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This
Basic
Ordering
Agreement
is
made
and
entered
into
effective
on
the
below
signed
date
by
and
between
CragStone
(Consultant)
with
its
principal
place
of
business
at
3717
North
Wayne
Avenue,
Suite
200,
Chicago,
IL
60613.
In
this
Agreement,
the
party
who
is
contracting
to
receive
services
shall
be
referred
to
as
"Client",
and
the
party
who
will
be
providing
the
services
shall
be
referred
to
as
"Consultant".
Consultant
has
a
background
in
required
services
and
is
willing
to
provide
services
to
Client
based
on
this
background.
Client
desires
to
have
services
provided
by
Consultant.
Therefore,
the
parties
agree
as
follows:
1.
DESCRIPTION
OF
SERVICES.
Consultant
will
provide
the
following
services
(collectively,
the
"Services"):
Technical,
Programming,
Creative
Design
and
Consulting
on
technical
and
business
concerns
surrounding
Client's
business.
a.)
SCOPE
OF
WORK
All
Work
Orders
placed
hereunder
shall
reference
the
number
of
this
BOA
(Agreement
No.)
and
have
assigned
a
Work
Order
number
for
reference
to
work
being
performed
in
accordance
to
work
matching
the
description
of
the
assigned
Work
Order.
Two
types
of
“Work
Order”
and
one
"Change
Order"
are
to
be
used
as
the
guiding
instruments
in
performing
work
under
this
Agreement.
The
Work
Orders
are
named
and
described
as
follows:
a)
"Project
Work
Order"
- A
written
request
for
specific
assignments
of
work
to
be
performed
by
Consultant
as
identified
by
an
assigned
Work
Order
number;
the
original
contract
and
scope
of
work.
(i)
"Change
Order"
- A
written
request
that
alters
the
Project
Work
Order
through
modifications
or
adjustments
of
specific
issues
being
addressed.
Project
Work
Order
areas
not
modified
remain
the
same
as
in
the
original
order.
Changes
will
also
systematically
alter
the
estimate
of
time
and
fees
accordingly.
Finished,
revised
and
approved
document
will
become
the
effective
"Project
Work
Order."
b)
"Spot
Work
Order"
- A
standing
order
that
allows
a
Client
to
request
work
outside
of
the
scope
of
the
current
Project
Work
Order
in
process.
This
type
of
Work
Order
allows
Consultant
to
channel
Client
requests
for
small
amounts
of
time.
Appropriate
uses
for
a
Spot
Work
Order
include
non-project-specific
Client
requests
such
as
research
on a
subject,
review
of
materials,
general
advisement
or
phone
conferences,
and
other
related
requests
that
are
outside
of
the
ongoing
specific
Project
Work
Order(s)
in
place.
The
Consultant
agrees
to
perform
the
work
as
defined
by
the
Project
Work
Order
during
the
term
of
this
Agreement.
The
Consultant's
obligation
to
the
Client
shall
become
effective
upon
acceptance
of
particular
Work
Orders
and
Change
Orders
issued
under
the
Agreement.
Each
Work
Order
will
include
the
following
information
from
Client:
a)
Detailed
description
of
the
work
to
be
performed
b)
Requested
dates
for
completion
c)
Key
Client
contact
person(s)
for
completion
of
the
Work
Order
and
sign-off
authorization
on
completed
work
phases.
d)
Time
lines
with
the
deliverables
required
from
both
parties
and
the
order
in
which
deliverables
must
be
received
in
order
to
continue
Work
Order
job
flow.
e)
Approved
time
and
monetary
budget
for
work
f)
The
original
Work
Order
number
g)
Hourly
rate
for
classification
of
work
being
performed
Consultant
will
collaborate
with
Client
on
the
revision
of
final
Project
Work
Order
and
seek
approval
signature
of
Client
before
work
begins.
b.)
