software. Plugins may need upgrading to accommodate the newer version, or become obsolete with the improvements in the website software. Downtime is highly inconvenient for any website owner and when it happens it is important to have someone on hand to help. We can assist you by liaising with the hosting company to sort out the situation as quickly as possible. *When your site is offline you need immediate technical support, We ensure that option is available and deal with any issues ourselves so you don’t have to. What is NOT included in this agreement: Web site redesign, re-alignment or re-development equalling more than 50% change to web page, web site, web graphics on the website (i.e. 4 graphics on website, and you want 3 changed, there is a charge for anything above 2, meaning 50%) CMS design or integration including but not limited to blogs, shopping carts and web forums. These require a separate design agreement. Total Agreement: Company/Developer shall provide Client with minor updates to the web site for an indefinite period of within this contract. The contract will be paid on a Monthly Basis with the 1st payment due as soon as initial work is complete and each payment due around the date of initial payment of each month. During the duration of this contract, the Client agrees that Company/Developer will be the sole provider of maintenance services for the web site, and no other party will have access to or rights to change the web site. If a party other than Company/Developer makes changes to the web site, any errors that are created must be repaired and will be charged for at the hourly rate specified above. Minor updates should not exceed more than 50% of the content on any single site page, THE PERCENTAGE TO BE DETERMINED BY COMPANY/DEVELOPER. Deadlines & Deliverables: Company/Developer will respond to all maintenance requests from Client within 24 hours on weekdays and 48 hours on weekends, via email or phone, with a confirmation that the request was received, and an estimated completion date for each action item in the request. Maintenance requests received after 18:00 GMT may not be completed until the next business day unless prior arrangements have been made. Most work will be done within this time frame, this is mostly precautionary. Company/Developer will adhere to all quoted deadlines for the deliverables in the maintenance requests at all possible costs. In the event that Company/Developer has any issues in delivering on a quoted deadline, Client will be notified via email or telephone the reasoning for any change. Additional Services: Any revisions, additions or redesign Client requests Company/Developer to perform that is not specified in this document shall be considered "additional" and will require separate agreement and payment. Company/Developer shall advise Client on any requested work that falls within these bounds. Authorisation: Client hereby authorises Company/Developer to access their web hosting account, providing active user name / password combinations for access to the server via FTP, assuring that 'write permissions' are in place on said hosting provider. Legal: This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom applicable therein. Signing this document means you agree to the terms of this document “Web Maintenance Agreement”.
- Share Holder agreement
Shareholder Agreement Template THIS AGREEMENT, dated [AGREEMENT DATE] is entered into amongst the following individuals constituting all of the current shareholders of [CORPORATION] (“Corporation”): [SHAREHOLDER 1] [SHAREHOLDER 2] [SHAREHOLDER 3] [SHAREHOLDER 4] (referred to collectively as “Shareholders” and individually as “Shareholder”) and the Corporation. Article 1 – Purpose of Agreement 1.1 The Shareholders are all the shareholders of the Corporation, a [STATE OF INCORPORATION] corporation and are the sole Directors and Officers of the Corporation. 1.2. The Shareholders are entering into this Shareholder Agreement to provide for the management and control of the affairs of the Corporation, including management of the business, division of profits, disposition of shares, and distribution of assets on liquidation. Article 2 – Shares Subject to Agreement 2.1. The Shareholders listed above own the number of shares of common stock, and approximate percentage of company ownership, as listed below: Name Number of Shares Percentage of Ownership [SHAREHOLDER 1] [SHARES 1] [PERCENT 1] [SHAREHOLDER 2] [SHARES 2] [PERCENT 2] [SHAREHOLDER 3] [SHARES 3] [PERCENT 3] [SHAREHOLDER 4] [SHARES 4] [PERCENT 4] 2.2. The shares listed above constitute all of the issued and outstanding capital stock of the Corporation. The Corporation acknowledges receipt from each Shareholder of the full consideration for the respective shares listed above, and each Shareholder acknowledges receipt of certificates representing his or her shares. All of the shares listed above and any additional shares of the capital stock of the Corporation that may be acquired by the Shareholders in the future shall be subject to this Agreement. Article 3 – Management and Control 3.1. Board of Directors. Subject to termination in accordance with this Agreement, each Shareholder to this Agreement will be a director of the Corporation. 3.2. Authority of Directors. During the term of this Agreement, the directors will, when appropriate, perform the following acts: 3.2.1. Determine in good faith the “current assets” of the Corporation for purposes of corporate distributions as required by the California Corporations Code; 3.2.2. Cause an quarterly report to be sent to the Shareholders not later than 30 days after the close of the quarter year, such quarterly report will be used to identify and approve any distributions in accordance with this Agreement; 3.2.3. After filing the Corporation’s original Articles of Incorporation, file any informational certificates that may be required by the California Secretary of State; 3.2.4. Cause the Corporation to maintain the books, records, and other documents required by California law; 3.2.5. Use best efforts to cause the business of the corporation in accordance with sound business practices. 3.3. President. Subject to the limitations in Section 3.7, the President of the Corporation will be its managing officer. The President will control the day-to-day operations of the business and affairs of the Corporation, including the following: [PRESIDENT ACTIONS W/O APPROVAL]. 3.4. Vice President. Subject to the limitations in Section 3.7, the Vice President of the Corporation will [VICE PRESIDENT DUTIES]. 3.5. Treasurer. Subject to the limitations in Section 3.7, the Treasurer of the Corporation will [TREASURER DUTIES]. 3.6. Secretary. Subject to the limitations in Section 3.7, the Secretary of the Corporation will [SECRETARY DUTIES]. 3.7. Limitations on actions of officers. The following actions shall not be made by any one Officer without the approval of all Officers of the Corporation: [JOINT APPROVAL REQUIRED ACTIONS]. 3.8. Approval of All Shareholders. Notwithstanding any contrary provisions in this Shareholder Agreement, the written consent of all of the Shareholders is required to approve the following actions: mergers or consolidations involving the Corporation; amendment or repeal of the Articles of Incorporation of the Corporation; issuance of shares of any class or other rights relating to the issuance of shares of the Corporation; transfer of all, or substantially all, the assets of the Corporation; amendment of this Shareholder Agreement; or voluntary dissolution of the Corporation. 3.9. Employment of Shareholders. Shareholders may be employed as officers of the Corporation, as long as they hold shares of stock of the Corporation, are active in its business, and, in a satisfactory manner, perform their duties and responsibilities as set forth in this Agreement, the Articles of Incorporation and the Bylaws of the Corporation. The title, duties, and the other terms of employment, including the annual salary, will be memorialized in a separate document and must be both approved, and only may be subsequently altered, only by the unanimous written consent of the Shareholders. Article 4 – Noncompetition and Trade Secrets 4.1. Noncompetition. Each Shareholder agrees that as long as he or she is the owner, or in control of, any of the Corporation’s shares, the Shareholder will not be employed, concerned, or financially interested, either directly or indirectly, in the same or a similar business as that conducted by the Corporation, or compete with the Corporation. 4.2. Trade Secrets. Each Shareholder acknowledges that the customer lists, trade secrets, processes, methods, and technical information of the Corporation and any other matters designated by the President or by the written consent of all Shareholders are valuable assets. Unless he or she obtains the written consent of each of the other Shareholders, each Shareholder agrees never to disclose to any individual or organization, except in authorized connection with the business of the Corporation, any customer list, or any name on that list, or any trade secret, process, or other matter referred to in this paragraph while the Shareholder holds, or has the control of, any shares of the Corporation, or at any later time. Article 5 – Distributions of Income and Losses 5.1. Determination of Net Income and Loss. The net profits or net losses of the Corporation for each fiscal year will be determined on an accrual basis in accordance with generally accepted principles of accounting. 