The terms and conditions listed below are made and entered into between Debbi Sherman, dba Cimmeron Studios – Design + Web Spokane, an independent contractor hereafter referred to as “Contractor”, and Monthly Maintenance Client hereafter referred to as “Client”.  In consideration of the covenants and conditions here­inafter set forth, Client and Contractor agree as follows:

1. SERVICES
   Any updates beyond the amount indicated in the monthly package will be billable by the hour and due at the end of the month.

2. REPORTING
   Contractor shall report directly to the Client.  Contractor shall provide a verbal &/or written report to the Client on all progress on work completed, as requested.

3. TERM
   This Agreement shall commence today and shall expire upon cancellation of the monthly maintenance package.

4. PAYMENT AND PROCEDURE
   Work outside of the basics of the monthly maintenance package is billed at $50USD per hour. The Contractor will send an invoice at the end of each month for the month’s work, which is due upon receipt.

5. CONFIDENTIALITY AND OWNERSHIP

• Contractor recognizes and acknowledges that the Client possesses certain confidential information that constitutes a valuable, special, and unique asset. As used herein, the term “confidential information” includes all information and materials belonging to, used by, or in the possession of the Client relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans, and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information is acquired by Contractor, or (b) information that subsequently becomes public through no act or omission of the Contractor.  Contractor agrees that all the confidential information is and shall continue to be the exclusive property of the Client, whether prepared in whole or in part by Contractor and whether disclosed to or entrusted to Contractor’s custody.  Contractor agrees that Contractor shall not, at any time following the execution of this Agreement, use or disclose in any manner any confidential information of the Client.
• To the extent any inventions, technologies, reports, memoranda, studies, writings, articles, plans, designs, specifications, exhibits, software code, or other materials prepared by Contractor in the performance of services under this Agreement include material subject to copyright protection, such materials have been specially commissioned by the Client and they shall be deemed “work for hire” as such term is defined under U.S. copyright law. To the extent any such materials do not qualify as “work for hire” under applicable law, and to the extent they include material subject to copyright, patent, trade secret, or other proprietary rights protection, Contractor hereby irrevocably and exclusively assigns to the Client, its successors, and assigns, all right, title, and interest in and to all such materials.  To the extent any of Contractor rights in the same, including without limitation any moral rights, are not subject to assignment hereunder, Contractor hereby irrevocably and unconditionally waives all enforcement of such rights.  Contractor shall execute and deliver such instruments and take such other actions as may be required to carry out and confirm the assignments contemplated by this paragraph and the remainder of this Agreement.  All documents, magnetically or optically encoded media, and other tangible materials created by Contractor, as part of its services under this Agreement shall be owned by the Client.

6. RETURN OF MATERIALS: Contractor agrees that upon termination of this Agreement, Contractor will return to the Client all drawings, blueprints, notes, memoranda, specifications, designs, writings, software, devices, documents, and any other material containing or disclosing any confidential or proprietary information of the Client. Contractor will not retain any such materials.

7. RELATIONSHIP OF PARTIES: Contractor is an independent contractor of the Client. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment or engagement, or as a limitation upon the Client’ sole discretion to terminate this Agreement at any time without cause.  Contractor further agrees to be responsible for all of Contractor’s federal and state taxes, withholding, social security, insurance, and other benefits.  Contractor shall provide the Client with satisfactory proof of independent Contractor status.
8. LIMITED LIABILITY: Contractor will not be liable to the Client, or to anyone who may claim any right due to a relationship with the Client, for any acts or omissions in the performance of services under the terms of this Agreement unless such acts or omissions are due to willful misconduct or gross negligence.  Furthermore, the Contractor will not be held liable for any incorrect or misrepresented information in relation to the Client.