Below is our services contract:
$75 / hour ----
Basic Data Entry
Basic Catalog / Product Build:
Exports / Complex Product Build:
3 Party Software Integration:
Web Design / Branding / Images:
$110 / hour----
Services will be charged weekly by card on file
This Agreement is dated , 201 between Allmoxy, LLC, a Utah limited liability company
(“Allmoxy”), and Your Company (“Client”).
1. DESCRIPTION OF SERVICES.
Subject to the terms and conditions of this Agreement, Allmoxy will provide Client the services of catalog design and development. Any additional services must be approved in advance by Allmoxy and Client and will be billed at an hourly rate or on a per project basis as agreed.
Client will pay Allmoxy for the Services in accordance with the payment terms
described in the Policies attached to this Agreement as Appendix A (the “Policies”).
Charges will be billed weekly based on hourly rates. Payment terms are as provided in
Payments not received by Allmoxy on the due date are subject to a late charge equal
to 5% of the outstanding balance. An additional 5% charge may be added for every 15
days that payment is not received. Client is responsible for all costs of collection, including, without limitation, attorneys’ fees, court costs and time spent by Allmoxy on collection charged at Allmoxy’s highest hourly rate then in effect.
3. TERM; TERMINATION.
The term of this Agreement (the “Term”) begins on the date first written above and
ends on the date Allmoxy sends final deliverables to Client as provided in the Policies.
Notwithstanding subsection (a), either party may terminate this Agreement at any time
for any or no reason on 3 days’ prior written notice.
If Client terminates this Agreement as provided in the preceding subsection, (i) Allmoxy
will retain the down payment described in subsection 2(b), and (ii) Client will be
responsible for, and promptly pay to Allmoxy, all charges incurred through the date of
If Allmoxy terminates this Agreement as provided in subsection (b) and Client’s
payments through the date of termination exceed the amount of billable time devoted
to Client’s project, Allmoxy will promptly refund the overage to Client.
Either party may terminate this Agreement immediately for breach by giving the other
party written notice
4. RELATIONSHIP OF PARTIES.
Allmoxy is entering into this Agreement as an independent contractor and will remain
an independent contractor throughout the Term. As such, Allmoxy will provide all tools
and equipment necessary to perform the Services and will determine the method,
details and means of performing the Services at its discretion. Allmoxy is not required
to perform the Services during a fixed hourly or daily time. If the Services are performed on Client’s premises, Allmoxy’s time spent on the premises will be at Allmoxy’s discretion, subject to Client’s normal business hours and security requirements.
Allmoxy is not Client’s agent and has no authority to make any agreement,
commitment, representation or warranty on behalf of Client.
Allmoxy and its employees are not employees of Client and will not become
employees of Client as a result of Allmoxy’s performance under this Agreement.
Allmoxy and its employees are not entitled to any of the rights or benefits afforded to
Client’s employees, including, without limitation, disability or unemployment insurance,
worker’s compensation, medical insurance, holiday or sick leave, vacation or any other
Allmoxy is responsible for (i) providing at Allmoxy’s expense any disability,
unemployment, worker’s compensation and other insurance, training, permits and
licenses Allmoxy desires or requires, and (ii) payment of all income taxes, including,
without limitation, estimated taxes, incurred as a result of the consideration paid by
Client to Allmoxy for the Services. Allmoxy will provide Client a Federal Tax ID number.
5. NON-SOLICITATION OF EMPLOYEES.
Client agrees that without expressed written consent, at all times while Client is employing the services of Allmoxy and for twelve (12) months after contract period terminates, Client will not, directly or indirectly, whether individually or as an officer, director, employee, consultant, partner, stockholder, individual proprietor, joint venturer, investor, lender, consultant or any other capacity whatsoever: solicit, divert hire, retain (including as a consultant) or encourage to leave the employment or contract period of Allmoxy and any employee of Allmoxy, or hire or retain (including as a consultant) any former employee of Allmoxy who has left the employment of Allmoxy within twelve (12) months prior to such hiring or retention.
6. LIMITED WARRANTY; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
Allmoxy warrants that it will endeavor to perform the Services in a professional manner
in accordance with the terms described in the Policies and consistent with how Allmoxy
provides similar services to clients generally.
The limited warranty set forth in subsection (a) is made for the benefit of Client only. To
the maximum extent permitted under applicable law, Allmoxy makes no (and hereby
disclaims all) other warranties, representations or conditions, whether written, oral,
express, implied or statutory, including, without limitation, any implied warranties of
merchantability or fitness for a particular purpose, with respect to the Services and the
Client Product. Without limiting the generality of the preceding sentence, Allmoxy does
not warrant that (i) all errors can be corrected,
(ii) the Client Product will be uninterrupted or error-free, or (iii) use of the Client Product will
achieve any particular result.
To the maximum extent permitted under applicable law, in no event will Allmoxy or
Client, or any parent, subsidiary, affiliate or supplier of Allmoxy or Client, be liable for
any special, indirect, incidental, punitive or consequential damages, including, without
limitation, damages or costs due to (i) loss of profits, data, use or goodwill, (ii) personal
or property damage arising from this Agreement or resulting from or in connection with
Allmoxy’s performance hereunder, or (iii) the use, misuse or inability to use the Client
Product, regardless of the cause of action or the theory of liability, whether in tort,
contract or otherwise, and even if the potentially liable party has been notified of the
possibility of such damages occurring. To the maximum extent permitted under
applicable law, (i) in no event will Allmoxy be liable for procurement costs of substitute
products or services, and (ii) the cumulative liability of Allmoxy arising out of or in any
way connected to this Agreement, regardless of the theory of liability or the cause of
action, will not exceed the fees paid by Client to Allmoxy. The existence of one or more
claims under this Agreement will not increase Allmoxy’s liability in excess of the limits
contained in this subsection.
