AGREEMENT
Between
OSITCOM, LTD.
And
ARACO
Ready Mix Concrete
For
DESIGN and DEVELOPMENT ofthewebsite
Agreement No.KMT/WS/017-12
25-JULY-2012
ARACO- Contract - KMT WS 017-12 Page 4 of 17July 25, 2012
AGREEMENT
This Agreement (hereinafter “Agreement”) is made effective at the date of its signatureby and between OSITCOM, LTD, a company formed and registered in Lebanon and having its principal business office in Douheihy Bldg, 7th Floor, Jounieh Highway, Lebanon(hereinafter "OSITCOM"which expression shall include all its legal successors, executors and assignees) and Mr. Rabih Maarouf, established before the commercial registry in ………… under number …………………..….., with itsofficesBeirut, Central District Biel Hereinafter "CLIENT" which expression shall include all its legal successors, executors and assignees.Each a Party and together referred to below as “Parties”.
Preamble
Whereas, CLIENT requires for his sponsored thedatabase driven websites based on CMS (content management system) including the following pages:
- About Us – General Information
- Companies’ projects (dynamic)
- Contact us
- Equipments (photos + info)
- New brands (photos + info )
- Newsletter
- Google map
- Banners management system
Whereas OSITCOM is an established web agency specializing in the development, launch and management of web sites and online businesses, we are agile and creative with an innovative heritage, a solid technical foundation and the experience to back it up.
Whereas, in connection with the said Project CLIENT desires to awards the Work sand Services of the Project, which are more fully described in Appendix "A" - Scope of Work, to be
Performed by an IT – Information Technology - Contractor (hereinafter "Services") and has accordingly initiated a call for offers for the performance of the said Services.
Whereas, CLIENT has accepted the offer of OSITCOM for the performance of the Servicesfor the sum specified in Appendix "B", - Pricing and Rates Schedule, subject to the terms and conditions hereinafter set forth in this Agreement
Now Therefore, in consideration of the mutual covenants and undertakings set forth in this agreement, the parties hereto agree as follows:
This Agreement shall consist of the following, which by this reference are incorporated into and made a part hereof:
General Conditions of Agreement
Appendix ‘A’ -Scope of Work& Execution Schedule
Appendix ‘B’ - Pricing and Rates Schedule
This Document together with the above listed documents and inclusive of the Preamble constitutes and is referred to below as the Agreement. In case of a conflict between or among the General Conditions and any part of the Agreement, the General Conditions shall supersede. In case of a conflict between or among the Appendices, the Specifications and the Drawings, the conflict shall be resolved by the OSITCOM Representative (as hereinafter defined), whose determination shall be final.
In Witness Whereof the duly authorized representatives of the parties hereto have executed this Agreement in duplicate originals effective the day, month and year first appearing herein.
For and on behalf of:For and on behalf of: for and on behalf of:OSITCOM LTD; / For and on behalf of: for and on behalf of:
ARACO;
Signature: / Signature:
Name: / CAROL YARED / Name: / RABIH MAAROUF
Designation: / Sales manager / Designation:
Date: / Date:
GENERAL CONDITIONS OF AGREEMENT
Article 1 - Definitions
In this agreement the following words and expressions shall have the meaning hereby assigned to them except where the context otherwise requires:
1.1."Services” or “Packages” means the performance of the Works and Services, as described in this Agreement
1.2."Project” means the IT designing of a Website for “ARACO”andproviding a Hosting of such Website, and of which the Services form part.
1.3."OSITCOMrepresentative” means the person appointed by OSITCOM or the person notified for the time being totheWEBSITE SPONSORas the OSITCOM Representative for the Project as the Client is to be informed in writing.
1.4.“Website” Representative” means the person nominated by“ARACO”WEBSITE SPONSORor the person notified for the time being by “ARACO”WEBSITE SPONSORto OSITCOM as the websiteRepresentative for the Project.
1.5."Change” means any variations or amendments to the Project approved in writing byOSITCOM and “ARACO”WEBSITE SPONSORRepresentatives and as provided for in the Agreement.
1.6."Completion Date” means the date of completion of the Services as specified in the Agreement after testing approval and written dismissal by the CLIENT.
Words in the singular shall also include the plural and vice-versa where the context requires.
Article 2 - General
2.1.This Agreement constitutes the entire agreement between the parties, supersedes any previous agreement or understanding and may not be varied except in writing between the parties.
2.2.Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing or by confirmed e-mail communication holding the rightful signatures addressed to the other party at its registered office/Approved e-mail address or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
2.3.No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
2.4.If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected.