5.2. Retaining Net Income. The Corporation will retain [RETAINED INCOME THRESHOLD] (Rs.[RETAINED INCOME DOLLAR AMOUNT]) of its net income, plus any additional amount the Shareholders reasonably believe necessary to meet financial needs of the Corporation, including, but not limited to the development or expansion of its business. 5.3. Regular Distributions of Net Income. Subject to any retained earnings and to the statutory requirements related to corporate distributions, the net income of the Corporation may be distributed quarterly to the Shareholders in proportion to the number of shares of the Corporation owned by them. Such distributions shall be approved by all Shareholders. Shareholders may elect to not take a distribution, but instead offer the moneys as a loan to the Corporation. Article 6 – Shareholder Loans To The Corporation 6.1. Loan conditions. A Shareholder may issue a loan to the Corporation upon approval by all Shareholders and only under the following conditions, unless otherwise agreed upon. [SHAREHOLDER LOAN CONDITIONS]. 6.2. Repayment. Repayment of Shareholder loans by the Corporation shall occur when the Shareholders agree that there are enough corporate funds to pay the loan. Loans to Shareholders shall be paid in order of priority with the oldest loan being paid first, unless the Shareholder waives such write to first payment. Article 7 – Dissolution of Corporation 7.1. Unanimous consent required. All Shareholders must consent to voluntary dissolution. 7.2. Procedures for dissolution. On commencement of dissolution proceedings (either by election of all Shareholders or otherwise), the Corporation will cease to carry on business except as necessary to wind up its business and distribute its assets. The President, or any Shareholder or Shareholders appointed by the President, will perform the following acts, as necessary, to wind up the affairs of the Corporation: Continue the business as necessary for the winding up of the affairs of the Corporation; Carry out contracts and collect, pay, compromise, and settle debts and claims for or against the Corporation (including participating in litigation, whether as plaintiff or defendant relating to the same); Sell at public or private sale, exchange, convey, or otherwise dispose of all or any part of the assets of the Corporation for cash in an amount considered reasonable by the President, or his or her appointee(s); Make contracts and take any steps in the name of the Corporation that are necessary or convenient in order to wind up the affairs of the Corporation; and/or Employ agents and attorneys to liquidate and wind up the affairs of the Corporation. 7.3. Distribution of assets. As part of the dissolution process, the President, or the President’s appointee(s), will apply the assets of the Corporation in the following order: To all debts and liabilities of the Corporation in accordance with the law, including the expenses of dissolution and liquidation, but excluding any Shareholder loans; To all Shareholder loans, with unpaid interest; To undistributed net profits of the Corporation; To repayment of the purchase price of the shares of the Corporation actually paid by each Shareholder; and, finally, should any assets remain; To the Shareholders in proportion to the number of shares of the Corporation held by each. Article 8 – Transfer of Shares 8.1. Shares Acquired for Investment. Each of the Shareholders acknowledges and represents that he or she has obtained and accepted his or her shares in good faith, for investment and for his or her own account, and not with a view to distribution or resale. 8.2. Restrictions on Transfer. To accomplish the purposes of this Agreement, any transfer, sale, assignment, or encumbrance of any of the shares of the Corporation, other than according to the terms of this Shareholder Agreement is void. 8.3. Buy-Sell Upon Death of Shareholder. Upon the death of a Shareholder, the Corporation shall purchase, and the deceased Shareholder’s estate or successor or successors in interest (the ”Deceased Shareholder”), shall sell, all the Corporation’s stock presently owned by such Stockholder. This sale will be made within sixty (60) days after the appointment of a legal representative for the Deceased Shareholder’s estate. 8.4. Buy-Sell for Other Reasons. A Shareholder may voluntarily sell all the Corporation’s stock presently owned by such Shareholder (“Departing Shareholder”). Any and all sales hereunder with respect to the Departing Shareholder shall be made within sixty (60) days after written notice of intent to sell served on the Corporation and the remaining Shareholders. 8.5. Right of First Refusal. In the event of mandatory or voluntary buy-sell under this Section, the non-departing or surviving Shareholder shall have the right of first refusal to purchase all shares that would otherwise be repurchased by the Corporation at the purchase price set forth above. To exercise this right, the non-departing or surviving Shareholders provide written notice to the Corporation no later than ten (10) days prior to the effective date of sale. Article 9 – Dispute Resolution 9.1. Any dispute relating to this Shareholder Agreement, or arising out of or relating to operations of the Corporation, or the rights or obligations of the Shareholders, shall be settled by: [RESOLUTION OPTIONS]. Article 10 – Miscellaneous Provisions 10.1. Necessary Acts. All parties to this Shareholder Agreement will perform any acts, including executing any documents, that may be reasonably necessary to fully carry out the provisions and intent of this Agreement. 10.2. Notices. All notices, demands, requests, or other communications required or permitted by this Shareholder Agreement (other than routine communication relative to business operations) will be in writing sent to the following: [CORPORATION] [CORPORATION ADDRESS] [CORPORATION CITY], [CORPORATION STATE], CORPORATION ZIP] [SHAREHOLDER 1] [SHAREHOLDER 1 ADDRESS] [SHAREHOLDER 1 CITY], [SHAREHOLDER 1 STATE], [SHAREHOLDER 1 ZIP] [SHAREHOLDER 2] [SHAREHOLDER 2 ADDRESS] [SHAREHOLDER 2 CITY], [SHAREHOLDER 2 STATE], [SHAREHOLDER 2 ZIP] [SHAREHOLDER 3] [SHAREHOLDER 3 ADDRESS] [SHAREHOLDER 3 CITY], [SHAREHOLDER 3 STATE], [SHAREHOLDER 3 ZIP] [SHAREHOLDER 4] [SHAREHOLDER 4 ADDRESS] [SHAREHOLDER 4 CITY], [SHAREHOLDER 4 STATE], [SHAREHOLDER 4 ZIP] 10.3. Attorneys’ Fees. In the event of any litigation concerning this Shareholder, the prevailing party shall be entitled, in addition to any other relief that may be granted, to reasonable attorneys’ fees. 10.4. Binding on Successors and Assigns. This Agreement will be binding on the parties to the Agreement and on each of their heirs, executors, administrators, successors, and assigns. 10.5. Severability. If any provision is unenforceable or invalid for any reason, the remaining provisions shall be unaffected by such a holding. 10.6. Governing Law. This Agreement shall be construed according to and governed by the laws of the State of California. 10.7. Entire Agreement. This document constitutes the entire Shareholder Agreement of the Corporation and correctly sets forth the rights, duties, and obligations of each Shareholder and of each Shareholder to the other. Any modifications must be in writing and approved by all Shareholders. Executed on [DATE OF SIGNING] at [CITY AND STATE OF SIGNING]. THE SHAREHOLDERS _______________________________ _______________________________ [SHAREHOLDER 1] [SHAREHOLDER 2] _______________________________ _______________________________ [SHAREHOLDER 3] [SHAREHOLDER 4] Download Word Document In English. (Rs.60/-)
- MANUFACTURING AND DISTRIBUTING AGREEMENT
