WEB MAINTENANCE SERVICE AGREEMENT

BETWEEN

Customer

– AND –

Evoke Graffix (the “Service Provider”).

BACKGROUND:

1. The Customer is of the opinion that the Service Provider has the necessary qualifications, experience and abilities

to provide services to the Customer.

2. The Service Provider is agreeable to providing such services to the Customer on the terms and conditions set out in

this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in

this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and

the Service Provider (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Services Provided

1. The Customer hereby agrees to engage the Service Provider to provide the Customer with services (the “Services”)

consisting of:

  • Content updates
  • Image resizing & optimizing
  • Web advertisement creation
  • Web banner creation – animated/static
  • Database updates
  • Security updates
    (applies to packages that include security monitoring/maintenance)
  • Malware removal
    (applies to packages that include security monitoring/maintenance)
  • WordPress platform updates
  • Additional page creation
  • Update News & Events
  • Update Online Excel Sheets & Downloadable links

2. The Services will also include any other tasks which the Parties may agree on. The Service Provider hereby agrees

to provide such Services to the Customer.

Term of Agreement

3. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and

effect indefinitely until terminated as provided in this Agreement.

4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide thirty (30)

days notice to the other Party.

5. Except as otherwise provided in this Agreement, the obligations of the Service Provider will terminate upon the

earlier of the Service Provider ceasing to be engaged by the Customer or the termination of this Agreement by the

Customer or the Service Provider.

Performance

6. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

7. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD

(US Dollars).

Compensation

8. For the services rendered by the Service Provider as required by this Agreement, the Customer will provide compensation

(the “Compensation”) to the Service Provider of stipulated monthly sum agreement.

9. The Compensation will be payable on a monthly basis, while this Agreement is in force.

Services and Limitations

The Corporate Bundled service package is limited to:

  • Content updates
  • Image resizing & optimizing
  • Web advertisement creation
  • Web banner creation – animated/static
  • Database updates
  • Security updates
    (applies to packages that include security monitoring/maintenance)
  • Malware removal
    (applies to packages that include security monitoring/maintenance)
  • WordPress platform updates
  • Additional page creation
  • Update News & Events
  • Update Online Excel Sheets & Downloadable links

Confidentiality

10. Confidential information (the “Confidential Information”) refers to any data or information relating to the business

of the Customer which would reasonably be considered to be proprietary to the Customer including, but not

limited to, accounting records, business processes, and client records and that is not generally known in the industry

of the Customer and where the release of that Confidential Information could reasonably be expected to cause harm

to the Customer.

11. The Service Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential

Information which the Service Provider has obtained, except as authorized by the Customer. This obligation

will end on the termination of this Agreement.

12. All written and oral information and materials disclosed or provided by the Customer to the Service Provider under

this Agreement is Confidential Information regardless of whether it was provided before or after the date of this

Agreement or how it was provided to the Service Provider.

Non-Competition

13. Other than with the express written consent of the Customer, which will not be unreasonably withheld, the Service

Provider will not, during the continuance of this Agreement, be directly or indirectly involved with a business

which is in direct competition with the particular business line of the Customer, divert or attempt to divert from the

Customer any business the Customer has enjoyed, solicited, or attempted to solicit, from other individuals or corporations,

prior to termination of this Agreement.

Non-Solicitation

14. Any attempt on the part of the Service Provider to induce to leave the Customer’s employ, or any effort by the

Service Provider to interfere with the Customer’s relationship with its employees or other service providers would be

harmful and damaging to the Customer.

15. The Service Provider agrees that, during the term of this Agreement, the Service Provider will not in any way

directly or indirectly: induce or attempt to induce any employee or other service provider of the Customer to quit

employment or retainer with the Customer; otherwise interfere with or disrupt the Customer’s relationship with its

employees or other service providers; discuss employment opportunities or provide information about competitive

employment to any of the Customer’s employees or other service providers; or solicit, entice, or hire away any employee

or other service provider of the Customer.

Ownership of Materials and Intellectual Property

16. All intellectual property and related materials (the “Intellectual Property”) including any related work in progress

that is developed or produced under this Agreement, will be the sole property of the Customer. The use of the Intellectual

Property by the Customer will not be restricted in any manner.

17. The Service Provider may not use the Intellectual Property for any purpose other than that contracted for in this

Agreement except with the written consent of the Customer. The Service Provider will be responsible for any and all

damages resulting from the unauthorized use of the Intellectual Property.

Capacity/Independent Contractor

18. In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an

independent contractor and not as an employee. The Service Provider and the Customer acknowledge that this Agreement

does not create a partnership or joint venture between them, and is exclusively a contract for service.

Notice

19. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will

be given in writing and delivered to the Parties of this Agreement.

Modification of Agreement

20. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection

with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative

of each Party.

Time of the Essence

21. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of

this provision.

Assignment

22. The Service Provider will not voluntarily or by operation of law assign or otherwise transfer its obligations under

this Agreement without the prior written consent of the Customer.

Entire Agreement

23. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement

except as expressly provided in this Agreement.

Titles/Headings

24. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting

this Agreement.

Gender

25. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include

the feminine and vice versa.

Governing Law

26. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement,

and all suits and special proceedings under this Agreement, be construed in accordance with and governed,

to the exclusion of the law of any other forum, by the laws of the State of California, without regard to

the jurisdiction in which any action or special proceeding may be instituted.

Severability

27. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or

in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable

parts severed from the remainder of this Agreement.

Waiver

28. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement

by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

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