2.5.In the interpretation of the Agreement, the Gregorian calendar shall apply.
Article 3 -Supply Of The Packages
1.1.Start of Works shall be within ONE (1) working day from the date of signature of the Agreement.
1.2.The Client shall at its own expense supply OSITCOM with all the necessary Documents and information, if any, that relates to the Execution of Services before OSITCOMstarts its works and deemed essential for OSITCOM to start and conducts its activities. Any delays in executions related to such missing documents or Information shall be to Client account. The Client shall provide these Documents and Information within sufficient time to enable OSITCOM to provide the Packages in accordance with the Agreement. The Client shall ensure the accuracy of all its provided documents and information.
1.3.The Client shall at its own expense retain duplicate copies of all Input(data entry) Material and insure against its accidental loss or damage. OSITCOMshall have no liability for any such loss or damage, however caused. All Output(published data)
1.4.Material shall be at the sole risk of the Client from the time of delivery to or to the order of the Client.
1.5.The Packages shall be provided in accordance with the Specification Sheets attached and otherwise in accordance with OSITCOM current expertise and best practice as well as other published literature relating to the Packages from time to time, subject to these Conditions.
1.6.Further details about the Supplied Packages and advice or recommendations about its provision or utilization, which are not required or specified in the given scope, may be made available on written request.
1.7.Any further implementations and deployment activities would be charged at extra costs as given in article 5.
1.8.The Client or Client employees or agents are not authorized to make any representations or disclosures regarding the Supplied/Configured Packages by OSITCOM or disclosing Supplied Materials and Documentation unless confirmed by OSITCOMin writing. In entering into the Agreement the Client acknowledges that it does not rely on any such representations which are not so confirmed.
1.9.OSITCOM shall afford the Client with a Website Control Panel access and will train the Client Representative and other employees as may be the case to use it
Article 4 - Changes
4.4If during the execution of the Services OSITCOM considers that any instructions, interpretations or decisions by theWEBSITE SPONSOR, or any acts of the WEBSITE SPONSORRepresentative, constitute and should be treated as a Change, OSITCOM shall give prompt notice to the WEBSITE SPONSORprior to proceeding with the part
of the Services affected. If theWEBSITE SPONSORor theWEBSITE SPONSORRepresentative agrees with OSITCOMthat the instructions, interpretations, decisions or acts constitute a Change, thenOSITCOMwill proceed with the change.
The amount to be added to or deducted from the Agreement Pricing in respect of a Change shall be determined in accordance with Appendix ‘B’ and agreed to be the Client in writing. If the rates specified in Appendix ‘B’ are inapplicable or unreasonable, then a suitable rate or price for the Change shall be agreed upon in writing between “ARACO” WEBSITE SPONSORand OSITCOM.
Article 5–Agreement Price and Payment Terms
5.1.Subject to any special terms agreed between OSITCOM and the Client, the Client shall pay OSITCOM Standard Charges as agreed in the Schedule of Priceswith40%advance on Agreement Signature,40% upon completion of Phase Twoand20% upon Project Completion and providing Completion Certificate. The Client also shall pay any additional sums which are agreed between OSITCOM and the Client for the provision of the packages. All such payments shall, unless otherwise agreed in writing, be made in the currency of US Dollars or corresponding Lebanese Pound with conversion rate at the time of submitted proposal.
5.2.OSITCOM shall be entitled to invoice the Client following the end of the project and successful delivery of the Packages or at other times agreed with the Client as per 5.1 above.
5.3.OSITCOM Standard Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) not later than 10 days after the date of OSITCOMInvoice.
5.4.If payment is not made on the due date, OSITCOM shall be entitled:- to charge Interest on the outstanding amount (both before and after any judgment) at the rate of 5% above the base rate from the due date until the outstanding amount is paid in full;
and/or to cancel the Agreement or suspend the provision of any further Packages to the Client within 30 days after written notice and no action taken by the Client; and/or to payment by the client for all legal and other costs incurred by OSITCOMin seeking to enforce payment.
5.5.If OSITCOM is late on delivering the Website according to Appendix A Phases, the Client is entitled to deduct 5% of the payment due until the Website is completed
5.6.and/or to cancel the Agreement within 30 days after written notice and no action taken by OSITCOM; the Client is also entitled to payment by OSITCOM for all legal and other costs incurred in seeking to enforce execution.