MANUFACTURING AND DISTRIBUTING AGREEMENT Download Word Document In English. (Rs.50/-) This MANUFACTURING AND DISTRIBUTING AGREEMENT, herein referred to as the “Agreement,” is made and entered into on the [NTH] day of [MONTH], [YEAR], by and between: [INSERT THE NAME OF THE COMPANY] (referred to as the “Licensor”) a [INSERT THE TYPE OF BUSINESS OF THE COMPANY, EX. CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP] duly registered and recognized as an entity under the laws of [SPECIFY STATE OF REGISTRATION], and is maintaining its principal place of business at [INSERT THE COMPLETE LOCATION OF THE COMPANY, INCLUDING ITS CITY, STATE AND ZIP CODE]. AND [INSERT THE NAME OF THE COMPANY] (referred to as the “Licensee”) a [INSERT THE TYPE OF BUSINESS OF THE COMPANY, EX. CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP] duly registered and recognized as an entity under the laws of [SPECIFY STATE OF REGISTRATION], and is maintaining its principal place of business at [INSERT THE COMPLETE LOCATION OF THE COMPANY, INCLUDING ITS CITY, STATE AND ZIP CODE]. RECITALS WHEREAS, the Licensor is engaged in the business of [SPECIFY THE NATURE OF BUSINESS OF THE LICENSOR, ITS PRODUCT AND SERVICES AND ITS CLAIM ON THE RIGHTS IT INTENDS TO ASSIGN TO THE LICENSEE]; WHEREAS, the Licensee is engaged in the business of [SPECIFY THE NATURE OF BUSINESS OF THE LICENSEE, ITS PRODUCT AND SERVICES]; WHEREAS, [INSERT THE COMPANY NAME OF THE LICENSOR] hereby intends to grant [INSERT THE COMPANY NAME OF THE LICENSEE] the license to manufacture its products under its TRADEMARKS and distribute the same in accordance with the stipulations of this Agreement. WHEREAS, [INSERT THE COMPANY NAME OF THE LICENSEE] expresses its desire to manufacture and distributes the products under the registered TRADEMARKS of the herein Licensor. NOW, THEREFORE, taking into consideration the mutual understanding and promises undertaken, and for other valuable and favorable consideration, [INSERT THE COMPANY NAME OF THE LICENSOR] and [INSERT THE COMPANY NAME OF THE LICENSEE] willfully enter into this Agreement under the following terms: 1. REPRESENTATIONS 1.1. THE LICENSOR. The following are the warranties and representations undertaken by [INSERT THE COMPANY NAME OF THE LICENSOR]: 1. That it has full authority, right and power to enter and be bound by this Agreement; 2. That it lawfully owns the licenses that are subject to this Agreement solely and exclusively; 3. That this Agreement does not contravene or prejudice any other Agreements in which the Licensor is a party thereto; 4. That the Licensor’s rights to the products subject to this Agreement are currently free from any other claims, encumbrances, restrictions and any other limitations that may prejudice the Licensee. 1.2. THE LICENSEE. The following are the warranties and representations undertaken by [INSERT THE COMPANY NAME OF THE LICENSEE]: 1. That it has full authority, right and power to enter and be bound by this Agreement; 2. That this Agreement does not contravene or prejudice any other Agreements in which the Licensee is a party thereto; 3. That it has no reason to believe nor knowledge or information of any kind to indicate that Licensor’s rights to the products subject to this Agreement is/are invalid or unenforceable partly or wholly. The Licensee further warrants that it has no reason to believe nor knowledge or information of any kind which would tend to indicate that it has or any third party has any claims over any rights or TRADEMARKS that are subject to this Agreement. 2. OWNERSHIP AND GRANT OF LICENSES 2.1. [INSERT THE COMPANY NAME OF THE LICENSOR] shall retain full ownership of all the legal rights, title and all interests of all the products and TRADEMARKS that are covered by this Agreement. In no way shall this Agreement be construed that the Licensor surrendered and conferred any title, rights or interests to the Licensee, unless otherwise clearly and expressly set forth herein. The rights granted to the Licensee is limited only to the Manufacturing and Distribution of the products covered under this Agreement by virtue of a grant of the License for that purpose. 2.2. [INSERT THE COMPANY NAME OF THE LICENSEE] shall retain full ownership of all the legal rights, title and all interests of all the products and TRADEMARKS under its name prior to the commencement of this Agreement. In no way shall this Agreement be construed that the Licensee surrendered and conferred any title, rights or interests to the Licensor of any or all of its products and TRADEMARKS that the Licensee owned or acquired or on any of the improvements thereon, unless otherwise clearly and expressly set forth herein. 2.3. Both parties agree that this section does not confer any right covered under INTELLECTUAL PROPERTY RIGHTS of the other party, or otherwise, except when this Agreement expressly provides to that effect. 3. GRANT OF LICENSE AND RIGHTS [INSERT THE COMPANY NAME OF THE LICENSOR] grants the following Licenses to [INSERT THE COMPANY NAME OF THE LICENSEE]: 3.1. Manufacture of Licensed Products. Licensor hereby grants, within the Territory Authorized in this Agreement, the exclusive license to the Licensee, included therein is the right to enter into sublicense contract with any third party within the term or upon termination of this Agreement, to use the trademarks, service marks in the manufactured goods in connection with the Manufacture of LICENSED PRODUCTS covered in this Agreement upon the effectivity thereof. Provided, however, any goodwill associated with the use of the above-mentioned registered Trademarks shall be vested solely to the Licensor. 3.2. Distribution of Licensed Products. Licensor hereby grants, within the Territory Authorized in this Agreement, a non-exclusive license to the Licensee, included therein is the right to enter into sublicense contract with any third party within the term or upon termination of this Agreement, to use the trademarks, service marks in the manufactured goods in connection with the Distribution of LICENSED PRODUCTS covered in this Agreement upon the effectivity thereof. Provided, however, any goodwill associated with the use of the above-mentioned registered Trademarks shall be vested solely to the Licensor. 3.3. [INSERT THE COMPANY NAME OF THE LICENSOR] expressly reserves all of its Trademark rights with the exception of those expressly licensed to [INSERT THE COMPANY NAME OF THE LICENSEE] as provided for under this Agreement. Nothing in this Agreement shall be construed to preclude the Licensor to grant further licenses to other prospective Licensee for the use or utilization of the TRADEMARKS in any way it deemed applicable so long as such further grant does not in any manner conflict with the licenses granted to [INSERT THE COMPANY NAME OF THE LICENSEE] hereunder. 4. DUTIES AND OBLIGATIONS 4.1. Upon the perfection of this Agreement, the Licensor undertakes to promptly provide to the Licensee all the product formulas, specifications, recipes, product design, product packaging, and any information or documentation essential to the production of the licensed product in accordance to the quality and standard of product to be manufactured in pursuant to the provisions of this Agreement. 4.2. Upon the perfection of this Agreement, the Licensor undertakes to immediately provide the Licensee all product documentation relevant to the efficient distribution of the Licensed Product, as may be requested by the Licensee in pursuant to this Agreement. 4.3. Upon the perfection of this Agreement, the Licensor undertakes to provide the Licensee the Authorized Customer List within the established network of customers covered under the Authorized Territory covered in this Agreement. 4.4. The Licensee commits to undertake best efforts manufacture and distribute the Licensed Products within the Authorized Territory. And further commits to adhere to the manufacturing standards set by the Licensor in accordance with the defined specifications. 4.5. The Licensee shall make the delivery to the Licensor any and all the required payments as they come due in compliance with the provisions of this Agreement. The payment shall be in [SPECIFY APPLICABLE CURRENCY]. 4.6. The Licensee, working, with the Licensor, shall exercise all measures and actions necessary to protect the rights of the Licensee to the Licensed Products, Trademarks and Licensed Technology in the Authorized Territory. Such actions necessarily include but not limited to revocation of registration fraudulently procured by third parties, defend any oppositions, bring any oppositions to trademark applications which may violate the rights of the Licensor. All costs or expenses incurred in enforcing these rights, and all other related expenses shall be borne by the Licensor. 4.7. The parties hereby agree to work in a coordinated manner to support and service the customers who place orders for the Licensed Product. Such customer service support includes the act of providing advice, information, and assistance to the customers. The licensor undertakes the responsibility to take care of the customers under the Authorized Customer List which was forwarded to the Licensee in compliance with the provisions of this Agreement. The Licensee hereby agrees to take responsibility for supporting those customers of Licensed Product who placed their orders as a result of the Licensee’s efforts to sell and market the products. These customers are necessarily not included in the Authorized Customer List. 4.8. Upon reasonable request from the Licensor and at no cost provided such request does not exceed once every [INSERT AGREED NUMBER OF MONTHS OR YEAR TO GET SAMPLES AND QUALITY CONTROL], the Licensee shall submit to the Licensor sample copies of advertisements, product packaging, promotional materials, or any other materials showing the registered marks as being used by the Licensee in connection with the manufacturing, distribution and even sale of the Licensed Product. The Licensor may also request the following: labels, brochures, actual advertisements, product packages, flyers, website pages which are printed or copies of any other electronic media which the Licensee used to market and distribute the Licensed Products. This is for the sole purpose of making sure that the Licensee adheres to reasonable quality standards set by the Licensor. The Licensor has the right to reject, approve, or make recommendations to the sales and marketing materials presented to them by the Licensee. The Licensee herein agrees not to use to use or to stop using the rejected materials, and apply the recommendations made by the Licensor for any or all of the materials. 