Subject: TR: TR: Proposal for En Marche!
Date: Tue, 18 Apr 2017 07:36:52 +0000

This Agreement, dated April 14th 2017 (the “Effective Date”) for Design Services (the “Agreement”) is between Tectonica Studios SRL (“Designer”), and Cedric O, Trésorier of En Marche (“Client”) (together known as the “Parties”), for the performance of said Design Services and the production of Deliverables, as described in the Schedule A: Deliverables and Schedule B: Payment Schedule attached hereto and incorporated herein by reference. The Parties agree as follows:
1. DEFINITIONS
As used herein and throughout this Agreement:
1.1  “Agreement” means the entire content of this document, the Proposal document(s) (if any), Schedule A, and Schedule B, together with any other Supplement, Exhibits, or additional Schedules as may be attached hereto and incorporated herein by reference.
1.2  “Client Content” means all materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
1.3  “Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.
1.4  “Deliverables” means the services and work product, as mutually agreed upon by Client and Tectonica, to be delivered by Tectonica to Client, in the form and media specified in Schedule A.
1.5  “Designer Tools” means all design tools developed and/or utilized by Tectonica in performing the Services, including, without limitation, pre-existing and newly developed software including source code, Web authoring tools, type fonts, application tools, platforms, frameworks, website design, architecture, layout, navigational and functional elements together with any other software, or other inventions (whether or not patentable) and general concepts developed by Tectonica (whether or not copyrightable).
1.6  “Final Art” means all creative content developed or created by Tectonica, or commissioned by Tectonica, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including, but not limited to, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Tectonica’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials, and as approved and accepted by Client.
1.7  “Final Deliverables” means the final versions of Deliverables provided by Tectonica and approved and accepted by Client.
1.8  “Preliminary Works” means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents, developed by Tectonica and which may or may not be shown and or delivered to Client for consideration.
1.9  “Project” means the scope and purpose of Client’s identified usage of the work product.
1.10  “Services” (or “Tectonica’s Services”) means all services, code and the work product to be provided to Client by Tectonica as described and otherwise further defined in the Deliverables.
1.11  “Third Party Materials” means proprietary third party materials which are incorporated into the Final Deliverables, including, but not limited to, stock photography or stock illustrations.
1.12  “Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used to designate the origin or source of goods or services.
2. INTELLECTUAL PROPERTY PROVISIONS
2.1  Client Content. Client Content, including all pre-existing Trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith. Client hereby grants to Tectonica a nonexclusive, nontransferable license to use, reproduce, and modify the Client Content solely in connection with Tectonica’s performance of Tectonica’s Services and the production of the Deliverables.
2.2  Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. Tectonica shall inform Client of all Third Party Materials that may be required to perform the Design Services or otherwise integrated into the Final Art. Under such circumstances, Tectonica may also inform Client of any need to license.
2.3 Assignment of Copyrights.  Subject to the provisions of 2.5 below, upon completion of the Services and conditioned upon full payment of all fees, costs and out-of-pocket expenses due, Tectonica shall assign to Client all ownership rights, including any copyrights, in and to any artworks, code or designs comprising the works created by Tectonica as part of the Final Art and Final Deliverables for use by Client. Tectonica shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence all such assignments of intellectual property.
2.4 Assignment of Final Art. Subject to the provisions of 2.5 below, upon completion of the Design Services, and subject to full payment of all fees, costs and expenses due, Tectonica hereby assigns to Client all right, title and interest, including without limitation, copyright and other intellectual property rights, in and to the Final Deliverables and the Final Art. Tectonica agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment.
2.5 Designer Tools. Designer Tools shall be treated as Tectonica’s Confidential Information under Section 6. Client expressly acknowledges and agrees that any and all Designer Tools, whether pre-existing or newly developed during the course of the Design Services, shall remain the exclusive property of Tectonica and/or its licensors. Tectonica hereby grants Client a non-exclusive, royalty-free, worldwide license for the duration of the copyrights under applicable law, for Client to use the Designer Tools only in connection with the Final Deliverables and the Final Art as delivered. Client further expressly acknowledges and agrees that it will not share, copy, publish, modify, transform, translate, creative derivative works, reverse engineer, disassemble, decompile, or otherwise use any of the Designer Tools, in whole or in part, neither directly or indirectly through third parties, without Tectonica’s express written consent.
3. FEES
3.1  In consideration of the Services to be performed by Tectonica, Client shall pay to Tectonica fees in the amounts and according to the Payment Terms and Schedule, as set forth in Schedule B, attached hereto and incorporated herein by reference.
