Tax-ID according to §27a Tax ID law: 07924119319

Client agrees to the Service proposal and scope as part of the agreement. 

Client agrees to cooperate and to provide Momentum with everything needed to complete the Services as, when and in the format requested by Momentum.

Momentum has the experience and ability to do everything Momentum agreed to for Client and will do it all in a professional and timely manner. Momentum will endeavor to meet every deadline that’s set and to meet the expectation for Services to the best of its abilities.

Momentum warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation Momentum may have to others; (ii) none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Contractor); (iii) Momentum has the full right to provide Client with the assignments and rights provided for herein; (iv) Momentum shall comply with all applicable laws in the course of performing the Services and (v) if Momentum’s work requires a license, Momentum has obtained that license and the license is in full force and effect.

EXCEPT AS SET FORTH IN THE SERVICE PROPOSAL, MOMENTUM DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE WORK.

EXCEPT AS SET FORTH HEREIN, ALL DELIVERABLES ARE DELIVERED ON AN “AS-IS” BASIS.

Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other party. “Confidential Information” means all (i) nonpublic information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”.

In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information.

Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement. The obligations of this Section shall survive termination of this Agreement for a period of 3 years.

Momentum agrees that the deliverables and materials developed pursuant to this Agreement (including, without limitation, all presentations, writings, ideas, concepts, designs, text, plans, and other materials that Momentum conceives and develops pursuant to this Agreement, including all materials incorporated therein whether such materials were conceived or created by Momentum individually or jointly, on or off the premises of Client, or during or after working time) shall be treated as if the development of such deliverable constitutes a “work for hire” and shall be owned by Client upon payment of all fees due to Momentum pursuant to this Agreement.

In the event that any such material is considered not to be a “work made for hire,” Momentum hereby assigns all ownership (whether represented or not by a registered patent, copyright, trade secret) and other proprietary or rights, title and interest in such deliverables and materials to Client, and agrees to execute such documents as Client may reasonably request, in order to assist Client in obtaining and protecting such rights.

Momentum agrees that Momentum has no interest in any materials that Momentum submits to Client, including, without limitation, any security interest therein, and hereby releases to Client any interest therein (if any) which may be created by operation of law. Except as otherwise agreed to in writing and as necessary in the performance of this Agreement, Momentum shall have no rights to license, sell or use the deliverables or materials developed under this Agreement, or any portion thereof.

Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between Momentum and Client. Both Parties agree that Momentum is, and at all times during this Agreement shall remain, an independent contractor.

Either Party may terminate this Agreement at any time, with or without cause, upon 30 days written notice.

Either Party also may at any time terminate the Agreement immediately if: (i) the other party commits a breach of this Agreement and such party does not cure a breach within 5 days of written notice from the non-breaching party of such breach.

If this Agreement is terminated earlier by Client without cause, Client agrees to pay Momentum any and all sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. Momentum agrees to use the best efforts to minimize such costs and expenses.

Termination for any reason shall not affect the rights granted to Client by Momentum hereunder. Upon termination, Client shall pay to Momentum all undisputed amounts due and payable. If upon termination Client has not paid undisputed fees owed for the material, deliverables or Services provided by Momentum as of the date of termination, Client agrees not to use any such material or the product of such Service, until Client has paid Momentum in full. Any provisions or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary in this Agreement, Momentum shall retain a perfected security interest in the deliverable or material until Client has made payment in full for all undisputed amounts as of the termination date. Momentum hereby agrees to release and waive its security interest in the deliverable and material upon receipt of full payment for all undisputed amounts.

Client understands the importance of paying independent contractors in a timely manner and wants to maintain a positive working relationship with Momentum to keep the project moving forward.

Payments for each invoice delivered by Momentum to Client are due within 30 days of receipt. In case of overdue payments, Momentum reserves the right to stop work until payment is received.

In the event an invoice is not paid on time, Momentum will charge a late payment fee of 1.50% per month on any overdue and unpaid balance not in dispute.

Contractor’s acceptance of such service charges does not waive its rights to any remedies for Client’s breach of this Agreement. All payment obligations are non-cancelable and fees paid are non-refundable.

Client shall reimburse all expenses that are reasonable and that have been authorized in writing by Client in advance; payable within 30 days of itemized invoice.

Any material changes to the Services, including work to be performed and related fees must be approved by the prior written consent of both parties.

Momentum agrees to indemnify, defend and hold harmless Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through Contractor’s gross negligence ; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Contractor’s representations, warranties or agreements herein.

Client agrees to indemnify, defend and hold harmless Momentum from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by Client’s (i) gross negligence; (ii) out of any claim that Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Client’s representations, warranties or agreements herein.

TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, MOMENTUM SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR RELATING TO THE SERVICE PROPOSAL OR THIS AGREEMENT, CONTRACTOR’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR’S AGGREGATE LIABILITY UNDER THE SERVICE PROPOSAL AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY CLIENT TO THE MOMENTUM UNDER THIS AGREEMENT.

Both Parties agree that when asked, Client must properly identify Momentum as the creator of the deliverables. Client does not have a proactive duty to display Contractor’s name together with the deliverables, but Client may not seek to mislead others that the deliverables were created by anyone other than Contractor.

Client hereby agrees Momentum may use the work product as part of Contractor's portfolio and websites, galleries and other media solely for the purpose of showcasing Contractor's work but not for any other purpose.

Momentum will not publish any confidential or non-public work without Client’s prior written consent.