Non-Disclosure: the client and WP Chef acknowledge that they may have access to information and knowledge, including confidential information, relating to all aspects of the other’s business, the disclosure of which may be highly detrimental to the best interests of the other. Accordingly, the client and WP Chef agree that they and their directors, employees, contractors, agents, representatives, sub-contractors and suppliers shall keep confidential all information, reports and documentation pertaining to the other’s business acquired in the course of performance of their obligations under this Agreement. the client and WP Chef shall not disclose or use any of the said information, reports, or documentation for any purposes other than the performance of their obligations under this Agreement. This provision shall survive the temporary cessation or termination of this Agreement.
Non-Solicitation: During the term of this Agreement and for a period of one (1) year thereafter, the client agrees not to initiate or maintain contact (except for those contacts made in the ordinary course of business), or interfere with or attempt directly or indirectly, to obtain the withdrawal of any employee of WP Chef, without the prior written permission of WP Chef.
Ownership and Intellectual Property Rights: the client and WP Chef acknowledge that all deliverable reports of any nature created and/or prepared by WP Chef pursuant to this Agreement shall be considered the exclusive property of the client also acknowledges that ownership of all delivery processes, consulting, site and content development, and site promotions methodologies and techniques, and recommended alternative approaches are the exclusive property of WP Chef. the client also acknowledges that all Web software-developed products are open-source and there for free to the general public unless otherwise noted and that the client will be responsible for acquiring applicable licenses for the use of these products. All content and materials provided by the client remain the property of the client.
Relationship: the client and WP Chef agree that they are independent contractors and nothing in this Agreement shall be construed so as to constitute either party as an employee, agent, partner, or joint venturer of the other, unless otherwise agreed to as part of this agreement.
Indemnity: the client and WP Chef hereby each agree to indemnify and hold harmless the other and the other’s respective directors, officers, employees, contractors, agents and representatives from and against any and all loss, liability, damage, expense, cause of action, suit, claims or judgments (including legal fees and disbursements on an attorney/solicitor and his own client basis)(collectively Claims) arising out of any Claims made by any third parties in connection with any acts, errors or omissions of the client or WP Chef (as the case may be) and its directors, officers, employees, contractors, agents and representatives, including claims made by the officers, employees, contractors, agents and representatives of the other party in connection with this Agreement.
Limitation of Liability: WP Chef and its directors, employees, contractors, agents or representatives shall not be liable for any damage whatsoever, including but not limited to direct, indirect, special, incidental or consequential damages, including lost revenue or profits or additional operating expenses, and whether based upon negligence, strict liability or other tort, contract, statutory right or other theory of liability, arising out of or in connection with the Services. The Clients sole and exclusive remedy for any complaint arising out of this Agreement shall be limited to the monetary sum of the Contract Fee paid to WP Chef.
Assignment: Neither party shall have the right to assign this Agreement in whole or in part, without the prior written approval of the other.
Termination: Either party must document termination of the relationship between the client and WP Chef in writing and appropriate 30-day notice must be given. Should the client terminate the contract prior to completion, WP Chef reserves the right to collect payment for the revenues earned to that point.
Notice: All written communications and notices shall be given by personally delivering or mailing same by registered mail, postage prepaid, or by sending by facsimile transmission to the respective address of the client and WP Chef as set out at the end of this Agreement, or to other addresses as the parties may in writing specify. Any communication and notice shall be recognized as received by the party to whom it is addressed upon delivery, if personally delivered, or three (3) business days after mailing if sent by registered mail. Or when transmitted, if sent by facsimile transmission. In the event normal mail service shall be interrupted, the party sending the communication or notice shall utilize any of the services, which has not been so interrupted, or any other mode of communication, which shall ensure prompt receipt of written communication or notice by the receiving party.
Validity: The invalidity or sever ability of any provision of this Agreement shall not affect the validity of any other provision herein contained.
Force Majeure: Except as expressly provided in this Agreement, neither party shall be liable for any delay in performance due to causes beyond its reasonable control and without its fault or negligence; provided that such party promptly notifies the other party of such delay by such causes (Force Majeure Condition). The party whose performance is delayed by a Force Majeure Condition shall use its best efforts to notify the other party of such delay and to minimize its effect.
Additional Costs: the client agrees that additional costs incurred by WP Chef in the course of executing the terms of this agreement will be the responsibility of the client. Additional costs include, but are not limited to, travel, accommodation, and other associated costs, subject to the prior approval of the client. Additional time for WP Chef for executing against deliverables not covered by the Agreement will be billed to the client, subject to quotation by WP Chef for the client’s prior approval. Once the final website has been completed, a monthly hosting fee will be established to reflect the site size and bandwidth requirements. the client reserves the right to host its site elsewhere, however, the WP Chef Site Manager is operational on WP Chef’ servers only, and may not be transferred to another service provider.
Waiver: Any waiver (expressed or implied) by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
Time: Time shall be of the essence of this Agreement in all respects and any waiver of any time provision shall not be effective unless in writing and signed by both parties.
Headings: The headings in this Agreement are for convenience only and do not in any way limit or amplify the terms in this Agreement.
Binding: This Agreement shall ensure to the benefit of, and shall be binding upon, the client and WP Chef and their respective successors and assigns.
Counterparts: The parties may execute this Agreement in two or more counterparts, each of which will be deemed an original and all of which together will constitute one instrument.
Governing Law: This Agreement shall be governed by and construed under the laws of Ontario without reference to principles of conflicts of laws.
Entirety: This Agreement constitutes the entire agreement and understanding between the client and WP Chef notwithstanding any previous written or oral undertakings. The terms of this Agreement shall not be altered by any oral agreement or informal writing, nor by failure to insist upon performance, or failure to exercise any right, power or privilege given under this Agreement, nor shall any single or partial exercise of a right, power or privilege preclude any other or further exercise of a right, power or privilege or further exercise of any such right, power or privilege.
The terms and conditions of this Agreement shall control any conflicting the client of dealing or performance. Any amendments shall be in writing signed by the client and WP Chef. This Agreement supersedes all other agreements between the parties related to the subject of this Agreement.
Language: The parties acknowledge that it is their wish that this Agreement and all related documents be in the English language only.