3.2  Tectonica will not be liable for third-party fees required for ongoing use of the site, which may include domain registration charges, hosting fees, NationBuilder fees, third-party imagery fees or any other fees required to maintain the site in operation.
4.  TIMING AND ACCEPTANCE
4.1  Timing.  Tectonica shall make every effort to perform the Services as agreed upon by the Parties, and will undertake commercially reasonable efforts to perform the Services. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve and accept the Deliverables in writing (which will then become the Final Deliverables) or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Tectonica.
4.2  Acceptance.  Client, within a maximum of three business days of receipt of each design, shall notify Tectonica, in writing via email, of any failure of such Deliverable to comply with the specifications as agreed upon by the Parties, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Tectonica shall undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client within said stated time period, the Deliverable shall be deemed accepted.
4.3 Timeline Estimates.  Timeline estimates are contingent upon receipt of design approvals or revisions within forty-eight hours.
5.  RECOGNITION
Tectonica retains the right to reproduce, publish and display the Final Deliverables in Tectonica’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the sole purposes of recognition of creative excellence or professional advancement, and to shall be credited with authorship of the Final Deliverables in connection with such uses.
6.  CONFIDENTIAL INFORMATION
Each Party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other Party, including, but not limited to, Preliminary Works (“Confidential Information”). Each Party, its agents and employees shall hold and maintain in strictest confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations pursuant to this Agreement, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
7.  RELATIONSHIP OF THE PARTIES
7.1  Independent Contractor.  Tectonica is an independent contractor, not an employee of Client or any company affiliated with Client. Tectonica shall provide the Services under the general direction of Client, but Tectonica shall determine the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture, and neither Party is authorized to act as agent or bind the other Party, except as expressly stated in this Agreement. Tectonica and the Deliverables prepared by Tectonica shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the Parties and the various terms and conditions of this Agreement.
7.2  No Exclusivity. The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the Parties. Client is free to engage others to perform services of the same or similar nature to those provided by Tectonica, and Tectonica shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Tectonica. Client, however, shall ensure that any third parties who have access to the the Deliverables, the Final Art or the Final Deliverables, abide by Sections 2.5 and 6 of this Agreement.
7.3  Tectonica Agents. Tectonica shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, Tectonica shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.
7.4 No Solicitation. During the term of this Agreement, and for a period of one year after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Tectonica, employee or Design Agent of Tectonica, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that Tectonica shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. Tectonica, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity. Tectonica shall be entitled to demand and receive a timely audit of exchanged monies to affirm the commission or fees dues hereunder.
8.  WARRANTIES AND REPRESENTATIONS
8.1  By Client. Client represents, warrants and covenants to Tectonica that
(a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content; and,
(b) To the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties.
8.2  By Tectonica.
(a) Tectonica hereby represents, warrants and covenants to Client that Tectonica will provide Tectonica’s Services and produce the Deliverables as identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
(b) Tectonica further represents, warrants and covenants to Client that
(i) The Final Deliverables shall be the original work of Tectonica; and,
(ii) To the best of Tectonica’s knowledge, the Final Art provided by Tectonica does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties.

9.  LIMITATION OF LIABILITY
9.1 Neither the Company nor its officers, directors, employees, or agents shall be liable to the Client for any claims, liabilities, or expenses relating to this Agreement in excess of the fees payable to the Company by the Client pursuant to this Agreement and in no case shall the Company be liable to the Client for any indirect, punitive, special, impact, incidental, or consequential damages in connection with or arising out of the Agreement (including without limitation, loss of business, business interruption, revenue, profits, goodwill, use, data, or other economic advantage), however they arise, whether in breach of contract, breach of warrantee, or in tort, including negligence, even if the Company had previously been advised of the possibility of such damages. The Company may only be liable for gross negligence or intentional tort. The Company disclaims all other warranties and conditions, whether express, implied, statutory or otherwise, including any express or implied warranties of merchantability, satisfactory quality, title, fitness for a particular purpose and non-infringement.
9.2 THE WARRANTIES CONTAINED HEREIN ARE THE SOLE WARRANTIES PROVIDED BY THE COMPANY AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ALL OF WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY THE COMPANY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THE CLIENT AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY AGAINST THE COMPANY WILL BE LIMITED TO THE REPAIR OR REPLACEMENT OF NONCONFORMING PRODUCT IN CONFORMITY WITH THIS AGREEMENT, PROVIDED THE COMPANY IS PROMPTLY NOTIFIED IN WRITING OF ANY DEFECT. THIS EXCLUSIVE REMEDY WILL NOT BE DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE SO LONG AS THE COMPANY IS WILLING TO REPAIR OR REPLACEMENT OF THE NONCONFORMING OR DEFECTIVE PRODUCT.

