Change3 Enterprises LLC

Change3 Terms & Conditions


  • Intellectual Property and Related Asset Ownership. All work product, media, as well as any related assets created by Change3 specifically for [client] as part of this scope of work, or upon the request of [client], will be the sole property of [client] during the term of this agreement and after it is terminated, unless otherwise indicated by Change3 in writing. Change3 may give [client] access to proprietary content, applications, intellectual property or solutions. In these cases, those assets will remain the property of Change3.

  • Indemnity. The Parties shall hold harmless and indemnify each other to the extent of their respective proportionate responsibility therefore, from any claims, demands, losses, expenses or liabilities, caused or alleged to have been caused, by injury to, or death of, personnel persons and damage to third-party property, properly and reasonably incurred in connection with defending any claim arising out of the negligent acts or omissions of the other party in performance of Change3’s Work under this Agreement. Nothing herein shall be construed to mean that either party shall hold harmless and indemnify the other from claims, demands, expenses or liabilities arising out of any acts or omissions of the other party’s own officers, agents, or employees.

  • Governing Law and Jurisdiction. This Agreement shall be deemed to be made under, and shall be construed in accordance with and shall be governed by, the laws of the State of Arizona as applied to agreements reached in Arizona between Arizona residents. Any action or proceeding arising out of this Agreement shall be commenced in a court located in Maricopa County, Arizona, and each of the parties hereto submits to and accepts generally and unconditionally the jurisdiction of those courts with respect to such party’s person and property.

  • Notices. All notices to either party by the other shall be deemed to have been sufficiently given when made in writing and delivered in person, by facsimile, electronic mail, certified mail or courier to the address of the respective party or to such other address as such party may designate.

  • Entire Agreement. The Agreement and the Statement of Work represent the entire understanding and agreement between the Parties and supersede any and all prior agreements, whether written or oral, and may be amended or modified only by a written amendment signed by both parties.

  • Waiver. No delay or omission by a party in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by a party on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

  • Captions. The captions used in this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section hereof.

  • Severability. In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired.

  • Attorneys’ Fees. In the event that a party is required to file an action in a court of law to enforce or interpret the terms of this Agreement and is successful in prosecuting said action, then the party shall be entitled to an award of all of its reasonable and necessary attorneys’ fees and costs in addition to any other relief granted by the court.

  • Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.