| Project Title | Giant Traveling Washington State Map |
| Effective Date | December 10, 2008 |
| by and between | Allan Cartography, Inc. (hereinafter "Company") |
| business located at | 34 North Central Avenue |
| Medford, Oregon 97501-5924 | |
| 541-772-3989 | |
| and | Washington Geographic Alliance (hereinafter "Client") |
| a | Washington State Non-Profit Corporation |
| with registered offices at | 18825 6th Avenue Southwest |
| Normandy Park, Washington 98166-3978 | |
| 206-243-2928 |
Client is hiring Company to create a digital map of Washington State known as the "Giant Traveling Washington State Map" described in detail in Section 11 of this Agreement. Client will compensate Company to develop this project on a "Work for Hire" basis, and Client will own all right, title and interest in the resulting final works. Company agrees to perform services for the Client Agreement per the "Project Description," based upon the following terms and conditions:
As used in this Agreement:
"Work Product" Refers to all the works of authorship, products, or services created by Company and it employees, on behalf of the Client during the term of this Agreement and more fully described in Section 11 of this Agreement;
"Works Made for Hire" Refers to all of the Work Product created by Company or its employees while providing services to the Client, and are the Client's property.
Each party is acting as an independent Contractor and not as an agent, partner, or joint venture witt the other party for any purpose. Except as provided in this Agreement, neither party shall have any right, power, or authority to act or to create any obligations, express or implied, on behalf of the other. Neither Company or Company's employees shall become the agent, representative or employee of the Client and no express or implied representations to the contrary shall be made.
The Client will assign a contact person to whom Company can address questions about the program and project. This person shall initially be Richard T. Kennedy, Secretary of the Washington Geographic Alliance.
4.1. Company warrants that in carrying out the services described in this Agreement, the best technical practices, skills, procedures, care and judgment shall be employed, the assignments shall be performed in the most expeditious and economical manner consistent with the Client's best interests, and Company shall at all times cooperate with Client so as to further Client's best interests.
4.2. Company also warrants that it will provide Work Product as more fully described in Section 11 that confirm(s) to the specifications mutually agreed upon between Client and Company.
4.3. Company further warrants that it will provide the services in a timely fashion per the Client's schedule attached as Exhibit B to this Agreement. Company shall not be responsible for project delays caused by circumstances beyond its control.
4.4. Other than matter supplied by the Client, the Work Product provided by Company shall be the original work of Company. Neither the Work Product nor any portion of the Work Product (other than matter supplied by Client) will be subject to any license, pledge, assignment, or encumbrance. Work Product provided by Company to Client does not infringe on any person's patent, copyright, trademark, trade name, or trade secret.
5.1. In consideration of the compensation described in this Agreement, Company on its behalf and on behalf of its employees, agrees to grant, license, release and assign to Client all rights, title and interest in all copyrights / patents arising out of the services provided for under this agreement. All Work Product created by Company or its employees while providing services to Client shall be "works made for hire" and property of Client. Upon request, Company shall provide Client with whatever documents, information or materials are in Company's possession or reasonably available to Company to enable Client to protect its copyrights / patents in any materials produced as a result of this Agreement.
5.2. The documentation and Work Product will be released to Client upon payment of all sums due to Company.
Company will submit preliminary drafts and a final draft of any documentation for approval to Client before acceptance. The Client shall approve the final draft in writing. Once the final draft is approved by Client, Client then assumes the responsibility that the contents of the final draft are correct and accurate. Client assumes the responsibility that the final contents are correct and accurate before duplicating for distribution. Use of any drafts at any time for any purpose other than for Client's review constitutes full acceptance and approval by Client of materials described in Section 11.
Except as otherwise provided for in Section 4, Client releases Company from any and all liability arising out of or related to the product or use of product once Client duplicates, publishes, produces or uses any or all of the materials covered under this agreement and described in Section 11.
8.1. Client agrees to pay Company for this project the set fee of $2,500.
8.2. Payment is due within 45 days from the date of invoicing by Company.
8.3. Invoice shall be sent to Washington Geographic Alliance, c/o Bonnie Christian, Green River Community College, Mail Stop BI, 12401 SE 320th St., Auburn WA 98092-3699
The Estimates are based on Client's product development making Client's proposed deadlines. If changes to deadlines are necessary due to unforeseen Client-related problems or changes, Client shall be charged for additional time and materials related to new deadline. Company and Client agree to set mutually acceptable deadlines if Client-specified changes affect the proposed schedule.
