Terms and Conditions
RELEASE AND CONFIDENTIALITY AGREEMENT
THIS AGREEMENT is entered into this ____(Date Entered Below)___ day of _____(Date Entered Below)___________, 20_19___ by and between Online Masterminds, LLC, Doug Clark, individually, (Name Entered Below) and (Organization Entered Below).
WHEREAS, Organization Entered Below (hereinafter “OEB”) and Online Masterminds, LLC (hereinafter “OM”) entered into an Agreement whereby OM would build, host, and maintain a website for OEB;
WHEREAS, said website was built, hosted, and maintained by OM to date;
WHEREAS, OEB now desires to fully control the website built by OM and no longer use OM to host and maintain said website;
WHEREAS, OM desires to end the business relationship with OEB involving the website built, hosted, and maintained;
WHEREAS, OEB and OM are in agreement that OM shall be allowed to remove any and all proprietary information from the website, including, but not limited to, all photographs taken by OM, and OM affiliates at the request of OM and all business information and references for OM and any proprietary software code provided by OM and or it’s affiliates;
WHEREAS, OEB and OM are in agreement that OM will transfer the site license to OEB after removing any and all proprietary information; and
WHEREAS, OM shall have no responsibility or liability to OEB for any loss of business or any other consequence of transferring the site license to OEB and no longer hosting and/or maintaining the website.
NOW THEREFORE, as and for the consideration of the offer and acceptance of the above terms, the parties hereto, hereby mutually agree, promise and covenant to keep and abide by the following terms and provisions in order to achieve and fulfill the above-stated purposes and objectives of this agreement:
1. OEB and anyone claiming on their behalf release and forever discharge OM and Doug Clark and their affiliates, successors and assigns, officers, employees, representatives, agents and anyone claiming through them from any obligation to host and/or maintain the website and any liability for any negative impact from no longer hosting or maintaining the website on the business of OEB from the date this Agreement is executed by all parties.
2. OEB agree to the removal of any and all proprietary information from the website, including but not limited to, all photographs taken by OM and affiliates at the request of OM and all business information and references for/to OM, and any custom software provided by OM or its affiliates.
3. OM and Doug Clark agree to remove any and all proprietary information and transfer the Site License for the website to OEB on the date this Agreement is fully executed by all parties. From the time the Site License is transferred, OM and Doug Clark shall have no further responsibility for the website’s hosting and/or maintenance.
4. Upon the transfer of the site license for the website, OEB shall be responsible for hosting, maintenance, and all other responsibilities for the website.
They shall have no expectation of any further assistance or instruction by OM and/or Doug Clark in regard to the website.
5. All parties agree that any financial obligation from OEB to OM is extinguished by this Agreement.
7. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, administrators, personal representatives, executors, successors and assigns. All parties are representing that they have the authority to enter into this agreement and have not assigned or transferred any authority to any other party. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior oral or written agreements or understandings between the parties concerning the subject matter of this Agreement. The terms of this Agreement are contractual and not a mere recital. This Agreement may not be altered, amended or modified, except by a written document signed all parties. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of Missouri.
8. All parties represent they fully understand their right to review all aspects of this Agreement with attorneys of their choice, that they have had the opportunity to consult with attorneys of their choice and have either done so or chosen not to do so, that they have carefully read and fully understand all the provisions of this Agreement and that they are freely, knowingly, and voluntarily entering into this Agreement