General Terms and Conditions

(Effective 01/01/2022)

These General Terms and Conditions, made by and between ”Client” (as indicated on the Work Order), and CodeZone Corporation ("Developer"), effective as of the date set forth in the Work Order (as defined hereinbelow), shall form a part of the agreement (“Contract”) made between Client and Developer (each a “party” or “parties”) as evidenced by the Work Order.

1. Engagement of Services 

1.1 Engagement. Developer will commence work as established in the Work Order and shall continue until accepted by Client, it being understood the contractual relationship between Developer and Client is of an ongoing nature unless specifically terminated by either party. This Contract is retroactive to the first of the month in which the Work Order is signed and may be terminated by either party at any time, pursuant to the provisions herein.

1.2 Work Order.  Work Order shall mean the document entitled “Work Order” agreed and signed by the parties, under which Client engages the services of Developer, setting forth scope of work, dates, addenda and supplements thereto, agreeing to these General Terms and Conditions and creating the Contract between Client and Developer.

2. Compensation

2.1 Payment.  Unless otherwise agreed, Client shall pay Developer in U. S. Dollars (“USD”) by ACH, credit card, or check by mail at a rate set forth in the Work Order.

2.2 Expenses. Client will reimburse Developer’s reasonable expenses with no pre-approval by Client unless such expenses exceed $500 (USD).

2.3 Invoicing. Developer will invoice Client at the end of the project. Client agrees to pay the amount owed within 30 days of receiving the invoice. Payment after that date will incur a late fee of 10.0% per month on the outstanding amount. 

3. Support

3.1 Support. Developer is not a webhost provider and will not support the Work Product as such. but upon acceptance by Client, Developer will provide corrections to the Work Product to the extent re-coding is necessary, at a stipulated rate, unless otherwise agreed in writing.

4. Ownership and Licenses

4.1 Work Product. Developer is creating work product (“Work Product”) for Client; Work Product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else Developer creates for Client—that is, conceives, designs, develops, invents, works on, or reduces to practice—as part of the Work Order. Developer maintains a lien on the Work Product until Client has paid, or caused to be paid, in full all of Developer’s outstanding invoices, at which time Developer shall transfer the Work Product to Client. 

4.2 Ownership of Work Product. With the exception of Background IP (as defined hereinbelow) Developer recognizes that upon transfer of the Work Product, all right, title, and interest (including intellectual property rights) in and to the Work Product belongs to Client and Client, as sole owner of such Work Product, may use it as Client determines. Once transferred, Developer has no right, title, or interest (including intellectual property) to the Work Product, except those which Client explicitly recognizes in or gives to Developer.

4.3 Reservation and Use of Background IP. In order to complete the work per the Work Order, it may be necessary for Developer to use intellectual property owned by Developer or which has been licensed from a third-party, but does not qualify as Work Product, such intellectual property being defined as “Background IP”, which may include, but is not limited to, pre-existing code, type fonts, properly-licensed stock photos, and web application tools. Such Background IP remains the property of Developer is not being transferred to Client. But, as part of this Contract, Developer is giving Client a right to use and license (with the right to sublicense) such Background IP to develop, market, sell, and support Client’s products and services as it has a right to do so. Client may use this Background IP worldwide and free of charge, but it cannot transfer its rights to the Background IP (except as allowed under the assignment clause hereinbelow. Client cannot sell or license the Background IP separately from its products or services. This provision is irrevocable and extends beyond the life of the Contract.

4.4 Use of Client’s Intellectual Property. In order to complete the work per the Work Order, Developer may need to use Client’s intellectual property. Client agrees that Developer may use Client’s intellectual property and other intellectual property Client controls to the extent reasonably necessary for Developer to perform its duties, it being understood that Client is not transferring any of its right, title and interest in its intellectual property to Developer, unless otherwise specifically stated.

4.5 Securing Ownership. In the event, Client needs Developer’s assistance to verify Client’s ownership of the Work Product or to complete a transfer of the Work Product to a third-party, Developer agrees to provide such necessary assistance, including but not limited to signing patent applications, affidavits of ownership, title transfer documents, or closing instruments. In such instances, Client shall pay any required expenses Developer may incur, including but not limited to legal fees and travel expenses. Developer agrees that in the event it, or its successor or assign cannot be located after a reasonable effort to locate Developer, hereby designates and appoints Client as Developer’s agent or attorney-in-fact, which appointment is coupled with an interest, to act for Developer and on Developer’s behalf to execute, verify, and file the required documents and to take any other legal action to accomplish such purpose(s).

5. Non-Solicitation

5.1 Solicitation for Employment. During the term of the Contract, Developer will not solicit the employment of individuals employed by Client or its affiliated entities or service providers, excluding, individuals terminated by Client, its affiliated entities or service providers, or individuals applying for a position with Developer in responses to a general advertisement.

6. Representations

6.1 General Representations. Each party represents to the other that it has the authority to enter into this Contract and to perform all of its duties and obligations hereunder.

6.2 Developer’s Representations. Developer makes the following representations:

• it is the creator and original owner of the Work Product
• it has the right to transfer the Work Product to Client
• no other party has the right to claim it owns the Work Product
• it is in compliance with applicate U.S. and international laws and regulations regarding the manner of performing its duties in producing the Work Product
• the Work Product does not and will not infringe on a third-party’s intellectual property rights
• has the right to let Client use Developer’s Background IP
• this Contract does not and will not violate any contract that Developer has entered into or will enter into with other clients or third parties
• its employees or subcontractors have signed agreements with Developer recognizing Developer as the sole owner and possessor of Developer’s Background IP and the Work Product and, as such, have no claim to such Background IP or Work Product

6.3 Client representations.  Client makes the following representations:

• It owns or has license to use its Background IP in the instance Client provides Developer with material to incorporate into the Work Product
• any Background IP Client provides with Developer does not infringe on a third-party’s intellectual property rights

6.4 Periodic Review.  Client shall periodically review the status of work performed in the creating the Work Product and shall be reasonably available to Developer to assist Developer to provide timely feedback and decisions regarding general or specific inquiries by Developer.

