Software Maintenance Agreement
This Software Maintenance Agreement is made effective as of November 07, 2018, by and
between _________________ of _________________, _________________,
_________________ _________________, and The Vitruvius Project, Inc. ("Vitruvius") of 367
SW Bluff Drive Suite #5, Bend, Oregon 97702.
1. DESCRIPTION OF SERVICES. Beginning on November 07, 2018, Vitruvius will provide
to _________________ the following services (collectively, the "Services"):
Develop software as described in the features menu of the website
http://www.thevitruviusproject.com. Repair any errors or ommissions within 30 days of the
first report of the issue of a live feature that is not listed as currently in Beta. Provide new
features as described as close to possible as the listed release date. Provide Windows
support for issues affecting proprietary software to the best of Vitruvius Engineers ability,
up to any issues that require a re-install, repair of the Windows OS or .NET Framework.
Resolve all non-technical and sales requests within 48 hours of initial contact.
2. ACCESS TO DATA AND COMPUTER. On request, Service Recipient agrees to provide
Service Provider with printouts of the Software or of data in storage that exhibits evidence of a
programming error. Recipient further agrees to provide Service Provider with access to Service
Recipients computer and sufficient computer time to enable Service Provider to duplicate the
problem, determine that it results from the Software, and, after corrective action or replacement
has taken place, determine that the problem has been alleviated.
3. PROPRIETARY RIGHTS. Service Recipient acknowledges and agrees that corrected or
replacement Software and associated documentation remain the property of Vitruvius and
constitute a trade secret of Vitruvius. Service Recipient further agrees that corrected or
replacement Software and associated documentation shall be delivered to Service Recipient only
after Service Recipient executes a subsequent license Agreement with Vitruvius governing its
use, unless Service Provider, at its option, waives this requirement for execution of a subsequent
4. MODIFICATIONS EXCLUDED. Service Provider shall not be obligated to provide support
services pursuant to this Contract with respect to any modifications of the Software made by
Service Recipient or to any computer program incorporating all or any part of the Software. If
Service Provider corrects defects or problems attributable to errors made by Service Recipient or
corrections or modifications made by Service Recipient, Service Recipient agrees to pay Service
Provider the Service Providers then current standard rates for time and material.
8. TERM. This Contract will terminate automatically upon completion by Vitruvius of the
Services required by this Contract.
9. CONFIDENTIALITY. Vitruvius, and its employees, agents, or representatives will not at
any time or in any manner, either directly or indirectly, use for the personal benefit of Vitruvius,
or divulge, disclose, or communicate in any manner, any information that is proprietary to
_________________. Vitruvius and its employees, agents, and representatives will protect such
information and treat it as strictly confidential. This provision will continue to be effective after
the termination of this Contract.
10. GENERAL WARRANTY. Vitruvius shall provide its services and meet its obligations
under this Contract in a timely and workmanlike manner, using knowledge and
recommendations for performing the services which meet generally acceptable standards in
Vitruvius's community and region, and will provide a standard of care equal to, or superior to,
care used by service providers similar to Vitruvius on similar projects. Service Provider shall not be liable for any delay in performance directly or indirectly resulting from acts of Service
Recipient, its agents, employees, or subcontractors.
11. DEFAULT. The occurrence of any of the following shall constitute a material default under
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party's property to any levy, seizure, general assignment
for the benefit of creditors, application or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Services in the time and manner provided for
in this Contract.
e. The occurrence of a default on the part of the Service Recipient of the Contract pursuant
to which Service Recipient obtained the Software.
12. REMEDIES. In addition to any and all other rights a party may have available according to
law, if a party defaults by failing to substantially perform any provision, term or condition of this
Contract (including without limitation the failure to make a monetary payment when due), the
other party may terminate the Contract by providing written notice to the defaulting party. This
notice shall describe with sufficient detail the nature of the default. The party receiving such
notice shall have 30 days from the effective date of such notice to cure the default(s). Unless
waived by a party providing notice, the failure to cure the default(s) within such time period shall
result in the automatic termination of this Contract.
13. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract
is prevented, restricted, or interfered with by causes beyond either party's reasonable control
("Force Majeure"), and if the party unable to carry out its obligations gives the other party
prompt written notice of such event, then the obligations of the party invoking this provision
shall be suspended to the extent necessary by such event. The term Force Majeure shall include,
without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence,
orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or
wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under
the circumstances to avoid or remove such causes of non-performance and shall proceed to
perform with reasonable dispatch whenever such causes are removed or ceased. An act or
omission shall be deemed within the reasonable control of a party if committed, omitted, or
caused by such party, or its employees, officers, agents, or affiliates.
14. ARBITRATION. Any controversies or disputes arising out of or relating to this Contract
shall be resolved by binding arbitration in accordance with the then-current Commercial
Arbitration Rules of the American Arbitration Association. The parties shall select a mutually
acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract.
In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside
jointly over the matter. The arbitration shall take place at a location that is reasonably centrally
located between the parties, or otherwise mutually agreed upon by the parties. All documents,
materials, and information in the possession of each party that are in any way relevant to the
dispute shall be made available to the other party for review and copying no later than 30 days
after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify
any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the
power to issue mandatory orders and restraint orders in connection with the arbitration. The
decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may
be entered in conformity with the decision in any court having jurisdiction. The agreement to
arbitration shall be specifically enforceable under the prevailing arbitration law. During the
continuance of any arbitration proceeding, the parties shall continue to perform their respective
obligations under this Contract.
15. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and
there are no other promises or conditions in any other agreement whether oral or written
concerning the subject matter of this Contract. This Contract supersedes any prior written or oral
agreements between the parties.
16. NOTICE. Any notice or communication required or permitted under this Contract shall be
sufficiently given if delivered in person or by certified mail, return receipt requested, to the
address set forth in the opening paragraph or to such other address as one party may have
furnished to the other in writing.
17. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Contract shall not be construed as a waiver or limitation of that party's right to
subsequently enforce and compel strict compliance with every provision of this Contract.
18. SIGNATORIES. This Agreement shall be signed on behalf of _________________ by
Adam Wilson, President and on behalf of Vitruvius by Adam Wilson, President and effective as
of the date first above written.
The Vitruvius Project, Inc.