Service Level Agreement

SERVICE AGREEMENT :CARTMELL AND CARTMELL COMMUNICATIONS (PTY)Ltd

1. DEFINITIONS
   • Agreement means the entire content of this document including all schedules and attachments hereto;
   • 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;
   • Copyright means the property rights in original works of authorship, expressed in a tangible medium of expression;
   • Deliverables means the services and work product specified in the quotation to be delivered by Designer to Client, in the form and media specified in the quotation;
   • Final Art means all creative content developed or created by Supplier, or commissioned by Supplier, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Supplier’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
   • Final Deliverables means the final versions of Deliverables provided by Designer and accepted by Client.
   • Hosting means provision of space on a server owned or leased for use by Client, including but not limited to email, back-ups and website statistics.
   • Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by the Supplier and which may or may not be shown and/or delivered to Client for consideration, but do not form part of the Final Art.
   • Project means the scope and purpose of the Client’s identified usage of the work product as described in the Quotation.
   • Quotation means a written description of the Project and the costs in relation thereto addressed to the client.The Quotation shall form part of this agreement.
   • Services means all services and the work to be provided to the Client by the Supplier, as described and otherwise further defined in the Quotation.
   • Supplier Tools means all design tools developed and/or utilized by Supplier in performing the Services, including but without limitation to pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements;
   • Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation to stock photography, sound or illustration;
   • Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client, whether registered or not.
   • Webmastermeans a service which provides creativity, maintenance and web support by the Supplier to the Client.
2. INTERPRETATION
   • Expressions defined in the Act shall bear the meanings assigned to them therein;
   • References to sections shall be construed as referring to sections of the Act;
   • Words importing natural persons shall include a reference to bodies corporate and other legal personae andvice versa;
   • Words importing the masculine shall include a reference to the feminine and other genders;
   • Words importing the singular shall include a reference to the plural andvice versa;
   • Annexes to this agreement shall be deemed to have been incorporated herein and shall form an integral part hereof;
   • A reference to a party in a document includes that party's successors and permitted assigns;
   • Any reference to an enactment is to that enactment as at the date of signature hereof and as amended or re-enacted from time to time;
   • Where the day on or by which anything is to be done is not a business day, it shall be done on or by the 1^st(first) business day thereafter;
   • When any number of days is prescribed in this agreement, same shall be reckoned exclusively of the first and inclusively of the last day, unless the last day falls on a Saturday, Sunday or Public Holiday, in which case, the last day shall be the next succeeding day which is not a Saturday, Sunday or Public Holiday;
   • A reference to a document includes an amendment or supplement to, or replacement or novation of that document;
   • The captions appearing in this agreement are for reference purposes only and shall not affect the interpretation hereof;
   • if any provision is a definition (or under this heading"Interpretation"and/or any other heading in this agreement) and is a substantive provision conferring rights or imposing obligations on any party, notwithstanding that it is only in the definition (or such other clause) effect shall be given to it as if it were a substantive provision in the body of the agreement;         
   • Where figures are referred to in numerals and words, if there is any conflict between the two, the words shall prevail.
3. QUOTATION
   • The terms of the Quotation shall be effective for 30 days after presentation to Client. In the event this Agreement is not executed by Client within the time identified, the agreement shall lapse and be of no force and effect, save that the non-refundable deposit paid to the Supplier by the Client shall be forfeit to the supplier and the Client shall have no claim against the supplier for the refund of the deposit.
4. FEES AND CHARGES
   • In consideration of the Services to be performed by the Supplier, the Client shall pay to the Supplier all amounts set forth in the Quotation, and all applicable additional charges, even if calculated or assessed subsequent to the payment schedule.
   • Expenses. Client shall pay the Supplier’s expenses incurred in connection with this Agreement as follows: (a) incidental and out-of- pocket expenses including but not limited to costs for telephone calls, deliveries, typesetting, models, presentation materials and photocopies;(b) travel expenses including transportation, meals, and lodging, incurred by Supplier with Client’s prior approval. 
   • Additional Costs. The Project pricing includes Supplier’s fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses and online access or hosting fees, will be billed to Client, unless specifically otherwise provided for in the Quotation.
