Website Design & Development Agreement

This website development Agreement is between owner company a(n) Maryland Corporation (the "Owner") and CROWTOES CUSTOM DEVELOPMENT a Colorado Sole Proprietorship (the "Provider").

RECITALS

The Owner is in the business of providing information and assistance to those seeking inclusive housing.

The Provider is engaged in the business of developing and designing websites and the Owner wishes to engage the Provider as an independent contractor for the Owner for the purpose of designing and developing the Owner's website (the "Website").

The Provider wishes to develop the Website and agrees to do so under the terms and conditions of this Agreement.

The Parties therefore agree as follows:

1. ENGAGEMENT; SERVICES.
1. Engagement. The Owner retains the Provider to provide, and the Provider shall provide, the services described in ATTACHMENT A (the "Services").
2. Services. Without limiting the scope of Services described in ATTACHMENT A, the Provider shall:
1. perform the Services set forth in ATTACHMENT A. However, if a conflict exists between this Agreement and any term in ATTACHMENT A, the terms in this Agreement will prevail;
2. devote as much productive time, energy, and ability to the performance of its duties under this Agreement as may be necessary to provide the required Services in a timely and productive manner;
3. perform the Services in a safe, good, and workmanlike manner by fully trained, skilled, competent, and experienced personnel using at all times adequate equipment in good working order;
4. supply all tools, equipment, and supplies required to perform the Services, except if the Provider's work must be performed on or with the Owner's equipment;
5. ensure that all materials and equipment furnished to its personnel is of good and merchantable quality, unless otherwise agreed by the Owner;
6. provide services (including the Services) and end products that are satisfactory and acceptable to the Owner, and in accordance with the approved designs and specifications set forth in 1(b)vii;
7. design a Website "Style Guide" subject to the Owner's revision and approval as follows:Up to two rounds of revisions if necessary
1. Round 1 may include any element of the aesthetic design
2. Round 2 may not include major brand revisions such as changes to logos or general color pallet, but may include changes to element colors within the pallet, element sizing, element spacing, or interaction effects.
3. If additional design services are required, the Owner shall pay the Provider at the regular rate of $100 per hour or purchase discounted hours in advance which may be used for those services in the Owner's discretion;
8. on completion of the content and design, assist the Owner in installation of the Website to its final location, which will include helping the Owner upload the finished files to the Owner's selected web hosting company; and
9. provide all PHP, HTML, CSS, JS files and code to the Owner;
3. Legal Compliance. The Provider shall perform the Services in accordance with applicable laws, rules, or regulations.
4. Owner's Obligations. The Owner shall:make timely payments of amounts earned by the Provider under this Agreement;
1. notify the Provider of any changes to its procedures affecting the Provider's obligations under this Agreement at least 30 days before implementing those changes;
2. provide initial information, and supply all content for the Website;
3. register the Website's domain name, select the web hosting company, and pay any fees associated with these activities; and
4. make any changes or additions to the Owner's current systems, software, or hardware, at the Owner's own expense, that may be required to support the operation of the Website.
2. TERM AND TERMINATION.
1. Term. This Agreement will become effective as described in Section 1, at such time as the Agreement is signed in accordance with Section 22. Unless it is terminated earlier in accordance with subsection 2(b), this Agreement will continue until the Services have been completed and the Provider has been paid in full for those Services (the "Term").
2. Termination. This Agreement may be terminated by either Party for a material breach of any provision of this Agreement by the other Party, if the other Party's material breach is not cured within 30 days of receipt of written notice of the breach;
3. Effect of Termination. After the termination of this Agreement for any reason, the Owner shall promptly pay the Provider for Services rendered before the effective date of the termination. The Provider shall deliver all intellectual property developed before the Termination Date under this Agreement to the Owner within 30 days of the Termination Date.
3. COMPENSATION.
1. Terms and Conditions. The Owner shall pay the Provider in accordance with ATTACHMENT A.
2. No Payments in Certain Circumstances. No payment will be payable to the Provider under any of the following circumstances:
1. if prohibited under applicable government law, regulation, or policy;
2. if the Provider did not perform or complete the Services described in ATTACHMENT A; or
3. if the Services performed occurred after the expiration or termination of the Term, unless otherwise agreed in writing.
3. No Other Compensation. The compensation set out above and in ATTACHMENT A will be the Provider's sole compensation under this Agreement.
4. Expenses. Any ordinary and necessary expenses incurred by the Provider or its staff in the performance of this Agreement will be the Provider's sole responsibility.
5. Taxes. The Owner has no obligation to pay or withhold any sums for any income, social security, employment-related, or other taxes incurred by the Provider as a result of the performance of the Services under this Agreement.
6. Other Benefits. The Provider has no claim against the Owner under this Agreement or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
4. NATURE OF RELATIONSHIP
1. Independent Contractor Status.