4.9. In cases that there are samples that do not meet the set standards of the Licensor, the Licensor shall send a written notice to the Licensee, the Licensee hereby promises to correct all deficiencies as covered in the notice. The Licensor shall have the to visit and inspect the Licensee’s premises upon due notice and during business hours for the sole purpose of observing the Licensee’s way and means of manufacturing, distribution, marketing, and sales activities which the Trademarks are in use. Upon request of the Licensor, the Licensee shall not unreasonably withhold any of the requested materials. The Licensee further agrees to maintain the quality of its manufacturing, distribution, marketing and sales of the Licensed products according to the standards set by the Licensor or at a level that at least meets or exceeds the industry standard. 4.10. The Licensee is hereby given first the opportunity to meet with the standard of quality set by the Licensor for the manufacturing and distribution of Licensed Product as provided for under this Agreement. In cases, however, where the Licensee fails to comply such standards, the Licensor shall serve the Licensee a written notice of non-compliance and the opportunity for the Licensee to make the necessary correction within the period which should not be less than [SPECIFY NUMBER OF DAYS IN WHICH THE LICENSEE SHOULD COMPLY]. Should the Licensee fails to make necessary corrections, the Licensor thereby, without the necessary permit, shall step in and jointly work with the Licensee to ensure that the Licensee has duly complied the standard of quality set by the Licensor. 5. ROYALTIES In addition to valuable considerations paid by [INSERT THE COMPANY NAME OF THE LICENSEE] to [INSERT THE COMPANY NAME OF THE LICENSOR] for the exclusive manufacturing and distribution rights, the Licensee further agrees to pay the Licensor the following royalties: 5.1. An Initial Royalty Payment in the amount of [INSERT SPECIFIC AMOUNT AND CURRENCY] upon the effectivity of this Agreement; 5.2. A fixed annual amount of [INSERT SPECIFIC AMOUNT DUE PER YEAR AND CURRENCY], payable in twelve equal monthly installments which [INSERT SPECIFIC AMOUNT DUE PER MONTH AND CURRENCY] per month; 5.3. [SPECIFY PERCENTAGE] % of the Net Product Revenue during the License Term. 6. DURATION AND TERMINATION 6.1. This Agreement takes effect upon the EFFECTIVITY DATE as provided for in this Agreement. The initial term of this Agreement shall be [INSERT SPECIFIC NUMBER OF YEARS] from its Effectivity. This Agreement shall automatically be renewed upon the expiration of the stipulated terms except upon express reservation of either party to the contrary. Such reservation shall be made not less than [SPECIFY NUMBER OF DAYS] prior to its expiration. 6.2. The party who wishes to terminate this Agreement prior to the end of the term should furnish the other party an official written notice to that effect. Such notice shall include the reasons for such request. The aggrieved party shall not be precluded from pursuing legal action for the breach of the term of the Agreement. 6.3. The parties, upon mutual consent and understanding, may come to terms to shorten or extend the terms of this Agreement without committing breach thereof. 6.4. Both parties are obliged to comply with all the terms and conditions stipulated in this Agreement. Failure of one party to comply their contractual obligation inures the injured party the right to rescind this Agreement with damages against the violating party. 6.5. Upon termination of this Agreement, the Licensee shall dispose the inventory of the Licensed Products in a normal course of business. 7. CONFIDENTIALITY The Licensee in the course of the performance of the Agreement may incidentally gain access to certain proprietary of confidential data or information of the Licensor. Such confidential information necessarily includes but not limited to trade secrets, products, marketing, financial affairs, statistical data, accounting and any other information of confidential nature. They may be obtained orally, in writing, or any other machine-readable form. The Licensee hereby bound itself to hold and keep all information of confidential nature, which they obtained in whatever medium, and to exercise due diligence in making sure that the information or data above-mentioned shall be kept in confidence and never disclose, them to any unauthorized personnel or third party without express permission, in writing, from the Licensor. The Licensee further agrees not to use said confidential information or data other than the purpose of performing its contractual obligations under this Agreement. The obligation under this particular section shall be valid and shall survive and be binding even after the expiration of the term of this Agreement or upon termination hereof. 8. NOTICES In the absence of an express stipulation to the contrary, any and all notices pursuant to this Agreement shall be made in writing and shall be deemed received at the same day when it is personally delivered to the [SPECIFY AUTHORIZED PERSONNEL TO RECEIVE NOTICE], provided, such delivery was made on the regular time of business. In cases where the notices were sent by a registered mail, the notice shall be deemed received five (5) days from the mailing date or upon actual receipt thereof, whichever comes first. Communications of all type intended for the Licensor or the Licensee to receive shall be served at the following addresses: a. Notices and other forms of communication to the Licensor shall be addressed to [INSERT THE LICENSOR’S COMPLETE ADDRESS INCLUDING ZIP CODE]. b. Notices and other forms of communication to the Licensee shall be addressed to [INSERT THE LICENSEE’S COMPLETE ADDRESS INCLUDING ZIP CODE]. 9. SETTLEMENT OF DISPUTES, GOVERNING LAW & ARBITRATION Any dispute and/or difference arising out of, or relating to this agreement including interpretation of its terms will be resolved through joint discussion by the authorized representatives of both the parties. Moreover, if the disputes are not resolved by discussion then the matter will be referred for adjudication to the Arbitration of a Sole arbitrator. This Agreement shall be governed by the laws of India. The Courts in Mumbai (City Name) shall have exclusive jurisdiction over the subject matter of this Agreement. In the event of any dispute or differences arising out of or in connection with this agreement, the parties hereto, agree to resolve their dispute by a sole arbitrator chosen by the parties in fast track procedure under the provision of Sec29B of Arbitration and Conciliation act of 1996. The award under this section shall be made within a period of 6 months from the date of commencement of the arbitral tribunal proceedings. The arbitration proceedings shall be conducted in English. The place of Arbitration shall be Mumbai (City Name). The award passed in the arbitration proceedings shall be final and binding on both the parties. The cost of arbitration proceedings shall be equally borne by both the parties. Each party shall individually bear the fees of their respective Advocate/Counsel for the proceedings. 10. SEVERABILITY Should any or part of this Agreement be declared unenforceable or invalid by the court or arbitrator, the part that is not affected shall remain binding and applicable to the parties. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives affixing their signatures below. By executing this Agreement, the undersigned agrees to be bound, and to bind the parties, by the terms and conditions of this Agreement as of the EFFECTIVE DATE. BY [INSERT THE COMPANY NAME OF THE LICENSOR]: Signature: Name: Position: BY [INSERT THE COMPANY NAME OF THE LICENSEE]: Signature: Name: Position: BY THE WITNESSES: Signature: Name: Position: Signature: Name: Position: Signature: Name: Position: Signature: Name: Position:
- CO-BRANDING AGREEMENT