10.1. This Agreement shall commence as of the date set forth above and remain in full force and effect until the project is completed or until terminated by Client upon 10 days written notice to Company. If Client wishes to terminate the Agreement due to Company's failure to perform services satisfactorily, Company shall have 15 days to cure unsatisfactory performance following written notice from Client detailing such dissatisfaction. If the work is still deemed unsatisfactory, the Agreement is immediately terminated.
10.2. Upon delivery of all work materials, Client shall pay Company for all outstanding services and expenses earned to date and are fully payable under this Agreement. Client shall not be responsible for any additional expenses incurred by Company to correct work deemed unsatisfactory by the Client under the conditions described above, nor for additional expenses related to the termination and assistance required of Company to the Client as part of said termination.
Company agrees to the following obligations:
12.1. Independent Companies. The relationship between both parties established by this Agreement shall be construed to give either party the power to direct and control the day-to-day activities of the other. Neither party is an agent, representative or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such relationship upon either party.
12.2. Governing Law & Jurisdiction. This agreement and the parties' actions under this Agreement shall be governed by and construed under that laws of the state of Washington, without reference to conflict of laws principals. The parties hereby expressly consent to the jurisdiction and venue of the federal and state courts within the state of Washington. Each party hereby irrevocably consents to the services of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address set forth in the preamble of this Agreement, such service to become effective thirty (30) days after such mailing.
12.3. Entire Agreement. This Agreement, including the attached exhibits, constitutes the entire Agreement between both parties concerning this transaction, and replaces all previous communications, representations, understandings, and Agreements, whether verbal or written between the parties to this Agreement or their representatives. No representations or statements of any kind made by either party, that are not expressly stated in this Agreement, shall be binding on such parties.
12.4. All Amendments in Writing. No waiver, amendment or modification of any provisions of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom such waiver, amendment or modification is sought to be enforced. Futhermore, no provisions in either party's purchase orders, or in any other business forms employed by either party will supersede the terms and conditions of this Agreement.
12.5. Notices. Any notice required or permitted by this agreement shall be deemed given if sent by certified mail, postage prepaid with return receipt requested, addressed to the other party at the address set forth in the preamble of this Agreement or at such other address for which such party gives notice hereunder. Delivery shall be deemed effective three (3) days, excluding Sundays, after deposit with postal authorities.
12.6. Costs of Legal Action. In the event any action is brought to enforce this Agreement, the prevailing party shall be entitled to recover its costs of enforcement.
12.7. Arbitration. Any dispute relating to the interpretation or performance of this Agreement shall be resolved at the request of either party through binding arbitration. Arbitration shall be conducted in King County, Washington in accordance with the then-existing rules of the American Arbitration Association. Judgment upon any award by the arbitrators may be entered by any state or federal court having jurisdiction. Company and Client intent that this Agreement to arbitrate be irrevocable.
12.8. Delay is Not a Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement, except as specifically provided in this agreement, shall operate as a waiver of any such right, power, or remedy.
12.9. Force Majeure. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God, strike, fire, flood, governmental acts, order or restrictions, Internet system unavailability caused by third parties, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (a "Force Majeure Event"), the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period. However, if the period of nonperformance exceeds sixty (60) days from the receipt of the Force Majeure Event, the party whose ability to perform has not been affected may, by giving written notice, terminate this Agreement effective immediately upon such notice or at such later date as is therein specified.
12.10. Non-Assignability & Binding Effect. Except as otherwise provided for within this Agreement, neither party may assign any of its rights or delegate any of its obligations under this agreement to any third party without the express written permission of the other. Any such assignment is deemed null and void.
12.11. Certain Sections Invalid. If any provisions of this Agreement are held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect.
12.12. Headings. The titles and headings of the various sections in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify, or place any construction upon or on any of the provisions of this Agreement.
| For Allan Cartography, Inc. | For Washington Geographic Alliance, Inc. |
| Owner | Client |
| Title | Title |
| Date | Date |