TRANSFER
OF
MATERIALS
AND
INFORMATION
Consultant
assumes
all
material
and
information
provided
by
Client
to
be
qualified
as
accurate
and
that
Client
has
the
legal
rights
to
transfer
and
does
transfer
such
rights
of
use
to
Consultant.
Consultant
does
not
actively
monitor,
verify,
endorse
or
otherwise
vouch
for
Client
provided
materials
and
information.
2.
FEES
AND
PAYMENT.
Fees
and
payments
are
determined
on a
Work
Order
basis.
Upon
termination
of
this
Agreement,
payments
under
this
paragraph
shall
cease;
excepting,
however,
that
Consultant
shall
be
entitled
to
payments
for
periods
or
partial
periods
that
occurred
prior
to
the
date
of
termination
and
for
which
Consultant
has
not
yet
been
paid.
3.
EXPENSE
REIMBURSEMENT.
Client
shall
pay
all
"out-of-pocket"
expenses
as
they
relate
to
the
project
through
specific
Work
Orders.
Such
expenses
will
be
due
upon
receipt
on a
monthly
basis.
Typical
expenses
will
include
travel
and
hotel
as
well
as
pre-approved
expenditures
necessary
for
the
progression
and
completion
of
project(s).
4.
NEW
PROJECT
APPROVAL.
Consultant
and
Client
recognize
that
Consultant's
Services
may
include
working
on
various
projects
for
Client.
It
shall
be
construed
that
Consultant
has
approval
to
begin
project
work
when
presented
with
appropriate
and
required
signed
Work
Order
prior
to
the
start
of a
project.
5.
TERM/TERMINATION.
This
Agreement
shall
remain
in
force
until
such
time
as
there
is
proper
termination
by
either
Consultant
or
Client.
Such
proper
termination
shall
consist
of
written
notice
by
either
party
to
the
other
party
informing
them
of
the
desire
to
terminate
the
specific
Work
Order
in
force
at
the
time.
Additional
notification
will
be
required
to
also
terminate
the
BASIC
ORDERING
AGREEMENT
(BOA)
which
is
the
governing
document
to
this
contract.
6.
RELATIONSHIP
OF
PARTIES.
It
is
understood
by
the
parties
that
Consultant
is
an
independent
contractor
with
respect
to
the
work
being
performed,
and
not
an
employee
of
Client.
Client
will
not
provide
fringe
benefits,
including
health
insurance
benefits,
paid
vacation,
or
any
other
employee
benefit,
for
the
benefit
of
Consultant.
7.
EMPLOYEES.
Consultant's
employees,
if
any,
who
perform
services
for
Client
under
this
Agreement
shall
also
be
bound
by
the
provisions
of
this
Agreement.
At
the
request
of
Client,
Consultant
shall
provide
adequate
evidence
that
such
persons
are
Consultant's
employees.
8.
INDEMNIFICATION.
Client
agrees
to
indemnify
and
hold
Consultant
harmless
from
all
claims,
losses,
expenses,
fees
including
attorney
fees,
costs,
and
judgments
that
may
be
asserted
against
Consultant
that
result
from
the
acts
or
omissions
of
Client,
Consultant,
Consultant's
employees,
or
Contractors
if
any.
9.
INTELLECTUAL
PROPERTY.
The
following
provisions
shall
apply
with
respect
to
copyrightable
works,
ideas,
discoveries,
inventions,
applications
for
patents,
and
issued
patents
(collectively,
"Intellectual
Property"):
a.
Intellectual
Property
developed
under
contract.
All
finalized
deliverables
provided
by
Consultant
under
this
Agreement
shall,
to
the
extent
permitted
under
the
United
States
Copyright
ct,
be
deemed
a
"work
made
for
hire."
Client
will
have
the
rights
to
use
any
finished
deliverables
in
their
finalized
form.
Source
documents,
such
as
program
source
code,
Photoshop
files
(.psd),
Macromedia
Flash
source
files
(.fla),
or
otherwise
shall
remain
the
sole
property
of
Consultant
unless
specified
in
approved
Work
Order.
b.
