Monthly Maintenance

Prepared for XCell Design Firm

Date Issued: Monday, February 1st, 2021

Start Date: February 1st, 2021

Scope of Services

Ongoing Maintenance

Hybrid Interactive is partnering up with XCell Design Firm on a monthly retainer. Both parties will work through priorities, tasks, and to provide monthly maintenance in order to keep the website running optimally.

Your Investment

Below is the budget we've estimated based on the scope of services outlined earlier in this proposal. If you have any questions about our pricing or need to increase or decrease the scope of work, please let us know.

Core Budget

DescriptionPrice
Ongoing Maintenance$450
Total $450.00 per month

Statement of Work & Contract

Between "us", Hybrid Interactive., and "you", XCell Design Firm

You XCell Design Firm, located at 445 Mystic View Turn, Glen Burnie MD 21061 are hiring Hybrid Interactive located at 8671 Emerson Court, Thornton, CO to provide services outlined above in the Scope of Services for the total monthly price of $450.00 as outlined in previous correspondences.

1.0 Services Rendered

HTML, CSS and Javascript

We deliver our final product using the latest HTML, CSS and Javascript standards.

Browser Testing

Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.

Desktop Browser Testing

We test our work in the latest versions of major desktop browsers:

  • Microsoft: Edge
  • Apple: Safari
  • Google: Google Chrome
  • Mozilla: Firefox

If you need an enhanced design for an older browser, not listed above, we can provide a separate quote for that.

Mobile Browser Testing

Testing popular small-screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our work in:

  • iOS: Safari
  • Android 5.1: Google Chrome, Firefox

We currently don’t test Blackberry, Opera Mobile, Symbian or other mobile browsers. If you need us to test using these, we can provide a separate estimate for that.

Changes and Revisions

We know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your earliest ideas. We don’t want to limit your ability to change your mind or make decisions later when you might be better informed. The price at the beginning of this contract is based on the length of time we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate to cover the additional work.

Errors

We can’t guarantee that our work will be error-free (we’re human!) so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.

2.0 Mutual Cooperation

We agree to use our best efforts to fulfill and exceed your expectation on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work.

3.0 Charges for Services Performed

Functionality or feature requests above and beyond those listed in the budget and/or the functionality specs may be considered out-of-scope and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days will incur fees to resume work at the discretion of Hybrid Interactive.

4.0 Terms of Payment

4.1 Billing Schedule

We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.

The total budget for this project: $450.00 per month

Hybrid Interactive will invoice XCell Design Firm for $450.00.

Hybrid Interactive will supply XCell Design Firm with all necessary purchase order numbers and other internal information required for invoice processing before the close of the month of work (if applicable).

4.3 Client Agreement To Pay

You agree to pay the monthly retainer amount by the first of the month. Hybrid Interactive will charge a late payment fee of 1% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs Hybrid Interactive pays for carrying overdue invoices from XCell Design Firm. In addition, Hybrid Interactive reserves the right to stop work until payment is received.

4.4 Collection Costs

In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.

5.0 Cancellation of Plans

You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.

6.0 Responsibilities

6.1 Hybrid Interactive Responsibility For Releases

We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).

6.2 Client Responsibility For Releases

You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them.

Then when your final payment has cleared, copyright will be automatically assigned as follows:

You’ll own the visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.

You agree to provide us with enough work for the hourly agreement. We aim to provide the peace of mind to you that your tech runs smoothly and that you have a partner watching your digital back.

6.3 Client Responsibility For Accuracy

You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.

6.4 Pause Clause

You agree that if there is a client deliverable (such as input, approvals, or payment) that is late more than 10 business days the project will be considered “on hold.” Once the deliverable is received and the project is re-activated it will be rescheduled based on Hybrid Interactive’ current workload and availability.

7.0 Confidentiality

Hybrid Interactive acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Hybrid Interactive on behalf of XCell Design Firm or disclosed by Hybrid Interactive to XCell Design Firm.

7.1 Confidential Information

Hybrid Interactive agrees, at all times during the term of this Agreement and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the XCell Design Firm to the extent necessary to perform its obligations hereunder, and not to disclose to any person, firm, corporation or other entity, without written authorization from the XCell Design Firm in each instance, any Confidential Information (as defined below) that Hybrid Interactive obtains, accesses or creates during the term of this Agreement, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of Hybrid Interactive. Hybrid Interactive further agrees not to make copies of such Confidential Information except as authorized by the XCell Design Firm. “Confidential Information” means information and physical material not generally known or available outside the XCell Design Firm and information and physical material entrusted to the XCell Design Firm in confidence by third parties. Confidential Information includes, without limitation: (i) company inventions; (ii) technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, developments, inventions, laboratory notebooks, processes, formulas, techniques, lists of, or information relating to, suppliers and customers, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to Hybrid Interactive by the XCell Design Firm either directly or indirectly, whether in writing, electronically, orally, or by observation.

7.2 Ownership of Inventions

To the extent that, in the course of providing the Services, Hybrid Interactive jointly or solely conceives, develops, or reduces to practice any inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws (collectively, “XCell Design Firm Inventions”), Hybrid Interactive hereby assigns all rights, titles and interest to such XCell Design Firm Inventions to the XCell Design Firm. “XCell Design Firm Inventions” shall not include any software, owned or developed by, or licensed to Hybrid Interactive, or methodologies, techniques, software libraries, tools, algorithms, materials, products, ideas, designs, and know-how (including all copies, enhancements, modifications, revisions, and derivative works of any of the foregoing) that existed prior to the date hereof or are acquired by Hybrid Interactive from a third party thereafter or developed independently and outside the scope of this Agreement. If in the course of performing the Services, Hybrid Interactive uses or incorporates into a product, process or machine any invention not covered by this Agreement in which Hybrid Interactive has an interest, Hybrid Interactive will promptly so inform the XCell Design Firm. Whether or not Hybrid Interactive gives such notice, Hybrid Interactive hereby irrevocably grants to the XCell Design Firm a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit such invention and to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute under all applicable intellectual properties without restriction of any kind.

8.0 Term and Termination

8.1 Period of Agreement and Notice of Termination

This Agreement shall become effective as of date signed and shall continue until terminated by either party upon not less than 30 days’ notice in writing given by either party to the other.

8.2 Termination For Cause

Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.

In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.

8.3 Payment For Non-cancelable Materials?

Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of XCell Design Firm, that any such materials and services, are non cancelable.

8.4 Materials Unpaid For

If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services. You may only use part of the materials which have been paid in full.

8.5 Transfer Of Materials

Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by Hybrid Interactive to XCell Design Firm, Hybrid Interactive shall transfer, assign and make available to XCell Design Firm all property and materials in its possession or control belonging to XCell Design Firm. XCell Design Firm agrees to pay for all costs associated with the transfer of materials.

9.0 General Provisions

9.1 Governing Law

This Agreement shall be governed and construed in accordance with the laws of the state of Colorado.

9.2 Representations and Warranties

The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.

9.3 Entire Agreement

Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.

9.4 Severability

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.

10.0 Signatories

This Agreement shall be executed by Mark Busnelli, on behalf of Hybrid Interactive and Felix Gilbert, on behalf of XCell Design Firm, and delivered in the manner prescribed by law as of the date first written above.

Owner

Hybrid Interactive

  • ________________________
    Mark Busnelli
  • ________________________
    Date

Recipient

XCell Design Firm

  • ________________________
    Felix Gilbert
  • ________________________
    Date

Next Steps

Let us know how you would like to proceed and if you need any more clarification on anything outlined above.