1. The relationship of the Parties under this Agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this Agreement. Neither Party may assume or create obligations on the other Party's behalf and neither Party may take any action that creates the appearance of such authority.
2. The Provider has the sole right to control and direct the means, details, manner, and method by which the Services will be performed, and the right to perform the Services at any time, place, or location. The Provider or the Provider's staff shall perform the Services, and the Owner is not required to hire, supervise, or pay any assistants to help the Provider perform those Services.
5. CONFIDENTIAL INFORMATION.
1. Confidentiality. During the Term, the Provider may have access to or receive certain information of or about the Owner that the Owner designates as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by the Provider ("Confidential Information"). Confidential Information includes information relating to the Owner or its current or proposed business, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. The Provider will treat the Confidential Information as confidential and will not disclose it to any third party or use it for any purpose but to fulfill its obligations in this Agreement. In addition, the Provider shall use due care and diligence to prevent the unauthorized use or disclosure of such information.
2. Obligation to Maintain Confidentiality.
1. Confidentiality. At all times during its work with the Owner, the Provider shall hold in strictest confidence, and not use, except for the benefit of the Owner, or disclose to any person, firm, or corporation without the prior written authorization of the Owner, any of the Owner's Confidential Information.
2. Term. The Provider shall maintain the confidentiality and security of the Confidential Information until the earlier of: (i) the time that all Confidential Information disclosed under this Agreement becomes publicly known and made generally available through no action or inaction of the Provider or (ii) the first anniversary of the termination of the Provider's work with the Owner. However, to the extent that the Owner has disclosed information to the Provider that constitutes a trade secret under law, the Provider shall protect that trade secret for as long as the information qualifies as a trade secret.
3. Exceptions. The obligations and restrictions in subsection (a) do not apply to that part of the Confidential Information which:
1. was or becomes publicly available other than as a result of a disclosure by the Provider in violation of this Agreement;
2. was or becomes available to the Provider on a nonconfidential basis before its disclosure to the Provider by the Owner, but only if:
1. the source of such information is not bound by a confidentiality Agreement with the Owner or is not otherwise prohibited from transmitting the information to the Provider by a contractual, legal, fiduciary, or other obligation; and
2. the Provider provides the Owner with written notice of its prior possession either (I) before the effective date of this Agreement or (II) if the Provider later becomes aware (through disclosure to the Provider) of any aspect of the Confidential Information as to which the Provider had prior possession, promptly on the Provider so becoming aware;
3. is requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar processes), or is required by a regulatory body, to be disclosed. However, the Provider shall:
1. provide the Owner with prompt notice of these requests or requirements so that the Owner may seek an appropriate remedy;
4. If a protective order or other remedy is not obtained or the Owner grants a waiver under this Agreement, the Provider may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to the Owner, the Provider is legally compelled or otherwise required to disclose; or
5. was developed by the Provider independently without breach of this Agreement.
4. Remedy. Money damages may not be a sufficient remedy for any breach of this Section by the Provider and, in addition to all other remedies, the Owner may seek (and may be entitled to) as a result of that breach, specific performance and injunctive or other equitable relief as a remedy.
6. WEBSITE WARRANTY.
1. No Disablement. The Provider warrants that the Website, when delivered or accessed by the Owner, will be free from viruses, logic locks, and other disabling devices or codes, and will contain no virus, Trojan horse, worm, drop-dead devices, trap doors, time bombs, or other software routines or other hardware components that could permit unauthorized access, disable, erase, or otherwise harm the Website or any software, hardware, or data, cause the Website or any software or hardware to perform functions other than those specified in this Agreement, halt, disrupt, or degrade the operation of the Website or any software or hardware, or perform any other such actions.
7. TIMING AND DELAYS. The Provider shall inform the Owner immediately of any anticipated delays in the delivery schedule and of any remedial actions being taken to ensure completion of the Website according to schedule. If a delivery date is missed, the Owner may, in its sole discretion, declare that delay a material breach of the Agreement under subsection 2(b)(ii) and pursue all of its legal and equitable remedies. The Owner may not declare a breach and the Provider cannot be held in breach of this section if the delay is caused by an action or failure of action of the Owner. In that case, the Provider shall provide the Owner with written notice of the delay and will not continue to work on the Website until the reason for the delay has been resolved by the Owner and the Owner has provided written notice of the resolution to the Provider.
8. INTELLECTUAL PROPERTY.
1. No Intellectual Property Infringement by Provider. The Provider represents that the use and proposed use of the Website by the Owner or any third party does not and will not infringe, and the Provider has not received any notice, complaint, threat, or claim alleging infringement of, any trademark, copyright, patent, trade secrets, industrial design, or other rights of any third party in the Website, and the use of the Website will not include any activity that may constitute "passing off." To the extent the Website infringes on the rights of any third party, the Provider shall obtain a license or consent from that third party permitting the use of the Website.