CO-BRANDING AGREEMENT Download Word Document In English. (Rs.50/-) The Co-Branding Agreement (referred as the “Agreement”) is entered and made effective on [INSERT COMPLETE DATE OF THE EFFECTIVITY] (referred to as the “Effective Date”). BY AND BETWEEN COMPANY A (referred to as the “ Company ”), a corporation, duly formed under the [SPECIFY UNDER WHAT LAW THE ENTITY IS REGISTERED] with its primary place of business located at [INSERT COMPLETE LOCATION ADDRESS] . AND COMPANY B (referred to as the “ Co-Branded Company ”), a corporation, duly formed and under the [SPECIFY UNDER WHAT LAW THE ENTITY IS REGISTERED] and with its primary place of business located at [INSERT COMPLETE LOCATION ADDRESS] . The Company and the Co-Branded Company are hereby referred to as the “Parties” in this Co-Branding Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, both the COMPANY and the CO-BRANDED COMPANY that are legally bound by this Agreement, agree to the following: WHEREAS: The Parties agree to bind themselves to one another. The other Party agree to include the web page of the other Party. That both Parties will support each other financially in running the business. COMPANY will include the concept of the CO-BRANDED COMPANY in its website. Co-Branding CO-BRANDED COMPANY agrees to provide services in order to advertise and promote the COMPANY’s goods and other related products. Furthermore, the COMPANY’s goods and services should be available on the CO-BRANDED COMPANY’s website in accordance with the terms and conditions set forth under this Agreement. Services that Link Both Parties CO-BRANDED COMPANY agrees to consolidate any graphical or trade name provided by the COMPANY as stated under this Agreement. CO-BRANDED COMPANY acknowledges to consolidate the resources provided by the COMPANY. Moreover, COMPANY agrees to consolidate as well any graphical or trade name provided by the CO-BRANDED COMPANY as stated under this Agreement. COMPANY shall display all necessary information for users on the CO-BRANDED COMPANY’s website. Within [SPECIFY NUMBER OF DAYS] of the effective date, COMPANY shall provide all needed equipment to the CO-BRANDED COMPANY as specified herein. The execution of this Co-Branding Agreement, the CO-BRANDED COMPANY is in full authority in providing all essential services to the COMPANY. Proprietary Rights COMPANY authorizes CO-BRANDED COMPANY a non-exclusive license. This is for the terms and conditions of this Agreement and should be within the CO-BRANDED COMPANY’s site. COMPANY and CO-BRANDED COMPANY hereby acknowledge that either party has the right to create precise references containing information about trademarks, trade names, as well as service marks. These are in relation to the execution of this Agreement. Furthermore, it includes information for notices and advertisements for the COMPANY’s site. Co-Branded Site Promotion COMPANY agrees to maintain and develop co-branded sites in accordance with the terms and conditions set forth under this Agreement. COMPANY shall conduct promotional activities for effective marketing. Both the COMPANY and the CO-BRANDED COMPANY shall engage in good faith all reasonable efforts to establish promotional marketing activities that will surely help facilitate the business towards the target market. Fees and Other Costs COMPANY shall provide payment to CO-BRANDED COMPANY regarding sales and advertising commissions. Such payment will be calculated pursuant to the stated formula contained herein and consolidated by reference. Payment shall be done within [SPECIFY NUMBER OF DAYS] days, and shall come together with an accurate statement. The statement shall provide basis for such fees and other related costs. All sales and other taxes or related fees received by CO-BRANDED COMPANY from COMPANY should be paid by CO-BRANDED COMPANY. Each party are liable for all sales and other taxes as stated under the terms and conditions of this Agreement. COMPANY acknowledges that after [SPECIFY NUMBER OF DAYS] days, all unpaid fees shall be accrued with [SPECIFY PERCENTAGE VALUE] % per month. COMPANY will then pay all interests in addition to other fees that are already due. Taxes During the course of the Co-Branding Agreement between the Company and the Co-Branded Company, either of the two parties will pay the imposed taxes. This will depend on what both parties have agreed upon. Delivery of Products Both Parties must be able to deliver to the other what is due. Both parties must be able to deliver the products and services required within the time frame set. The time schedule as stipulated is [INSERT THE TIME FRAME] . In the event there is delay in the performance of the task, certain measures must be followed. Auditing COMPANY shall maintain business and other important records that constitute information regarding all fees and charges. Throughout the term of this Co-Branding Agreement, CO-BRANDED COMPANY reserves the full right to have its accountants assess the records. This is to certify the veracity of all reports as well as in assessing the amount of fees due. In the event of underpayment to CO-BRANDED COMPANY, COMPANY must pay the additional fees due to CO-BRANDED COMPANY, this is in accordance to the audit information set forth under this Agreement. COMPANY shall pay to CO-BRANDED COMPANY all expenses related to the said audit. Disclaimer and Warranties COMPANY warrants to CO-BRANDED COMPANY that: COMPANY reserves the full right to enter into execution all obligations set forth under this Agreement. COMPANY must execute its responsibilities in a reasonable manner. CO-BRANDED COMPANY represents and warrants to COMPANY that: CO-BRANDED COMPANY has the control to enter into its liabilities under the terms and conditions of this Agreement. CO-BRANDED COMPANY’s icon shall not contain any materials that will violate any applicable regulation or breach of property. CO-BRANDED COMPANY owns the CO-BRANDED COMPANY’s icon or logo and all property rights that are contained herein. Disclaimer: EXCEPT AS REASONABLY DESCRIBED UNDER THIS AGREEMENT, EITHER THE COMPANY OR THE CO-BRANDED COMPANY SHALL MAKE NO OTHER WARRANTIES WITHOUT LIMITATION AND ANY PURPOSE THAT CONCERNS THE SUBJECT MATTER OF THIS CO-BRANDING AGREEMENT. Indemnification COMPANY: COMPANY acknowledges to indemnify and hold harmless the CO-BRANDED COMPANY and its representatives against any disputes and claims. These include attorney’s fees, in the event actions are based on: All statements that CO-BRANDED site or COMPANY icon breaches any third party’s trademark or other related right. All negligence towards a third party. All licenses of COMPANY’s goods and services towards any third party. CO-BRANDED COMPANY: CO-BRANDED COMPANY acknowledges to indemnify and hold harmless the COMPANY and its representatives against any disputes and claims. These include attorney’s fees, in the event actions are based on: All statements that CO-BRANDED COMPANY icon breaches any third party’s trademark or other related right. All negligence towards a third party. All licenses of CO-BRANDED COMPANY’s goods and services towards any third party. Term and Termination of this Agreement The Agreement will continue until [INSERT THE DURATION OF THE CO-BRANDING AGREEMENT] . Within the period, the provisions provided in this Agreement will continue and take full force between the agreed Parties or if the Parties will agree to an earlier termination of the Co-Branding Agreement. Once the termination of this Co-Branding Agreement will take into effect, both Parties are obliged to return everything what is due to each other. Furthermore, this Agreement may be terminated by either the COMPANY or the BRANDED COMPANY upon [SPECIFY NUMBER OF DAYS] day’s written notice. Such written notice shall be given to the other party in case of infringement of this Co-Branding Agreement. Confidentiality and Non-Disclosure Unless otherwise agreed to in advance and in writing, both the COMPANY and the CO-BRANDED COMPANY shall not disclose, share, publish, assign, or sell any confidential Information to any third party about the business that they are engaged in and any confidential information of the other party. The Parties of this Co-Branding Agreement are the only entities entitled to the use of the information provided and shared through this Agreement. Repealing Clause In the event that there are changes made to this Co-Branding Agreement, either Party who made the changes must provide the variations in writing and notify the other party for [INSERT HOW MANY DAYS] Any changes made verbally will not be honored but will retroact to the original provisions to this Co-Branding Agreement. Intellectual Property Rights Both parties have agreed that CO-BRANDED COMPANY shall obtain all the Intellectual Property rights of the products and or services being produced by the COMPANY. Furthermore, this includes but not limited to, the rights on copyright and trademark stated herein. Limitation of Liability Neither the COMPANY nor the CO-BRANDED COMPANY or any party who had a hand in the production and the delivery of the products/services will be liable for any incidental, indirect, or consequential damages resulting from or relevant to the performance, the use or the inability thereof on the products/services created and delivered. Indemnification The COMPANY concedes to indemnify, protect and to defend the CO-BRANDED COMPANY against any damages, claims, lawsuits and costs that may arise pertaining to the products and or services which include legal fees as a result of the any act that may be done by CO-BRANDED COMPANY. Relationship of the Parties The Parties are independent contractors of one another and are not in any way connected with each other in terms of employment relations. Either Party cannot claim any benefits that a normal employee may enjoy. It is also understood that this Co-Branding Agreement is not in any way a joint venture. Assignments of Rights Both the COMPANY and the CO-BRANDED COMPANY are not authorized to appoint or to transfer any of its rights or obligations as specified on this Agreement to any third party without the consent and the approval of the other. Notices The Parties agree that in cases wherein notification is needed, the following measures must be observed: All notices shall be sent to the