Intellectual
Property
developed
outside
of
contract.
Any
intellectual
property
developed
by
Consultant
or
Client
outside
of
this
contract
will
remain
the
property
of
the
developing
parties
with
no
claims
made
by
the
other
for
ownership.
10.
CONFIDENTIALITY
AND
DISCLOSURE.
Client
recognizes
that
Consultant
has
and
will
have
the
following
information:
Information
considered
proprietary
relating
to
Client's
product
either
through
business
or
technology
means
and
other
proprietary
information
(collectively,
"Information")
which
are
valuable,
special
and
unique
assets
of
Client
and
need
to
be
protected
from
improper
disclosure.
In
consideration
for
the
disclosure
of
the
Information,
Consultant
agrees
that
Consultant
will
not
at
any
time
or
in
any
manner,
either
directly
or
indirectly,
use
any
Information
for
Consultant's
own
benefit,
or
divulge,
disclose,
or
communicate
in
any
manner
any
Information
to
any
third
party
without
the
prior
written
consent
of
Client.
Consultant
will
protect
the
Information
and
treat
it
as
strictly
confidential.
A
violation
of
this
paragraph
shall
be a
material
violation
of
this
Agreement.
Furthermore,
for
purposes
of
this
Agreement,
confidential
information
shall
be
defined
to
exclude
information
in
the
public
domain,
information
in
the
possession
of
the
Consultant
prior
to
this
Agreement,
information
that
becomes
public
domain
by
no
action
of
the
Consultant,
and
information
obvious
to a
person
skilled
in
the
art.
Consultant
may
use
Client's
confidential
information
only
for
the
purposes
of
rendering
the
services
to
Client
as
outlined
in
this
Agreement.
Unless
otherwise
agreed
to
in
writing,
between
the
parties
to
this
Agreement,
Consultant
shall
not:
reproduce,
copy,
divulge
or
use
any
confidential
information
to
be
produced,
copied,
duplicated,
divulged,
or
used,
except
as
expressly
permitted
above.
11.
UNAUTHORIZED
DISCLOSURE
OF
INFORMATION.
If
it
appears
that
Consultant
has
disclosed
(or
has
threatened
to
disclose)
Information
in
violation
of
this
Agreement,
Client
shall
be
entitled
to
an
injunction
to
restrain
Consultant
from
disclosing,
in
whole
or
in
part,
such
Information,
or
from
providing
any
services
to
any
party
to
whom
such
Information
has
been
disclosed
or
may
be
disclosed.
Client
shall
not
be
prohibited
by
this
provision
from
pursuing
other
remedies,
including
a
claim
for
losses
and
damages.
12.
CONFIDENTIALITY
AFTER
TERMINATION.
The
confidentiality
provisions
of
this
Agreement
shall
remain
in
full
force
and
effect
after
the
termination
of
this
Agreement.
13.
RETURN
OF
RECORDS.
Upon
termination
of
this
Agreement,
Consultant
and
Client
shall
deliver
to
each
other
all
records,
notes,
data,
memoranda,
models,
and
equipment
of
any
nature
that
are
in
Consultant's
or
Client's
possession
or
under
Consultant's
or
Client's
control
and
that
are
Client's
or
Consultant's
property
or
relate
to
Client's
or
Consultant's
business.
14.
WARRANTIES.
a.
WARRANTY
AGAINST
MATERIAL
DEFECTS.
For
the
period
from
delivery
to
Client
acceptance,
Consultant
warrants
deliverables
free
from
errors
and
defects
and
to
materially
conform
to
the
specifications
set
forth
in
the
Work
Order.
If,
during
the
term
of
this
warranty,
the
Client
reasonably
determines
that
the
deliverables
fail
to
perform
as
specified,
Consultants
will
make
available
resource
to
remedy
any
defects
at
rates
established
in
the
Work
Order.