2. No Intellectual Property Infringement by Owner. The Owner represents to the Provider that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Provider for inclusion in the Website are owned by the Owner, or that the Owner has permission from the rightful owner to use each of these elements, and will indemnify the Provider and its subcontractors against any liability (including attorneys' fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Owner.
3. Continuing Ownership of Existing Trademarks. The Provider recognizes the Owner's interest in all service marks, trademarks, and trade names used by the Owner and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Owner's right, title, and interest therein, nor shall the Provider cause diminishment of value of those trademarks or trade names through any act or representation. The Provider may not apply for, acquire, or claim any interest in those service marks, trademarks, or trade names, or others that may be confusingly similar to any of them, through advertising or otherwise. Effective as of the termination of this Agreement, the Provider will stop using all of the Owner's trademarks, marks, and trade names.
9. AUTHORSHIP CREDIT. The Provider may include a byline and link on the bottom of the Website establishing authorship credit. This byline is on agreement by both the Owner and the Provider and must be removed at any time on written request by either Party.
10. OTHER ACTIVITIES. During the Term, the Provider may engage in other independent contracting activities, except that the Provider may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Provider's obligations or the scope of Services to be rendered for the Owner under this Agreement.
11. FORCE MAJEURE. A Party will not be considered in breach or in default because of, and will not be liable to the other Party for, any delay or failure to perform its obligations under this Agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party's reasonable control (each a "Force Majeure Event"). However, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:
1. notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and
2. use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this Agreement.
12. GOVERNING LAW.
1. Choice of Law. The laws of the state of Colorado govern this Agreement (without giving effect to its conflicts of law principles).
2. Choice of Forum. Both Parties consent to the personal jurisdiction of the state and federal courts in Ouray, Colorado.
13. AMENDMENTS. No amendment to this Agreement will be effective unless it is in writing and signed by both Parties.
14. ASSIGNMENT AND DELEGATION.
1. No Assignment. Neither Party may assign any of its rights under this Agreement, except with the prior written consent of the other Party. All voluntary assignments of rights are limited by this subsection.
2. Delegation. The Provider, for the provisioning of the Services, may in the provider's sole discretion, use the services of third party subcontractors, including but not limited to third-party data centers, hosting providers, designers, developers and technicians. The provider shall be responsible for any act or omission by said third party subcontractors which, if performed by the Provider, would constitute a breach of the Provider's obligations under this Agreement.
3. Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.
15. COUNTERPARTS; ELECTRONIC SIGNATURES.
1. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
2. Electronic Signatures. This Agreement, agreements ancillary to this Agreement, and related documents entered into in connection with this Agreement are signed when a Party's signature is delivered by email. These signatures must be treated in all respects as having the same force and effect as original signatures.
16. SEVERABILITY. If any one or more of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, but this Agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this Agreement to be unreasonable.
17. NOTICES.
1. Writing; Permitted Delivery Methods. Each Party giving or making any notice, request, demand, or other communication required or permitted by this Agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this Agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), or email.
2. Addresses. A Party shall address notices under this section to a Party at the following addresses:
1. If to the Owner:
1. Website Owner
2. Owner Address
3. Owner City, Colorado, 81432
4. owner@email.com
2. If to the Provider:
1. CrowToes
2. P.O. Box 1326
3. Ridgway, Colorado, 81432
4. michael@crowtoes.com
18. WAIVER. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the Party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
19. ENTIRE AGREEMENT. This Agreement constitutes the final Agreement of the parties. It is the complete and exclusive expression of the parties' Agreement about the subject matter of this Agreement. All prior and contemporaneous communications, negotiations, and Agreements between the parties relating to the subject matter of this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this Agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this Agreement. Except as set forth expressly in this Agreement, there are no conditions precedent to this Agreement's effectiveness.
20. HEADINGS. The descriptive headings of the sections and subsections of this Agreement are for convenience only, and do not affect this Agreement's construction or interpretation.
21. EFFECTIVENESS. This Agreement will become effective when all parties have signed it. The date this Agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this Agreement.
22. NECESSARY ACTS; FURTHER ASSURANCES. Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this Agreement contemplates or to evidence or carry out the intent and purposes of this Agreement.

