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CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT ( the “Agreement”) (“Agreement“) is made by and between WebFly, Inc., a Pennsylvania corporation, with a principal place of business located at 3103 Philmont Ave, Huntingdon Valley, PA 19006 USA, (“Company”), and you (“Customer“).

Background

WHEREAS, the Company desires to offer Consulting Services to Customer and Customer desires to contract Consulting Services from the Company.

NOW, THEREFORE, in consideration of the promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.     Background. The foregoing Background is incorporated in this Agreement as if set forth at length herein.

2.     Duties, Responsibilities Company agrees to provide Consulting Services to Customer.

3.     Compensation.  Customer shall compensate Company for services provided. In the event Customer fails to make any of the payments, Company shall have the right, but is not the obligation, to pursue any or all of the following remedies:  (1) terminate the Agreement, (2) remove equipment, software, services or resources owned by Company, whether leased to Customer by Company or not and any Company personnel or staff from Customer location(s), (3) bring a legal action.

4.     Confidentiality.  The parties agree that during the course of this Agreement, each party may have access to or be exposed to, directly and indirectly, confidential or proprietary information of the other party, including, without limitation, computer software, user information, data, knowledge, marketing plans, products, services, and costs, projections, and other financial information in oral, graphic, written, electronic, or machine readable form (collectively, the “Confidential Information”). Confidential Information shall not include information that the receiving party can demonstrate to have been rightfully in the possession of the receiving party from a source other than the disclosing party prior to the time of disclosure of said information to the receiving party. Confidential Information shall not include information that have become part of the public domain after the time of receipt by publication or by any other means except an unauthorized act or omission or breach of this Agreement on the part of the receiving party, its employees, or agents.

Each party shall hold all Confidential Information of the other party in strict confidence, and shall not disclose or use any Confidential Information without the prior written consent of the other party.

5.     Independent Contractor.  Company shall be retained as independent contractor. Company will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Company’s behalf. Company understands that it will not be entitled to any fringe benefits that Customer provides for its employees.

6.     Indemnification.

6.1.  Customer warrants that all documents, material, and information in any form or any media it provides Company to employ in Consulting Services is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company, its directors, officers, employees, and shareholders and their respective successors and assigns harmless from any and all claims, actions, obligations, liabilities, damages, losses and judgments brought by any third-party relating to any aspect of Consulting Services, including, without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Customer’s products/services, material supplied by Customer, copyright infringement, and/or defective products sold via Consulting Services.

6.2.  Customer agrees that Company shall not be liable for any problems/disruptions caused by third-party services that Customer may use, such as hosting services, merchant accounts and other services that relate to the ownership and operation of Customer property.

6.3.  Customer acknowledges that Company is a specialist and does not profess expertise in Customer’s area of business.  Customer agrees to indemnify and hold Company, its directors, officers, employees, and shareholders and their respective successors and assigns harmless from any and all claims, actions, obligations, liabilities, damages, losses and judgments arising, directly or indirectly, out of the usage of the content, trademarks, and other materials provided by Customer to Company under this Agreement.

7.     General Provisions.

7.1.  Entire Agreement.  This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

7.2.  Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania. Exclusive jurisdiction and venue shall be in the Montgomery County, PA.

7.3.  Binding Effect.  This Agreement shall be binding upon and enure to the benefit of Customer and Company and their respective successors and assigns.

7.4.  Waiver.  The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

7.5.  Good Faith.  Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

7.6.  Right to Remove Resources.  In the event Customer fails to make payments on the invoices submitted, Company has the right to stop the progress of any ongoing services by Company until payment is made in full.

7.7.  No Responsibility for Loss.  Company will have no responsibility for any third-party disrupting, intruding, copying or otherwise interfering with Company’s files in part or in whole with respect to all or any part of the work performed.

7.8.  Right to Make Derivative Works.  Company will have the exclusive rights in making any derivative works from any of its work, practices, coding, programming or other work in regards to Consulting Services.

7.9.  Attorney’s Fees.  In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.


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