The
warranty
contained
in
this
Agreement
will
be
null
and
void
if
the
Client
fails
to
use
deliverables
in
accordance
with
intent
or
specifications.
b.
WARRANTY
OF
GOOD
TITLE.
If
intellectual
property
is
transferred,
Consultant
warrants
that
it
has
the
right
to
transfer
good
and
legal
title
to
Client.
The
Consultant
represents
that
it
will
not
knowingly
infringe
upon
proprietary
rights
of
any
third
party.
c.
WARRANTY
DISCLAIMER.
Except
as
expressly
set
forth
in
this
Agreement
or a
Work
Order,
the
Consultant
makes
no
other
warranty
with
respect
to
this
Agreement
or
in
any
performance
hereunder,
express
or
implied,
and
the
Consultant
expressly
disclaims
the
implied
warranties
of
merchantability
and
fitness
for
a
particular
purpose.
15.
FORCE
MAJEURE.
Neither
party
to
this
Agreement
shall
be
liable
for
failure
to
perform
or
delay
in
performance
of
any
of
its
obligations
under
this
Agreement
(except
payments
already
due
and
owing)
where
such
failure
or
delay
results
from
the
act
of
God,
military
operation,
national
emergency,
civil
commotion,
or
utility,
or
the
order,
requisition,
request
or
recommendation
of
any
government
agency
or
acting
government
authority,
or
any
party's
compliance
therewith,
or
government
probation,
regulation,
or
priority,
or
any
change
in
laws
or
regulations
which
prevent
any
party
from
providing
services
required
by
this
Agreement,
or
any
other
cause
beyond
any
party's
reasonable
control
whether
similar
or
dissimilar
to
the
foregoing
causes.
16.
NOTICES.
All
notices
required
or
permitted
under
this
Agreement
shall
be
in
writing
and
shall
be
deemed
delivered
when
delivered
in
person
or
deposited
in
the
United
States
mail,
postage
prepaid,
addressed
as
follows:
IF
for
Client:
CLIENT
ADDRESS
IF
for
Consultant:
CragStone
3717
North
Wayne
Avenue,
Suite
200
Chicago,
IL
60613
Such
address
may
be
changed
from
time
to
time
by
either
party
by
providing
written
notice
to
the
other
in
the
manner
set
forth
above.
17.
ENTIRE
AGREEMENT.
This
Agreement
contains
the
entire
Agreement
of
the
parties
and
there
are
no
other
promises
or
conditions
in
any
other
Agreement
whether
oral
or
written.
This
Agreement
supersedes
any
prior
written
or
oral
Agreements
between
the
parties.
18.
AMENDMENT.
This
Agreement
may
be
modified
or
amended
if
the
amendment
is
made
in
writing
and
is
signed
by
both
parties.
19.
SEVERABILITY.
If
any
provision
of
this
Agreement
shall
be
held
to
be
invalid
or
unenforceable
for
any
reason,
the
remaining
provisions
shall
continue
to
be
valid
and
enforceable.
If a
court
finds
that
any
provision
of
this
Agreement
is
invalid
or
unenforceable,
but
that
by
limiting
such
provision
it
would
become
valid
and
enforceable,
then
such
provision
shall
be
deemed
to
be
written,
construed,
and
enforced
as
so
limited.
20.
WAIVER
OF
CONTRACTUAL
RIGHT.
The
failure
of
either
party
to
enforce
any
provision
of
this
Agreement
shall
not
be
construed
as a
waiver
or
limitation
of
that
party's
right
to
subsequently
enforce
and
compel
strict
compliance
with
every
provision
of
this
Agreement.
21.
APPLICABLE
LAW.
This
Agreement
shall
be
governed
by
the
laws
of
the
State
of
Nevada
and
both
parties
to
this
Agreement
further
agree
to
enter
into
mediation
in
order
to
resolve
any
disputes
that
can
not
be
resolved
through
regular
business
negotiation.
This
mediation
will
be
in
lieu
of
any
legal
court
action
brought
by
either
party. |
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