CrowToes Custom Development

By:__________________________________________ Date: _________________

Name: Michael Croteau
Title: Developer

Maryland Inclusive Housing Corporation

By:__________________________________________ Date: _________________

Name: Andy Krauss
Title: Director of Communications

• Website Design: (Phase Two)
• Style Guide
• Font choices
• Heading font sizes
• Body font sizes
• List styling
• Table styling
• Form styling
• Button styling
• Color pallet
• Color use examples
• Logo use standards
• Spacing, margins and padding
• Layouts:
• Example of page design
• Example of form design
• Example blog post design
• Example search results or archive page design
• Revisions as stipulated in this Agreement in Section 1.b.vii
• Website Development: (Phase Three)
• Installation and setup of local development environment and development server.
• Installation and setup of WordPress.
• Installation and setup of required plugins.
• Installation and setup of required themes.
• Development of custom theme and/or plugin files to implement the approved style guide, including:
• Page Template files in PHP
• Single Post and Archive Template files in PHP
• Style Sheet files / CSS
• Javascript files JS
• URL Redirects for Legacy URLs if requested by the Owner or deemed necessary by the Provider
• Deployment of all theme and/or plugin files to the development server.
• Deployment of the finished website to the production server environment after approval
• Updates to DNS settings if necessary to direct public web traffic to the new site

• All Written Content, Images, Videos and/ or Audio as well as any downloadable documents like PDF's
• Access to any website or web service from which content, settings, code, or other assets should be imported or otherwise included in the new website, including but not limited to:
• Existing Domain Registrar
• Existing Web hosting company
• Existing Website
• Zapier or other middleware accounts as necessary
• ActiveCampaign, MailChimp, Flodesk or other email marketing service as necessary
• Continuing access to systems, services and websites necessary for ongoing maintenance during any period for which such has been contracted

1. $1497 to begin initial assessment of requirements.
2. $2197 to begin style guide development.
3. $5497 to begin website development