Article 6 - Acceptance
6.1.When the Services or any separable part have been fully performed to the written satisfaction of“ARACO” WEBSITE SPONSORrepresentative and in accordance with the provisions of the Agreement, the WEBSITE SPONSORrepresentative shall issue a Completion Certificate.
Article 7 -Right in Input Material And Output Material
7.1.Any Input Material, Documents or other information provided by the Client which is so designated by the Client shall be kept confidential by OSITCOM, and all Output Material or other information provided by OSITCOM which is so designated by OSITCOM shall be kept confidential by the Client.
7.2.The Client warrants that any Input Material and its use by OSITCOM for the purpose of providing the Packages will not infringe the copyright or other rights of any third party and the Client shall indemnifyOSITCOM against any loss, damages, costs, expenses or other claims arising from any such infringement.
7.3.WEBSITE SPONSORshall hold harmless and indemnify OSITCOM from and against any claims and proceedings for or on account of infringement of any patent, design or trademark rights or of other industrial property rights arising out of the use by OSITCOM of any materials, provided by the Client
All material produced or acquired under the terms of this Agreement, shall remain the property of the Client unless such rights are explicitly relinquished by the Client in writing.
7.4.OSITCOM warrants that any Material and its use for the purpose of providing the Packages will not infringe the copyright or other rights of any third party and the OSITCOM shall indemnify the Client against any loss, damages, costs, expenses or other claims arising from any such infringement.
OSITCOM shall hold harmless and indemnify the Client from and against any
Claims and proceedings for or an account of infringement of any patent, design
Or trademark rights or other industrial property rights arising out of such use.
7.5.The indemnities described in this Article shall survive the termination or expiration of the Agreement.
Article 8 - Warranties and Guarantees
8.1.OSITCOMwarrants to the Client that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification and at the intervalsand within the times referred to in the Work plan. Where OSITCOMsupplies in connection with the provision of the Specified Service any goods (including Output Material) supplied by a thirdparty, OSITCOMdoes not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.
8.2.OSITCOMshall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from instructions supplied by the Client which areincomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
8.3.OSITCOM warrants that the Packages and Services provide to Client will correspond with their specification at the time of delivery and will be free from defects in workmanship for a period of 12 months (twelve) from the date of their initial use.
8.4.Except as expressly provided in these Conditions, OSITCOM shall not be liable to the Client by reason of any representation(unless fraudulent), or any implied warranty, condition or other term, or under the express terms of the Agreement, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the Packages or its use by the Client, and the entire liability of OSITCOM under or in connection with the Agreement shall not exceed the amount of the Supplier's charges for the Packages, except as expressly provided in these Conditions.
8.5.OSITCOMshall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations in relation to the Packages, if the delay or failure was due to any cause beyond the Supplier's reasonable control.
Article 9 - Confidential Information
9.1WEBSITE SPONSORshall hold in strict confidence and not divulge to third parties or use for any purpose not related to the performance of the Services.Any technical information disclosed, directly or indirectly to the WEBSITE SPONSORby OSITCOM, including any changes or suggested changes with respect to the Services or any drawings or designs showing the equipment or devices which are provided by OSITCOM or are prepared for theWEBSITE SPONSORby OSITCOM, except with OSITCOM prior written approval.
Article 10 - Termination
10.1.Either party may (without limiting any other remedy) at any time terminate the agreement by giving written notice to the other if the other commits any breach of these Conditions and (if capable of remedy)fails to remedy the breach within 30 days after being required by written notice to do so.
ARTICLE 11- Applicable law and dispute resolution
This agreement shall be controlled by, interpreted and constructed according to the laws of Lebanon.
Any dispute, controversy or claim arising out of or in connection with this Agreement, including without limitation any dispute regarding the enforceability of any provision, which cannot be resolved through good faith, shall be submitted to conclusive and binding arbitration before a panel of three arbitrators in Beirut in accordance with the rules of Commercial Arbitration of the Lebanese Arbitration Centre. Each Party shall appoint one arbitrator and the two chosen arbitrators shall select and agree upon the third. The Parties agree that the provisions of the above centreandthe Lebanese Code of Civil Procedure are applicable to their Agreement to arbitrate. The Arbitrator will, as soon as practicable, render a final and binding decision in accordance with the terms of this Agreement. The decision of such arbitration shall be final for all purposes and may be enforced in an appropriate court in accordance with Lebanese law.
ARACO- Contract - KMT WS 017-12 Page 4 of 17July 25, 2012
APPENDIX “A”
SCOPE OF WORK& EXECUTION SCHEDULE (“SOW)
The SOW shall be outlined as follows: