Standard Terms & Conditions
I. Scope of Engagement. Productio is engaged to provide the services outlined in this proposal, and this is a commitment document that helps to define the scope and specifics of this business relationship (the “Agreement”).
II. Term. The term of this Agreement shall begin on the effect contract signed date and will last for a duration of 12 months.
III. Payment. The total contract amount is outlined in the contract total is the amount due by the signing party. Your payment terms are outlined in your contract.
Productio has the right to withhold goods and services prior to, during, and after an event if payment has not been received. Productio will invoice amounts and/or additional payments associated with other deliverables described in the contract.
IV. Travel & Entertainment Expense. Productio is responsible for following the travel guidelines put forth by The Client. All food, beverage and entertainment costs will be covered by Productio. Transportation and hotel expenses be paid for by The Client.
V. Confidentiality. With respect to any information supplied in connection with this agreement and designated by either party as confidential, or which the recipient should reasonably believe is confidential based on its subject matter or the circumstances of its disclosure, the recipient agrees to protect the confidential information in a reasonable and appropriate manner, and use and reproduce the confidential information only as necessary to perform its obligations under this Agreement and for no other purpose. The obligations in this paragraph shall not apply to information which is: (i) publicly known; (ii) already known to the recipient; (iii) lawfully disclosed by a third party; (iv) independently developed; or (v) disclosed pursuant to legal requirement or order. Subject to the foregoing, the recipient may disclose the confidential information on a need-to-know basis to the recipient’s contractors, agents and affiliates who agree to maintain its confidential nature.
VI. Indemnification. Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees, agents and representatives, to the fullest extent permitted by law, from and against all third-party claims, suits, actions, liabilities, legal proceedings, demands, losses, damages, judgments, costs and expenses (including reasonable attorneys’ fees) for (i) damage to property arising as a result of any gross negligence, fraud or willful misconduct; (ii) intellectual property infringement; (iii) any material breach of this Agreement; or (iv) damages caused by a user (including damages from a social comment posted through the software).
VII. Ownership of Intellectual Property. With the sole exception of any preexisting intellectual property of Productio or any preexisting third-party software used in connection with the satisfaction of Productio’s obligations hereunder; all materials, products and related modifications thereto developed or prepared by Productio (including any of its subcontractors) in connection with the terms of this Agreement, are the exclusive property of Productio and all right, title, and interest thereto shall vest in Productio and be deemed to be a “work-made-for-hire” and made in the course of services rendered hereunder. All content is specifically licensed for the use and term of the outlined project and no rights or ownership of content or intellectual property is implied or given.
VIII. Role as Independent Contractor. It is understood and agreed that the activities of Productio, and its employees, agents and representatives, to fulfill this agreement shall be limited to the role of an Independent Contractor. No employee, agent or other representative of either party, and none of the activities of any such employee, agent or representative, shall at any time be deemed to be under the control or authority of the other party, or under the joint control of both parties. Neither party shall have any power or authority to bind the other party to any agreement or legal obligation.
IX. Warranty. Productio shall perform the services outlined in this Agreement in a workmanlike manner in accordance with the terms stated herein and the prevailing reasonable commercial standards applicable thereto. Productio further warrants that: (a) the services and any deliverable will not infringe against any third party’s patent, copyright, trade secret, or other proprietary rights; and (b) for a period of three (3) months following installation (the “Warranty Period”), any software delivered to the Client or its clients hereunder shall: (i) be free from significant programming errors and from defects in workmanship and materials; and (ii) conform to the performance capabilities, characteristics, specifications, functions and other descriptions and standards applicable thereto as set forth in this Agreement. In the event that any such errors or defects are discovered during the Warranty Period, Productio shall promptly remedy such defects at no additional expense to the Client. These warranties are cumulative of and in addition to any other warranties provided by law. The Client understands that there are certain aspects of the software that are dependent on the integration with outside social networks (example: LinkedIn, Facebook, Twitter), and the Client further realizes that these networks may change integration without notification to Productio. Productio is not to be held liable for any product performance (including SLA requirements) as a result of something caused by an outside social network.
X. Force Majeure. Productio shall not be liable for any delay in performance or inability to perform due to Force Majeure. Force Majeure includes any acts or omissions of any civil or military authority, acts of God, acts or omissions of the Company, acts of terrorism, fires, labor disturbances, major equipment failures, fluctuations or non-availability of electrical power or telecommunications equipment, or any other act, omission or occurrence beyond reasonable control, irrespective of whether similar to the foregoing enumerated acts, omissions or occurrences. If the performance is delayed by Force Majeure the time for performance shall be extended to such extent which equals the delay caused by the Force Majeure event.
XI. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the state of North Carolina, excluding its conflict of law rules. All actions in any way arising out of or related to this Agreement shall be litigated in courts within such state, and the parties hereby consent and submit to the venue and jurisdiction of any local, state or federal court located therein.
XII. Complete Agreement. This Agreement is the parties’ entire understanding on its subject matter, and supersedes all prior inconsistent understandings. No other representations, promises, agreements, or understandings, whether oral or written, shall be of any force or effect. This Agreement shall be binding upon and inure to the benefit of the Client, its successors or assigns.