accurate addresses given by either party. Other important documents shall be attached to the notice pursuant to the terms described under this Agreement. Furthermore, all notices must be through writing. General Agreement This Agreement and all documents and information enclosed herein make up the whole agreement between the COMPANY and the CO-BRANDED COMPANY as regards the subject of this Agreement. Any other agreements, representations and warranties made by the parties before or after the creation of this Agreement will be deemed insignificant and non-existent making this Agreement the only document to be referenced herein by the parties. Settlement of Disputes, Governing Law & Arbitration Any dispute and/or difference arising out of, or relating to this agreement including interpretation of its terms will be resolved through joint discussion by the authorized representatives of both the parties. Moreover, if the disputes are not resolved by discussion then the matter will be referred for adjudication to the Arbitration of a Sole arbitrator. This Agreement shall be governed by the laws of India. The Courts in Mumbai (City Name) shall have exclusive jurisdiction over the subject matter of this Agreement. In the event of any dispute or differences arising out of or in connection with this agreement, the parties hereto, agree to resolve their dispute by a sole arbitrator chosen by the parties in fast track procedure under the provision of Sec29B of Arbitration and Conciliation act of 1996. The award under this section shall be made within a period of 6 months from the date of commencement of the arbitral tribunal proceedings. The arbitration proceedings shall be conducted in English. The place of Arbitration shall be Mumbai (City Name) . The award passed in the arbitration proceedings shall be final and binding on both the parties. The cost of arbitration proceedings shall be equally borne by both the parties. Each party shall individually bear the fees of their respective Advocate/Counsel for the proceedings. Severability Should any provision of this Co-Branding Agreement be held to be illegal, invalid or unenforceable, such provisions may be terminated or may be modified by the competent court. The remaining part will still take effect and shall remain in full force and shall be construed in accordance with the modified provision. IN WITNESS WHEREOF, and with the intention to be legally bound with each other, and with the appearance of the signature of both parties will render the acceptance of the terms and conditions of this Co-Branding Agreement. BY THE COMPANY: Signature: Name: Position: BY THE CO-BRANDED COMPANY: Signature: Name: Position: BY THE WITNESSES: Signature: Name: Position: Signature: Name: Position:
- CHECKLIST WEBSITE HOSTING AGREEMENT
SPECIFY THE FULL AND COMPLETE NAME OF THE COMPANY/BUSINESS ENTITY] CHECKLIST WEBSITE HOSTING AGREEMENT Download Word Document In English. (Rs.50/-) Not every item nor everything contained in this checklist are important in every single contractual commitments and obligations. In a few circumstances, different arrangements may be proper which are not recorded beneath. The accompanying checklist for Website Hosting Agreement is, be that as it may, an essential, and only a general guide concerning the arrangements of the provisions in the Agreement. This checklist format can be utilized with a wide scope of appropriate hosting services as it leaves a significant part of the descriptions of the services themselves to the host's own particular writing. It is up to the host or the Company to characterize their own particular hosting service bundles and the particular services and highlights that they will offer to their customers. This document is not made to intentionally substitute for lawful wording which is provided by a skilled and competent guide in the relevant legal jurisdiction. 1. Definitions Important Concepts/ Description General Guidelines / Sample Included Remarks Yes No In this Section, you can define the important terms, phrases and concepts that shall facilitate better understanding of the entire agreement in the contract. The following are relevant terms and phrases that are important to define in the Agreement: (i) "Affiliate"; (ii) "Business Day"; (iii) (iv) "Confidential Information"; (v) "Client Content"; (vi) "Governmental Authority"; (vii) "Hosting Services"; (viii) "Initial Term"; (ix) "Intellectual Property" ◻ ◻ [SPECIFY REMARKS] 2. Identity and Addresses of the Parties Important Concepts/ Description General Guidelines / Sample Included Remarks Yes No This Section shall describe the identities of the parties. Individual or business entities If the party or parties is/are a business entity or entities, specify what type of legal entity (ex. partnership, corporation, joint venture, LLC, LLP, etc.) Specify the name of the person signing on behalf of the business Specify the signer’s official title Clearly specify if the signer has or have the necessary authority to bind the business Address of the principal place of business or residence of the parties ◻ ◻ [SPECIFY REMARKS] 3. General Purposes, Objectives and Scopes of the Web Hosting Agreement Important Concepts/ Description General Guidelines / Sample Included Remarks Yes No General Purposes Describe the general purpose/s of the parties in entering into the Web Hosting Agreement ◻ ◻ [SPECIFY REMARKS] Objectives Specify the short-term outcomes intended by the parties to be achieved by entering into the Web Hosting Agreement ◻ ◻ [SPECIFY REMARKS] Scopes Briefly outline the scopes of the content of the Web Hosting Agreement ◻ ◻ [SPECIFY REMARKS] 4. Hosting Package and Services Important Concepts/ Description General Guidelines / Sample Included Remarks Yes No General Scope of the Hosting Services The Hosting Provider shall furnish the Client with certain website hosting services and systems [including website server space, web access, domain name registration, email capability, and / according to the attached [STATEMENT OF WORK] (the "[DELIVERABLE]"). ◻ ◻ [SPECIFY REMARKS] Generally describe the services to be provided. Describe the general business and scope of the pages to be hosted. Describe the URl locations of the various pages. Quantify of the server space being made available Specify if there is a dedicated bandwidth requirement and how much bandwidth is available Specify if there is a requirement that the server be a certain type Specify if there is a warranty that server software be kept up to date Specify if the web design is also included in services under this Agreement or a separate agreement, Specify if the copyright license is tied to continued hosting ◻ ◻ [SPECIFY REMARKS] Bundled Services This section shall provide the website hosting services which are bundled together as the offering of the Hosting Provider. ◻ ◻ [SPECIFY REMARKS] Shared Servers It is important to explicitly state in the Website Hosting Agreement of the Hosting Provider shall host the web site on a shared server or not. ◻ ◻ [SPECIFY REMARKS] Compatibility This section shall outline the compatible software programs or applications and ISP which has experience of hosting the relevant content. ◻ ◻ [SPECIFY REMARKS] Website Operating System Specify the required or preferred operating system ◻ ◻ [SPECIFY REMARKS] Web Server platform Specify the required or preferred web server platform ◻ ◻ [SPECIFY REMARKS] Particular Feature of the Website Specify the required or preferred particular feature of the website, any database software or particular Internet technology ◻ ◻ [SPECIFY REMARKS] Use Third Party Information Sources This section shall determine if there are any third party (independent) statistics accessible for service up-times, accessibility and connection speeds. It is critical to take note that reference sites are additionally a good indicator of ISP performance and reliability. ◻ ◻ [SPECIFY REMARKS] Specific Issues Capacity and Upgrades Make sure that the Website Hosting Agreement provides adequate and sufficient hardware and bandwidth capacity for the website’s initial and future traffic requirements. ◻ ◻ [SPECIFY REMARKS] Upgrade Costs and its Effects Take note that upgrade expenses should be proportionate and acceptable. Avoid upgrades that are considered as a form of early termination with attendant cost. ◻ ◻ [SPECIFY REMARKS] Deliverables This section shall list the website hosting services being provided by the Web Hosting Provider. ◻ ◻ [SPECIFY REMARKS] 5. Fees and Payment Important Concepts/ Description General Guidelines / Sample Included Remarks Yes No Fees This provision shall characterize the different components of the website hosting services subject to payment fees and its corresponding amounts. ◻ ◻ [SPECIFY REMARKS] Cost This section shall be the place to list all direct costs associated with the web hosting agreement. Example: The direct costs associated with the hosting services provided under this Agreement shall be [SPECIFY TOTAL AMOUNT] per [SPECIFY IF PER MONTH/QUARTER/YEAR] which includes the following: [SPECIFY THE AVAILABLE AMOUNT OF STORAGE] Storage [SPECIFY THE AVAILABLE AMOUNT OF BANDWIDTH] Bandwidth PCI Compliant Subscription Fee Scheduled Weekly Backups On