The parties hereby acknowledge that the limitation of liability described in subsection
(c) will survive in full force and effect despite any failure of consideration or of an
exclusive remedy. The parties further acknowledge that the prices have been set and
the Agreement entered into on reliance on the limitation of liability and that the
limitation of liability forms an essential basis of the bargain between the parties.
1. FORCE MAJEURE. Except for payment obligations, neither party will be responsible for
any failure to perform due to unforeseen circumstances beyond its reasonable control,
including, without limitation, acts of God, war, embargoes, fire, floods, terrorist attacks,
eartAllmoxyuakes, accidents, strikes, sickness, computer viruses and the like. If a party is
unable to perform due to unforeseen circumstances beyond its control, performance will be
delayed until the cause of the delay is removed, except that if the delay continues for more
than 10 business days, the other party may terminate this Agreement immediately on
7. DISPUTE RESOLUTION.
Allmoxy and Client hereby consent to resolve by final and binding arbitration all claims
or controversies arising out of or relating in any respect to this Agreement or the
Services. Notwithstanding the immediately preceding sentence, nothing in this
subsection limits the right of either party to seek and obtain injunctive or equitable relief
in a court of competent jurisdiction that is necessary to protect the rights or property of
a party pending the arbitrator’s final determination of the merits of the dispute.
The arbitration hearing will be held in Ogden, Utah, or in such other place mutually
agreeable to the parties. In accordance with the then-current American Arbitration
Association National Rules, the arbitration will be conducted before one arbitrator who
is licensed to practice law in the State of Utah and whom the parties mutually agree
upon or selected in accordance with the American Arbitration Association National
Rules. The arbitrator must have been actively engaged in the practice of law or the
arbitration of disputes for at least the past ten years prior to the arbitration hearing.
Each party has the right to be represented by an attorney at its own expense and to
present witnesses and other evidence at the arbitration hearing.
The parties may conduct discovery sufficient to enable them to adequately arbitrate
their claims and defenses, including, without limitation, having access to essential
facts, documents and witnesses, as determined by the arbitrator. At the request of a
party, and after the other party has had an opportunity to submit any objections, the
arbitrator will have the discretion to order the deposition of a witness if the arbitrator
deems the deposition relevant and consistent with the expedited nature of arbitration.
The arbitrator will also have the authority to enter appropriate protective orders to
preserve the confidentiality of sensitive information.
Either party may, at least 45 days before the scheduled arbitration hearing, submit to
the arbitrator a motion for summary judgment or summary adjudication of issues. Such
motion will be submitted in conformity with applicable federal rules of civil procedure
and court decisions. The non-moving party may then file opposition papers in response
to that motion, and the moving party may then file reply papers, consistent with
applicable federal rules of civil procedure and court decisions. The arbitrator will then,
at least 5 days before the scheduled or continued arbitration hearing date, issue a
written decision granting or denying the motion, in whole or in part, which sets forth the
grounds for that decision based on applicable law. The arbitrator’s decision will be final
and binding, subject to limited judicial review of an arbitrator’s decision under
The arbitrator will apply applicable Utah and federal law, regulations and case
precedents to the interpretation of this Agreement and the facts in dispute in
determining the rights and obligations of the parties (including, without limitation,
burdens of proof) and in awarding any relief. The arbitrator will have exclusive authority
to resolve any dispute relating to this Agreement or its interpretation, or arising out of
or relating to the relationship of the parties. The arbitrator will provide the parties a
written, reasoned decision setting forth the essential findings of fact and conclusions of
law. The arbitrator may award the types and amounts of relief that would be available if
the claim had been brought in court. The decision or award by the arbitrator will be final
and binding, subject to limited judicial review where authorized by applicable law.
The party that prevails in the arbitration, or whose motion for summary judgment is
granted in full, will be awarded its reasonable attorneys’ fees, to be paid by the other
party. The arbitrator must designate a prevailing party.
Except as required by law, no party or witness to any arbitration under this Agreement
will disclose the existence, content or outcome of that arbitration without the prior
written consent of all parties to the arbitration.
If any provision of this Agreement is held invalid or enforceable by a court of competent
jurisdiction, the remaining provisions will continue in full force.
No waiver of any default or breach of any provision of this Agreement, or failure to
enforce rights contained in this Agreement, will operate as or constitute a waiver of any
subsequent default or breach.
This Agreement is binding on, and will inure to the benefit of, the parties and their
respective heirs, executors, administrators, representatives, successors and permitted
assigns. Neither party may assign this Agreement without the consent of the other party.
All notices under this Agreement must be in writing and must be given in the manner
described in the Policies.
Time is of the essence on the performance of this Agreement.
This Agreement may only be changed by a writing signed by each party.
This Agreement, including its Appendices, constitutes the entire agreement between
Allmoxy and Client and supersedes all prior understandings, agreements or representations
of either party concerning the subject matter of this Agreement.