7. Termination

7.1 Evergreen. This Contract is ongoing, until terminated by Client or Developer.

7.2 Termination. Either party may terminate this Contract for any reason by sending an email or letter to the other party at least 30 days before such termination. Upon receipt of notice from Client, Developer will immediately stop working, unless otherwise agreed by the parties. Client will pay Developer for the work completed to the date such notice was received and will reimburse Developer for any agreed-upon, non-cancellable expenses.

7.3 Survival of Provisions.  Various provisions shall survive the termination of the Contract, being those which address work product, ownership, licenses, non-solicitation, representations, confidential information, limitation of liability, and indemnification.

8. Independent Contractor Status

8.1 Independent Contractor. Client is hiring Developer as an independent contractor. The following statements accurately reflect their relationship:

• Developer will use its own equipment, tools, and material to do the work
• Client will not control how the job is performed on a day-to-day basis
• Developer is responsible for determining when, where, and how it will carry out the work
• Client will not provide Developer with any training
• Client and Developer do not have a partnership or employer-employee relationship
• Developer cannot enter into contracts, make promises, or act on behalf of Client
• Developer is not entitled to Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days)
• Developer is responsible for its own taxes
• Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for Developer or any of Developer’s employees or subcontractors
  

9. Confidentiality

9.1 Confidentiality. During the course of this Contract, Developer may discover or be provided confidential Client information such as customer lists, business strategies, research and development notes, website statistics, or other private information. Developer promises to treat such information as if it were Developer’s own confidential information, using it only to perform the work contemplated hereunder, and nothing more, unless otherwise provided by written permission of Client. Upon termination of this Contract, Developer must surrender to Client or destroy all confidential information, and confirm such to Client. Developer shall not share Client’s confidential information with a third-party, unless expressly permitted in writing by Client. These obligations shall remain in full force and effect even after termination of this Contract unless such information: ai) was public information when discovered by Developer; b) has since become public information without the actions of Developer; c) was previously known by Developer with no obligation to keep it secret; d) was the property of a third-party which had previously provided Developer with such information without requiring Developer’s confidentiality; or e) had been created by Developer without using anything belonging to Client.

9.2 Third-party Information. In the event Client and Developer each have access to confidential information belonging to third parties, each party will not share with the other party such third-party confidential information unless specifically allowed by such third-party. If such third-party allows the sharing of such confidential information by either Client or Developer, such sharing party shall provide in writing a representation with shall include any special restrictions regarding such information.

10. Indemnification and Limitation of Liability

10.1 Limited Liability. Neither party is liable for breach-of-contract damages which the breaching party could not reasonably have foreseen when entering into this Contract. In no event shall either party be liable for incidental, exemplary, or consequential damages.  Any claim regarding product quality must be delivered in writing following the notice provisions of this Contract.

10.2 Developer’s Indemnification. As related to the work provided under this Contract, Developer agrees to indemnify and hold harmless Client (its directors, officers, employees, and agents and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by Developer of its obligations under this Contract.

10.3 Client’s Indemnification. As related to the work provided under this Contract, Client agrees to indemnify and hold harmless Developer (its directors, officers, employees, and agents and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by Client of its obligations under this Contract.

11. General Provisions

11.1 Assignment. Neither party shall assign this Contract or any rights hereunder without the express written consent of the other party, which consent shall not be unreasonable withheld.  Such consent shall not be required if such assignment is made to a person or entity controlling, controlled by, or under common control of assignor; in such event the assigning party must provide the other party written notice at least 30 days prior to such event. 

11.2 Arbitration. In the event adversarial proceedings become necessary to resolve any dispute arising under this Contract, such dispute, upon written demand by a party, must first be submitted to arbitration administered by the American Arbitration Association in accordance with its rules.

11.3 Amendment, Modifications, and Waiver. No change, modification, or waiver of any provision of this Contract shall be valid or binding unless it is in writing dated after the date hereof and signed by the parties intended to be bound.

11.4 Notice. Any notices required under this Contract shall be in writing and shall be effective on the earlier of the date when received or the third day following mailing made by certified mail, return receipt requested, to the addresses set forth in the Work Order (or other address provided in writing as an appropriate address to receive notice); notice may also be made in person (receipt considered immediate) or by email (receipt considered upon opening or the third day following emailing). Except for personal or email notice, if notice is received after 5:00 p.m. on a business day at the location specified in the address for that party, or on a day not a business day, then the notice will be considered received at 9:00 a.m. the next business day.

11.5 Severability.  Any portion of this Contract which may be found to be unenforceable will be changed to the minimum extent necessary to make it enforceable, unless such change is not permitted by law, in which event such portion will be disregarded with the surviving provisions of this Contract remaining in full force and effect.

11.6 Inurement. The rights and obligation of the parties hereto shall inure to the benefit of and be binding upon their respective successors, assigns, heirs, and legal representatives.

11.7 Choice of Law.  This Contract shall be governed by and interpreted in accordance with the laws of the State of Oklahoma without regard to conflicts of law principles; each party agrees to the jurisdiction and venue of state or federal courts located in Tulsa County, Oklahoma.

11.8 Counter signatures. Client and Developer may sign this document using an e-signing system, recognizing such signatures as authentic for all purposes.

This Contract represents the parties’ final and complete understanding of their contractual relationship regarding their duties and obligations under this Contract and supersedes all other contracts (both written and oral) between them.

THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY
THEIR SIGNATURES ON THE WORK ORDER.