Demand Backups Phone Support ◻ ◻ [SPECIFY REMARKS] Terms of Payment This portion shall specify the terms and conditions on how to make payments and the schedule of making such payments. It is important to include a statement that all fees and costs listed are inclusive of taxes, labor, and maintenance fees. ◻ ◻ [SPECIFY REMARKS] Taxes This portion specifies the payment amounts under the Web Hosting Agreement which do not include Taxes, hence, the applicable Taxes thereto shall be paid by the certain party. ◻ ◻ [SPECIFY REMARKS] Late Payments and the Right to Suspend Example: If the Client fails to make payments when due [SPECIFY THE NUMBER OF TIMES] times over any [SPECIFY THE NUMBER OF MONTHS]-month period, the Hosting Provider may suspend the Deliverable until the Client pays all outstanding fees plus a [SPECIFY THE AMOUNT OF REINSTATEMENT FEE IN WORDS (SPECIFY THE AMOUNT OF REINSTATEMENT FEE IN NUMBERS)] reinstatement fee. ◻ ◻ [SPECIFY REMARKS] Interest on Late Payments Example: Any amount not paid when due will bear interest from the due date until paid at a rate equal to [SPECIFY THE APPLICABLE PERCENTAGE IN WORDS (SPECIFY THE APPLICABLE PERCENTAGE IN NUMBERS)] per [SPECIFY IF PER MONTH/QUARTER/YEARLY] or the maximum allowed by law, whichever is lower. ◻ ◻ [SPECIFY REMARKS] 6. Term Important Concepts/ Description General Guidelines / Sample Included Remarks Yes No Length of Web Hosting Services This provision shall determine the parties’ mutually agreed term or length of time for which the website hosting services shall be rendered. ◻ ◻ Commencement of Service This provision shall characterize the condition and circumstances upon which the website hosting services shall commence. ◻ ◻ [SPECIFY REMARKS] 7. Termination Termination This provision shall provide the instances as to when the parties may legally or mutually end the Agreement and the corresponding parties’ obligations under the Web Hosting Agreement. ◻ ◻ [SPECIFY REMARKS] Termination on Notice This provision shall provide that termination shall take effect after notice has been provided and received by the parties. ◻ ◻ [SPECIFY REMARKS] Termination for Material Breach This provision shall provide for instances where termination shall happen as an effect of a material breach incurred by a party. ◻ ◻ [SPECIFY REMARKS] 8. Effects of Termination Important Concepts/ Description General Guidelines / Sample Included Remarks Yes No Termination of Obligations Example: Upon the expiration or termination of this Web Hosting Agreement, the Client and the Hosting Provider’s rights, commitments and obligations under this Agreement will instantly and immediately cease. ◻ ◻ [SPECIFY REMARKS] Payment Obligations Example: Upon the expiration or termination of this Web Hosting Agreement, each of the Client and the Hosting Provider shall pay any sums it owes to the other party, including payment obligations for services already rendered or performed, goods already conveyed, or costs already incurred, and refund any sums received but not yet earned, including payments for the services not rendered or performed, or goods not conveyed, or costs sent. ◻ ◻ [SPECIFY REMARKS] 9. The Client and Hosts’ Respective Undertakings, Obligations and Restrictions Important Concepts/ Description General Guidelines / Sample Included Remarks Yes No Prohibited Use Example: The Client shall not utilize the Deliverables for any unlawful or harmful purpose, or any purpose that would put the Hosting Provider in an awful light. Moreover, the Client shall not utilize the Deliverables to host, send, process, store, or process any harmful components, including viruses, and malwares; use it to infringe any person's Intellectual Property, security, privacy, or other confidential information and proprietary rights; utilize it to criticize, slander, malign, libel, or defame any person; publish and distribute other person's personal information or resemblance without authority, or otherwise disregard a person's privacy; utilize it to harass or threaten harm, or make hostile, offensive, indecent, obscene, oppressive or abusive statements or messages. Furthermore, the Client shall not utilize the Deliverables to send mass unsolicited electronic mail to third parties, utilize it in a way that misuses and abuses the Deliverables, disrupts other users' access to the Deliverables, or otherwise harms, obstructs or impedes the Deliverables, endeavor to or help other people to gain unauthorized access to or use of the Deliverables; or utilize it in any capacity which may reasonably put the Hosting Provider in breach of any of its other commitments and obligations. ◻ ◻ [SPECIFY REMARKS] Acknowledgement of Client Does Not Monitor Example: The Client thus recognizes that the Hosting Provider does not, and does not claim to, monitor any of the users' content or the use of the Deliverables. ◻ ◻ [SPECIFY REMARKS] Breach of these Restrictions Example: If the Hosting Provider reasonably believes that the Client has breached any of its restrictions, the Hosting Provider may delete or amend any relevant Client Content, or may suspend the Client's use of and access to the Deliverables while investigating the issue. ◻ ◻ [SPECIFY REMARKS] Status of Breach Example: If after the Hosting Provider's reasonable investigation of the issue it shall discover that the Client has actually breached its restrictions, the Hosting Provider may consider it a material breach of this Agreement and shall dealt with accordingly. ◻ ◻ [SPECIFY REMARKS] Representations Example: The Hosting Provider exercises no power or control over, and acknowledged no duty, responsibility or obligation regarding third party content of the information going through the Hosting Provider's system, network hubs and points of presence, or the web. ◻ ◻ [SPECIFY REMARKS] No Guarantee and Warranty Example: The Hosting Provider does not make any guarantees or warranties of any sort, whether express or implied, regarding the execution and performance of the Deliverables, including any guarantee or warranty of merchantability, fitness for a specific purpose, of non-encroachment and non-infringement, emerging out of trade usage, course of dealing, course of execution, course of performance, or guarantee or warranty that the Deliverables will be continuous, uninterrupted, constantly available and accessible, free of harmful components, exact, or error-free. ◻ ◻ [SPECIFY REMARKS] 10. Intellectual Property and Proprietary Rights Important Concepts/ Description General Guidelines / Sample Included Remarks Yes No Intellectual Property Rights’ Ownership Who owns the intellectual property or properties and its corresponding rights? Make sure all parties with rights that are affected are made parties to the Agreement ◻ ◻ [SPECIFY REMARKS] Each Party Retains Intellectual Property This provision shall provide that each party shall retain exclusive interest in and ownership of its Intellectual Property or Properties developed before the creation of the Website Hosting Agreement or those which are outside the scope of the Agreement. ◻ ◻ [SPECIFY REMARKS] Current Rights This part of the provision determines the party who holds the current rights to utilize any of the applicable intellectual property/ies and its corresponding rights used in connection with the website hosting service while the Website Hosting Agreement is in full force and effect. ◻ ◻ [SPECIFY REMARKS] License to the Hosting Provider Example: The Client thus conceded to the Hosting Provider a non-transferable, non-restrictive, non-sub licensable, world-wide, and royalty-free license to use the Client's pre-existing Intellectual Property or Properties, as well as its corresponding rights, solely for the purpose of providing the [SPECIFY THE DELIVERABLES UNDER THE WEB HOSTING AGREEMENT]. ◻ ◻ [SPECIFY REMARKS] Use of the Intellectual Property or Properties Example: The Client warrants that it has the right to utilize any applicable Intellectual Property or Properties utilized in connection with the Web Hosting Agreement. ◻ ◻ [SPECIFY REMARKS] Developed Intellectual Property Example: If any Intellectual Property or Properties is/are developed under this Website Hosting Agreement, whether by the Client or the Hosting Provider in their own respective capacities or jointly-developed by both parties, both the Client and the Hosting Provider shall cooperate to execute a separate agreement regarding the ownership of and any licenses regarding that newly-developed Intellectual Property or Properties. ◻ ◻ [SPECIFY REMARKS] 11. Confidentiality Important Concepts/ Description General Guidelines / Sample Included Remarks Yes No Confidential Information Example: Proprietary and confidential information exchanged under this Agreement shall be dealt with accordingly by the Client. The proprietary and confidential information shall incorporate, however not constrained to, the terms, conditions, and provisions of this Agreement, product and services, list of clients, software, programs and pricing. The Client additionally consents not to disintegrate, decompose, dismantle, disassemble, interpret, decode or reverse engineer any of the Hosting Provider’s program, code or technology delivered to the Client or any part