   • Invoices. On completion (date of sign off) all invoices are payable within 30 days of receipt. A monthly penalty of R600.00 (six hundred rand) is payable on all overdue balances, regardless of the quantum of the outstanding balance. Payments will be credited first to penalty charges and next to the unpaid balance. The Client shall be responsible for all collection and legal fees necessitated by lateness or default in payment on an attorney and own client scale. The Supplier reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditional upon receipt of payment in full, which shall be inclusive of any and all outstanding additional costs, taxes, expenses, fees, charges, penalties or the costs of changes.
   • The Supplier shall not be obliged to continue with the supply of any services should any invoices not be paid timeously.
5. DEPOSITThe client agrees to make payment of a non-refundable deposit of 50% of the Quotation price prior to any performance whatsoever being carried out by the Supplier. 
6. CHANGES
   • General Changes. Unless otherwise provided in the Quotation, and except as otherwise provided for herein, the Client shall pay additional charges for changes requested by the Client which are outside the scope of the Services on a time and materials basis, at the Supplier’s standard hourly rate of R 650.00 (five hundred and fifty rand). The Supplier’s standard hourly rate shall escalate by 8% on the anniversary of this agreement. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. The Supplier may extend or modify any delivery schedule or deadlines in the Quotation and Deliverables as may be required by such changes.
   • Timing. The Supplier will prioritize performance of the Services as may be necessary or as identified in the Quotation, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Quotation. The Client agrees to review Deliverables within twenty two days of delivery and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to the Supplier. The Supplier shall be entitled to request written clarification of any concern, objection or correction. The Client acknowledges and agrees that the Supplier’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Quotation and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or the Supplier’s obligations under this Agreement. Should the client not approve the Deliverables in writing within twenty two days of delivery, the client shall be deemed to have approved the deliverables.
   • Testing and Acceptance. The Supplier will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to the Client. The Client, within twenty two days of receipt of each Deliverable, shall notify the Supplier, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Quotation, or of any other objections, corrections, changes or amendments that the Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction, change or amendment, and the Supplier will 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, the Deliverable shall be deemed accepted.
7. CLIENT RESPONSIBILITIESClient acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
   • Co-ordination of any decision-making with parties other than the Supplier;
   • Provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Quotation; and
8. ACCREDITATION/PROMOTIONS
   • All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in the Supplier’s name in the form, size and location as incorporated by the Supplier in the Deliverables, or as otherwise directed by the Supplier. The Supplier retains the right to reproduce, publish and display the Deliverables in the Supplier’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
9. 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 without limitation to Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict 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 under the Quotation, except as may be required by a court. 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.
10. RELATIONSHIP OF THE PARTIES
    • Independent Contractor. The Supplier is an independent contractor, not an employee of Client or any company affiliated with Client. The Supplier shall provide the Services under the general direction of the Client, but the Supplier shall determine, in the Supplier’s sole discretion, 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. 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.
    • Supplier Agents. The Supplier shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Supplier Agents”). Notwithstanding, the Supplier shall remain fully responsible for such Supplier Agents’ compliance with the various terms and conditions of this Agreement.
    • No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, the 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 designer, employee or Supplier Agent of the Supplier, 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 the Supplier 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. The Supplier, in the event of non-payment and in connection with this section, shall be entitled to seek all remedies under law.
    • 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 the Supplier, and the Supplier shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by the Supplier.
11. WARRANTIES AND REPRESENTATIONS
    • By Client. The Client represents, warrants and covenants to the Supplier that:
      • Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,
      • 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,
      • Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
      • Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
    • By Supplier:
      • The Supplier hereby represents, warrants and covenants to Client that the Supplier will provide the Services identified in the Quotation in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
      • To the best of Supplier’s knowledge, the Final Art provided by the Supplier and the Supplier’s subcontractors 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. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of the Supplier shall be void.
      • Except for the express representations and warranties stated in this agreement, the Supplier makes no warranties whatsoever. The Supplier explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or rules and regulations applicable to the project.

