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Wagn Site Development Agreement

This WAGN SITE DEVELOPMENT AGREEMENT (“Agreement”) is entered into by and between GRASS COMMONS, a 501(c)(3) public education nonprofit registered in Oregon (“Contractor”) and the entity referred to in the Client Information section below (“Client”), effective as of the date both parties execute this Agreement as set forth below.

CLIENT INFORMATION

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DEFINITIONS

Wagn is a free, open-source software application conceived and developed by Contractor.
Wagneering describes the process of using Wagn to build websites. Although Wagneering accomplishes tasks often achieved through software development, it does not involve the use of a scripting or programming language and is herein treated as a service distinct from software development.
Wagn Consulting herein refers to a variety of forms of consultation on the use of Wagn software, including design, training, community development, integration with other data sources, configuration, and Wagneering.

RECITALS

The Contractor is engaged in the development of an open-source software application named Wagn, configuration of websites constructed within Wagn, and related consulting services to companies in need of such services; and,

The Client desires to engage the services of the Contractor, upon the terms and subject to the conditions set forth in this Agreement, and the Contractor desires to accept such engagement.

NOW, THEREFORE, in exchange for the mutual promises and covenants hereinafter set forth, the parties hereto agree as follows:

CONTRACTOR PRODUCT AND SERVICES

Contractor agrees to create and structure (Wagneer) a website for Client according to the terms outlined in Addendum A. It is agreed that those terms do not rigid descriptions of precisely what will be built - Contractor and Client shall engage in weekly conversations and adjust terms, orally or in written form, to suit evolving needs and deepening understanding of needs and possibilities. They terms are intended to communicate (a) Contractor's initial plans, and (b) the scope of work on which the fixed bid price is based. If the work requested grows significantly larger than this scope (as opposed to merely different but of similar scope), then Contractor and Client will work with ICAH to negotiate a fair and reasonable price adjustment.
Contractor agrees to engineer alterations to Wagn software according to terms outlined in Addendum B.

TIMELINE

Work shall be completed according to the following timeline:

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COMPENSATION

The total cost of work outlined in this Agreement is {{+total cost}}. The costs are outlined in more detail in Addenda A and B.

LIMITATION OF LIABILITY

The Client agrees to indemnify the Contractor and hold the Contractor harmless from any claims, losses or damages arising from services provided by the Contractor hereunder. In no event shall the Contractor be liable for any lost profits, or for acts and omissions which result in damage to Client’s property, nor for special, incidental or consequential damages, nor for any claim or demand against Client or the Contractor by any other person (even if the Contractor has been advised of the possibility thereof), in connection with or arising from the Contractor furnishing services to the Client under this Agreement. The Contractor agrees to indemnify and hold the Client harmless from any claims, losses or damages resulting from any infringement by Contractor of any patent, trademark, copyright, or other proprietary right, unless such infringement occurs as a result of the Client's actions or instructions. In no event shall the Contractor’s liability exceed the limits of its applicable insurance coverage or, where the fault arises from work completed, the value of the fees paid for such work.

CONFIDENTIAL INFORMATION

Material furnished to the Contractor by the Client, relating to its software and hardware are the property of the Client and shall be treated as confidential if identified as confidential by the Client (“Confidential Information”). At all times, the Contractor will use reasonable efforts to ensure that the Confidential Information shall not be disclosed to third parties by the Contractor, with the Client’s prior written consent. For the purposes of this Agreement, Confidential Information shall not include:

Information known to the Contractor before the Contractor obtained the information from the Client.
Information publicly available other than as a result of an unauthorized disclosure by the Contractor.
Information that is independently developed or acquired by the Contractor on a non-confidential basis, or from a third party which the Contractor has no reason to believe is not lawfully possessing and lawfully entitled to disclose such information; and
Information which is required to be disclosed by law, regulation, court order or other legal process

Ownership and Use of Software. All of the software code comprising Wagn is open-source, licensed under a Gnu Public License (GPL). Contractor retains licensing rights to all Wagn source code, including any new code contributed for work pertaining to this agreement, and retains the right to continue licensing the code for free, open-source distribution.
Ownership and Use of Data. Client retains exclusive rights to and responsibility for all content created on the website. Should Client desire a copy of the website data, Contractor agrees to export data in the form of a PostgresQL database dump and deliver it to Client via email upon receipt of a written request and of all payment due for the services agreed upon herein.
Return of Materials. Upon the termination or expiration of this Agreement all paper materials belonging to the Contractor or the Client shall be returned to the respective owner thereof, and the non-owning party shall retain no copies unless the owner of such material consents thereto.
Use of Logo and Contractor Name. Client expressly agrees that the Contractor may identify Client as a customer, and gives permission to the Contractor to the use of Client’s name and logo on general customer lists, on digital customer lists and on printed materials.

E-MAIL SOLICITATION

The Client will not engage in the practice of unsolicited E-mail disbursal, in bulk or by single mailing, when the recipient has not specifically requested the information directly from the Client or its agents, or the act generally known as ‘Spamming’ for any reason. Engaging in activity deemed by the Contractor to constitute such activity may lead to an immediate termination of services by the Contractor without notice. Any type of advertisement posted to a Newsgroup or Chat Room may also be considered to be Spam.

MISCELLANEOUS PROVISIONS

Notices. Any notice of demand to be given to or served upon the Contractor or the Client in connection herewith shall be in writing and deemed to have been sufficiently given or served for all purposes when delivered in person or when deposited in the United States mails, postage pre-paid, addressed and delivered as follows:

If to the Contractor: Grass Commons, 519 Peterson St, Fort Collins, CO 80524
If to the Client: Per Client Information Above.

Amendment. This Agreement may be modified, amended, changed or terminated (except as otherwise specifically provided herein), in whole or in part, only by an agreement in writing duly authorized and executed by the parties hereto.
Waiver. The waiver of any breach of any of the provisions of this Agreement by either party shall not constitute a continuing waiver or a waiver of any subsequent breach by said party either of the same or another provision of this Agreement.
Remedies Cumulative. Any and all remedies of the parties hereto shall be in addition to, and not in limitation of, all other remedies available to the parties at law or in equity.
Exclusive Agreement. This Agreement, including any Addendums attached hereto, contains the entire agreement between the parties and no statement, promise or inducement made by either party or the agent of either party that is not contained in the Agreement shall be valid or binding.
Severability. Invalidation of any of the provisions of this Agreement or of any paragraph, sentence, clause, phrase or word herein, or the application thereof in any given circumstance, shall not affect the validity of the remainder of this Agreement.
Binding Effect: Assignment. This Agreement shall be immediately binding upon and inure to the benefit of the parties and their respective heirs, personal representative, successors and permitted assigns, provided, however, that the Client may not assign its rights or obligations hereunder without the prior written consent of the Contractor.
Governing Law. This Agreement shall be construed in accordance with the laws of the State of Colorado. The parties agree that venue and jurisdiction shall be in Colorado.
Void Agreement. This Agreement shall be void and of no further effect if it is not executed by the Client and returned to the Contractor within 15 days of the date that this Agreement is executed by a representative of the Contractor.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective date set forth below.

CONTRACTOR

Name: Ethan McCutchen

Title: Executive Director

Date: {{+date signed}}

CLIENT

Name: {{+signatory}}

Title: {{+signatory title}}

Date: {{+date signed}}

Addendum A

SOFTWARE DEVELOPMENT SPECIFICATIONS

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