10.  INDEMNIFICATION
10.1  By Client.  Client agrees to indemnify, save and hold harmless Tectonica from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances, Client shall promptly notify Tectonica in writing of any claim or suit. Tectonica has sole control of the defense and all related settlement negotiations. Tectonica shall provide Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section.
10.2  By Tectonica. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Tectonica agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Tectonica’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client.
11.  TERM AND TERMINATION
11.1  This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and the Final Deliverables and the Final Art are delivered.
11.2  Client’s right to terminate, if any, must be expressly stated in Exhibit B and contingent upon payment of all monies due and owing and upon payment of all monies due in full for the next milestone or installment of payment under Exhibit B. Further, there may be termination by mutual written agreement or under the following conditions:
This Agreement may be terminated at any time by either Party effective immediately upon notice, or the mutual agreement of the Parties, or if any Party:
(a) Becomes insolvent, files a petition in bankruptcy, or makes an assignment for the benefit of its creditors; or,
(b) Breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within twenty days from receipt of written notice of such breach.
11.3  Upon expiration or termination of this Agreement:
(a) Each Party shall return or, at the disclosing Party’s request, destroy the Confidential Information of the other Party; and,
(b) Other than as provided herein, all rights and obligations of each Party under this Agreement, exclusive of the Services, shall survive.
12.  GENERAL
12.1  Modification/Waiver. This Agreement may be modified by the Parties, but any modification of this Agreement must be in writing and executed by both Parties. Failure by either Party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by either Party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
12.2  Notices. All notices to be given hereunder shall be transmitted in writing by electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified in the signature execution section below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of email, upon confirmation of receipt.
12.3  No Assignment. Neither Party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement, or permit the same to be transferred, assigned or encumbered, by operation of law or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
12.4  Governing Law. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of Argentina without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.
12.5 Electoral & Campaign Finance Laws In the case of political campaigns, lobbying and related political activities, Client hereby agrees to ensure compliance with all applicable election and campaign finance laws in the jurisdiction under which such activities will take place, including assurance that funds used for contract are from legitimate sources and permissible by law. Under no circumstances shall liability for compliance to election laws be passed to Designer.
12.6  Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced  by a valid or enforceable provision.
12.7  Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
12.8  Integration. This Agreement comprises the entire understanding of the Parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the Parties relating to the subject matter of this Agreement.
By their execution, the Parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective Party to all of the terms and conditions herein.
TECTONICA LLC
By: _____________________________
Name: Edward G Howey
Title: Managing Partner
En Marche
By: _____________________________
Name: Cedric O, Trésorier
Title: Trésorier
Schedule A: Deliverables
Planning, Strategy, & Consultation
        Initial Assessment Consultations (4 hours)
Phase I:
Web Design
Homepage
Main Blog (News Structure)
Contact Page
Volunteer Template Structure
Events Structure
Newsletter
Website Production
HTML/CSS code
Responsive code
NationBuilder Integration
Testing and Warranty
Quality Assurance
Website Set-Up Training and Launch
        Site Architecture Set-Up
        Content Input
        Training and Support
*Total number for set-up, training and launch: up to 15 hours
French Language Set-Up
*Up to 24 hours
Phase II
Web Design
Petition Template
Leaderboard
Full Profile Page
Complex Inner Page
Endorsement
Recruiting and Share
Suggestion Box (Local level ideas crowdsourcing)
Voter Pledge
Website Production
HTML/CSS code
Responsive code
NationBuilder Integration
Testing and Warranty
Quality Assurance
Website Set-Up Training and Launch
        Site Architecture Set-Up
        Content Input
        Training and Support
*Total number for set-up, training and launch: up to 15 hours
Revisions: Included is up to two hours of revision design work on the selected Homepage (in up to three rounds) and up to one hour each (in up to two rounds) on other templates. If after five working days from which the design have been delivered to the client no further revisions requests have been submitted it is considered tacit approvals of the designs as-is by the client. Should additional design revisions be required they may be contracted at a rate of $75 USD per hour. Additional code work will be charged at an hourly rate of $65 USD.
Schedule B: Payment Terms and Schedule
Initial Payment (prior to commencement of phase I): $6,782.00 USD
Second Payment (upon delivery of site into testing and prior to commencement of phase II work): $11,868.00 USD
Final Payment: $5,088.00
PROJECT FINALIZATION
Upon completion the 10 day testing period of each phase of the project the work is considered ready to launch and the theme will be transferred to your Nation upon payment of final invoice. Tectonica includes debugging and maintenance for up to thirty additional days following the testing period. Payment of final invoice is not contingent of provision of content by client.