12. INDEMNIFICATION/LIABILITY
    • By Client. Client agrees to indemnify, save and hold the Supplier harmless 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 the Supplier shall promptly notify Client in writing of any claim;
      • The Supplier provides Client with information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by the Supplier in providing such assistance.
      • The Supplier assumes no responsibility for the hosting of any offensive, defamatory, illegal, immoral or similar content hosted at the client’s instance.
    • Limitation of Liability. The services and the work product of the Supplier are sold "as is." In all circumstances, the maximum liability of the Supplier, its directors, officers, employees, supplier agents and affiliates ("Supplier Parties"), to client for damages for any and all causes whatsoever, and client's maximum remedy, regardless of the cause of action, whether in contract, delict or otherwise, shall be limited to the net profit of the Supplier. In no event shall the Supplier be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or damages arising out of or relating to the materials or the services provided by designer, even if designer has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
13. TERM AND TERMINATION
    • This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
    • In the event of a fixed term agreement, after the expiry of the agreement, the agreement shall continue of a month to month basis, terminable on one calendar month’s notice from either party to the other and subject to an increase in the rate as set out in the schedule. An escalation fee of 8% per annum on anniversary of the signature of this agreement shall be applicable.
    • This Agreement may be terminated at any time by either party effective immediately upon the mutual agreement of the parties, or if any party:
      • becomes insolvent, enters into business rescue, makes an assignment for the benefit of its creditors; or
      • breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 10 days from receipt of written notice of such breach.
    • In the event of termination, the Supplier shall be compensated for the Services performed up to and including the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by the Supplier or the Supplier’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation. The Client shall pay all Expenses and additional costs incurred by the Supplier and shall compensate the Supplier at its hourly rate for all additional work performed after the termination of the Agreement.
    • In the event of termination by Client and upon full payment of compensation as provided herein, the Supplier grants to Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination.
    • 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.
14. DOMICILIA AND NOTICES

14.1          For the purpose of this agreement, including the giving of notices in terms hereof and the serving of legal process, the parties choose domicilium citandi et executandi ("domicilium") as follows:

14.1.1                   The Supplier at Cartmell and Cartmell Communications, Northlands Corner, First Floor, Block A, Corner Witkoppen and New Market Roads, Northriding.

14.1.2                   The Client at ___________________

14.2          Any notice or communication required or permitted to be given in terms of this agreement shall be valid and effective only if given in writing.

14.3                      A party may at any time change its domicilium by notice in writing, provided that the newdomicilium is in the Republic of South Africa and consists of, or includes, a physical address at which process can be served.

14.4          Any notice given in connection with this agreement may be delivered by hand; or be sent by prepaid registered post; to the domicilium chosen by the party concerned.  Any notice or process delivered on any party in connection with any matter or subject arising out of this agreement or any notice shall be deemed to have been delivered if handed to any responsible person at the domicilium chosen by any party and it shall not be necessary to hand such process or notice to any party personally.

14.5          A notice given as set out above shall be presumed to have been duly delivered:

14.5.1                    on the date of delivery if delivered by hand;

14.5.2                    on the 10^th (tenth) day from the date of posting including the date of posting if posted by pre-paid registered post from within the Republic of South Africa;

14.5.3                    on the 14^th (fourteenth) day from the date of posting including the date of posting if posted from outside the Republic of South Africa; and

15. ENTIRE AGREEMENT
    • This agreement constitutes the entire agreement between the parties with regard to the matters dealt with herein and no representations, terms, conditions or warranties express or implied not contained in this agreement shall be binding on the parties.
16. VARIATION AND CANCELLATION
    • No agreement varying, adding to, deleting from or cancelling this agreement, and no waiver whether specifically, implicitly or by conduct of any right to enforce any term of this agreement, shall be effective unless reduced to writing and signed by or on behalf of the parties.It is recorded that there exists no collateral and/or other agreements and that this is the sole agreement entered into by and between the parties.