thereof. ◻ ◻ [SPECIFY REMARKS] Confidentiality Obligation Example: The receiving party shall hold in certainty and confidence all Confidential Information revealed by the disclosing party to the receiving party. ◻ ◻ [SPECIFY REMARKS] Use Solely for Purpose Example: The receiving party may only make use and utilize the Proprietary and Confidential Information as per the terms and conditions set out in this Agreement and solely for the purposes of [SPECIFY AGREED USE OR PURPOSE]. ◻ ◻ [SPECIFY REMARKS] Non-Disclosure Example: The receiving party may not reveal any Proprietary and Confidential Information, to any third party, except to the extent and degree allowed by this Web Hosting Agreement the disclosing party agrees to in writing, or as required by law. ◻ ◻ [SPECIFY REMARKS] Notice Example: The receiving party shall inform and notify the disclosing party in the event that it is required by law to reveal any Proprietary or Confidential Information, or learns of any unapproved exposure or revelation of any Proprietary or Confidential Information. ◻ ◻ [SPECIFY REMARKS] Use of Logos Example: The Client thus concedes to the Hosting Provider a non-transferable, non-restrictive, non-sub licensable, and royalty-free license to utilize and reproduce the Client's name, logos, and trademarks on the Hosting Provider's client records, advertising, promotions, and website. ◻ ◻ [SPECIFY REMARKS] 12. General Agreement Important Concepts/ Description General Guidelines / Sample Included Remarks Yes No Waivers Example: Neither the Client or the Hosting Provider’s failure, disregard or neglect to enforce and uphold any of the rights set forth under this Agreement shall be deemed to be a waiver of that party's rights. ◻ ◻ [SPECIFY REMARKS] No Course of Dealing Example: A single or fractional exercise of any right or remedy will not preclude any other or further exercise of any right or remedy ◻ ◻ [SPECIFY REMARKS] Indemnifica tion Example: The Client and the Hosting Provider shall indemnify and reimburse each other against all losses and misfortunes emerging out of any actions or proceedings brought by either of them or a third party, and arising out of the either party's resolute offense, willful misconduct or gross negligence. ◻ ◻ [SPECIFY REMARKS] Mutual Limitation of Liability Example: No party shall be liable for breach-of-contract damages that are remote, theoretical or speculative, or that the breaching party could not reasonably have predicted to happen into this Agreement. ◻ ◻ [SPECIFY REMARKS] Force Majeure Example: “Force Majeure Events” implies any condition or situation not within the reasonable control of the Party influenced, however only if and to the degree that (i) such condition or situation, in spite of the exercise of reasonable diligence, cannot be, or be caused to be, anticipated, prevented, evaded, avoided, evacuated or removed by such Party, and (ii) that such condition or situation physically, materially and antagonistically influences the capacity of the Party to carry out its obligations under this Agreement, and (iii) that such Party has taken all due care, reasonable measures, and reasonable alternative measures in order to avoid the impact of such event on the Party’s capacity to perform its obligations under this Agreement and to relieve the results thereof. ◻ ◻ [SPECIFY REMARKS] Notices This provision characterizes the following: (i) type of notice; (ii) how notice may be made; and (iii when the notice is considered to have been received. This provision works in conjunction with other provisions of the agreement describing the situations or conditions when notice is or shall be required. ◻ ◻ [SPECIFY REMARKS] Dispute Resolution This provision provides that any question, debate or dispute arising between the Client and the Hosting Provider are to be settled by a mediation court or an arbitration tribunal. The primary and relevant considerations in drafting a dispute resolution clause are: Binding or Non-Binding: The Binding arbitration provision means that the decision of the arbitrators is final. On the other hand, non-binding arbitration provision enable the parties to overlook the mediation court or the tribunal's decision and take the dispute to court. Choice of Rules: Parties select from a large number of domestic and international dispute resolution rules which shall be applied to settle any disputes. Choice of Arbitrators: The provision may determine the number and qualifications of the arbitrators and which party has the right of determination or dismissal. Timing and location: The provision may characterize the calendar for submitting disputes and the location for the hearing. ◻ ◻ [SPECIFY REMARKS] Governing Law and Jurisdiction and Venue This provision determines that the laws of a mutually agreed upon place of jurisdiction will govern the interpretation, implementation, and enforcement of the terms and conditions of the Web Hosting Agreement. ◻ ◻ [SPECIFY REMARKS] Severability This provision states what will happen to the Web Hosting Agreement if part of it or any of its provision is declared invalid, illegal, or unenforceable by a court of competent jurisdiction. This provision generally contains two parts, (a) savings language to protect the rest of the Agreement in the occasion that a court of competent jurisdiction declares a part to be invalid, illegal, or unenforceable, and (b) reformation language that describes how the parties expect the invalid, illegal or unenforceable parts to be modified in order to be valid, legal, or enforceable, or simply removed. ◻ ◻ [SPECIFY REMARKS] Entire Agreement This provision characterizes the scope of the agreement and demonstrates to courts that the parties' intent that what is defined as the Agreement represents the complete and entire agreement. ◻ ◻ [SPECIFY REMARKS]
- ASSIGNMENT OF MONEY DUE
ASSIGNMENT OF MONEY DUE FOR VALUE RECEIVED, the receipt and sufficiency of which are hereby acknowledged, the undersigned _____________________, , “Assignor”, does hereby grant, bargain, sell, convey, warrant and assign unto __________________, “Assignee”, all its right, title and interest in and to that certain debt or Money due described as follows: Describe Debt. For example, Open Account from__________ to___________ in the amount of Rs.______________due on the _____ day of _____ , 20 ____ , as evidence by the attached documents.] This is a non-recourse assignment and it is the responsibility of the Assignee to collect. Assignor, however, warrants that the debt is a valid debt and will defend this warranty. IN WITNESS WHEREOF, the undersigned has executed this assignment on this ________ day of _________________,20 ____ . _____________________________ ASSIGNOR ______________________________ ASSIGNEE Download Word Document In English. (Rs.15/-)
- ASSIGNMENT OF REAL ESTATE CONTRACT
ASSIGNMENT OF REAL ESTATE CONTRACT SubjectProperty:_________________________________________________Legal Description: _____________________________________________________________ ______________________________________________________________________________ This agreement is made between Your Company (ASSIGNOR) and I nvestor X (ASSIGNEE) regarding purchase of above referenced SUBJECT PROPERTY. Whereas Your Company (BUYER)__ has entered into a Purchase and Sales Agreement with __________ (SELLER)__ for the purchase of SUBJECT PROPERTY______________________ and whereas BUYER wishes to assign its rights, interests and obligations in the Purchase and Sales Agreement, it is hereby agreed between ASSIGNOR and ASSIGNEE as follows: 1. ASSIGNEE shall pay ASSIGNOR a NON-REFUNDABLE assignment fee of Rs. 60,000 (payable Rs. 30,000 with signing of contract and balance at close). 2. Assignee’s inspection period shall expire upon execution of this Assignment. ASSIGNEE accepts all terms and conditions of the contract for Sale and Purchase between BUYER and SELLER in its entirety. 3. ASSIGNEE acknowledges receipt of legible copies of the original Contract for Sale and Purchase in its entirety including all Addendums associated with this transaction. 4. Additional terms and conditions of this Assignment are as follows: This assignment contract is non-assignable without the express written consent of the ASSIGNOR. No changes to the Purchase Contract can be made without written Consent ofCompany 5. Disclosures and Acknowledgement: a) ASSIGNOR and affiliated associates make no warranty, expressed or implied, regarding inspection reports or other reports provided to ASSIGNEE by ASSIGNOR or third parties concerning this property. b) ASSIGNEE acknowledges they are conducting a transaction dealing directly with ASSIGNOR for the purchase of SUBJECT PROPERTY. c.) ASSIGNEE is not relying upon or being represented by a REAL ESTATE BROKERAGE in this transaction. AGREED AND ACCEPTED#1 ASSIGNOR (____________________________________) Signature:________________________________________ Date:_______________ #2 ASSIGNOR (____________________________________)Signature:________________________________________ Date:________________ ASSIGNEE(________________________________________)Signature:_________________________________________ Dated:_____________ Download Word Document In English. (Rs.20/-)
