Agreement For Services

Client responsibilities

The Client agrees to provide full information including a program, design work, brand work, constraints and criteria relevant to the project. The information, documents, and other data required shall be furnished at the Client’s expense, and Digital Scope shall be entitled to rely upon the accuracy and completeness thereof. Upon request, all copies of disclosed information in written, graphic or other tangible form shall be returned to the Client immediately upon the termination of this Agreement.

Confidentiality

The Client and Digital Scope are exchanging certain information which is proprietary and extremely confidential. This information includes, but is not limited to, sales and marketing information, customer profile lists, financial data, manufacturing, equipment and techniques, and similar information regarding the Project Program. This information is being exchanged for our mutual benefit t in order to further the business relationship between Digital Scope and Client. In consideration therefore, Digital Scope and Client agree not to divulge, publish, or otherwise reveal to any person, firm, or corporation the information provided under this agreement or which is derived from study of the information and materials, nor will the receiving party use such information for the receiving party’s own benefit t or for the benefit t of any other person, firm or corporation. In addition, the receiving party will not, without the disclosing party’s prior written consent, make any copies of the information and will limit the access to persons in a “need to know” position. The receiving party shall use the same standard of care in holding all confidential information revealed hereunder in confidence as it uses with its own information, which it desires not to disseminate or publish.

The foregoing restrictions shall not apply to information which is (a) otherwise publicly available, (b) in the receiving party’s possession prior to disclosure by the disclosing party, (c) rightfully received by the Receiving party from a third party without any accompanying secrecy obligation, or (d) independently developed by the receiving party. Each party agrees not to directly or indirectly solicit for its own benefit, or for the benefit t of any other person or entity, any employee of the other party.

Suspension

In the event of suspension for more than three (3) weeks, prior to completion of all services contemplated by this Agreement, Digital Scope may complete such analyses, records and documentation as are necessary to complete its files and may also complete a report on the services performed to the date of notice of suspension. The expenses of suspension shall include the compensation for reporting, completing data, completing such analyses, records, documents and reports as Digital Scope deems appropriate.

Termination

This Agreement may be terminated by either party upon seven (7) days written notice. In the event of termination, Digital Scope shall be paid for services performed and expenses incurred to the termination notice date plus reasonable termination expenses. Digital Scope may complete such analyses, records and documentation as are necessary to complete its files and may also complete a report on the services performed to the date of notice of termination. The expenses of termination shall include the compensation for reporting, completing data, completing such analyses, records, documents and reports as Digital Scope deems appropriate.

Ownership of Documents

Drawings and Specifications for the project as instruments of Digital Scope’s service are and shall remain the property of Digital Scope whether the project for which they are made is executed or not. They may not be used, sold, or transferred by the Owner on other projects or extensions to the project, except by agreement in writing and with appropriate compensation to Digital Scope. The Owner may, however, retain copies of these documents for records and reference. The Owner shall hold harmless and indemnify Digital Scope against all losses, damages, and costs arising out of any use of the documents by the Owner or his agents, not specifically authorized by Digital Scope.

Upon completion of the project, the Owner grants permission to Digital Scope to professionally photograph the project space for purposes of documenting the project and for Digital Scope’s use in marketing and representing their work. Such photography will be done at Digital Scope’s expense and at no cost to the Owner. the Client immediately upon the termination of this Agreement.