17. INDULGENCES
    • No indulgence granted by a party shall constitute a waiver of any of that party's rights under this agreement; accordingly, that party shall not be precluded from as a consequence of having granted such indulgence, from exercising any rights against the other which may have arisen in the past or which may arise in the future.
18. GENERAL
    • Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that the Supplier’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity. 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.
    • Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
    • 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.
    • Force Majeure. The Supplier shall not be deemed in breach of this Agreement if the Supplier is unable to complete the Services or any portion thereof by reason of fire, earthquake, labour dispute, act of God, death, illness or incapacity of the Supplier or any local authority or international law or any other event beyond the Supplier’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, the Supplier shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
    • Governing Law. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the Republic of South Africa without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties’ shall at all times be entitled to approach a competent court for relief. 
    • 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.
    • 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.
    • Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Quotation and any other Agreement documents, the terms of the Proposal shall control. This Agreement comprises this Basic Terms and Conditions document, the Proposal, Schedule A and Schedule B below.
19. 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.

Schedule A: Intellectual Property Provisions            

1. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART

1.1 Client Content. Client Content, including all pre-existing Trademarks, shall remain the sole property of the Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. The Client hereby grants to the Supplier a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with the Supplier’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.  

1.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. The Supplier shall inform the Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances the Supplier shall inform the Client of any need to license, at the Client’s expense, and unless otherwise provided for by the Client, the Client shall obtain the license(s) necessary to permit the Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event the Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, the Client hereby indemnifies, saves and holds the Supplier harmless 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 Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Art.            

1.3 Preliminary Works. The Supplier retains all rights in and to all Preliminary Works. The Client shall return all Preliminary Works to the Supplier within 30 days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of the Supplier.     

1.4 Original Artwork. The Supplier retains all right and title in and to any original artwork comprising Final Art, including all rights to display or sell such artwork. The Client shall return all original artwork to the Supplier within 30 days of completion of the Services.

1.5 Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of-pocket expenses due, the Supplier assigns to the Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by the Supplier for use by Client as a Trademark. The Supplier shall cooperate with the Client and shall execute any additional documents reasonably requested by the Client to evidence such assignment. The Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and registration and do not otherwise infringe the rights of any third party. The Client hereby indemnifies, saves and holds harmless the Supplier from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of the Client’s use and/or failure to obtain rights to use or use of the Trademark.

1.6 Supplier Tools. All Supplier Tools are and shall remain the exclusive property of the Supplier. The Supplier hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s web hosting or internet service providers), perpetual, worldwide license to use the Supplier’s Tools solely to the extent necessary with the Final Deliverables for the Project. The Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Supplier Tools comprising any software or technology of the Supplier.

2. RIGHTS TO FINAL ART           

2.1 Assignment:

Upon completion of the Services, and expressly subject to full payment of all fees, costs and expenses due, The Supplier hereby assigns to the Client all right, title and interest, including without limitation copyright and other intellectual property rights, in and to the Final Art. The Supplier agrees to reasonably co-operate with the Client and shall execute any additional documents reasonably necessary to evidence such assignment. Until the aforementioned assignment, all intellectual property shall remain the sole and exclusive property of the Supplier and the Supplier shall be entitled to all rights in law in respect of the intellectual property.

Schedule B: Interactive-specific Terms and Conditions

1. SUPPORT SERVICES. Additional time shall be billed at the Supplier’s regular hourly rate, then in effect upon the date of the request for additional support.

2. ENHANCEMENTS          

During the Maintenance Period, the Client may request that the Supplier develop enhancements to the Deliverables, and the Supplier shall exercise commercially reasonable efforts to create such enhancements. The parties understand that preexisting obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis at the Supplier’s then in effect price for such services.   

3. ADDITIONAL WARRANTIES AND REPRESENTATIONS

3.1 Designer Tools. Subject to the representations and warranties of the Client in connection with the materials supplied by the Client, the Supplier represents and warrants that, to the best of the Supplier’s knowledge, the Supplier Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by the Client or third parties.

4. COMPLIANCE WITH LAWS    

4.1 The Supplier shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the known relevant rules and regulations. The Client, upon acceptance of the Deliverables, shall be responsible for conformance with all laws relating to the transfer of software and technology.