This Website Development Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2019 (the “effective date”), between Dhaxle Inc.  Address 1122 Washington Ave, Lansdale, PA 19446 (hereinafter referred to as the “Client”), and TINITZ Address Cocody Angre Papayer 5, Villa 128 04 BP 1256 Abidjan 04 (herein referred to as the “Contractor”).

WHEREAS the Client is an online United States based company that wants to develop and deploy multi-user website

WHEREAS, the Contractor is a Ghana based web developer who has expertise in the development and deployment of websites and who is willing to work for the Client for the development and deployment of the Client’s website

NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:

  1. TERM.

The initial term of this Agreement shall be for a period _____ [Days/Weeks/Months], commencing on the Effective Date herein.

  • SCOPE.
    • The Client is hiring the Contractor for the sole purpose of development of a tech platform for Money Transfer and remote value added services. The conception and deployment of the Client’s multi-user website shall include but not limited to:
  • Subscribers’ dashboard
  • Dhaxle project supervisors’ dashboard
  • Dhaxle administrator’s dashboard
  • Money transfer functionalities and APIs
  • Integration of payment functionalities for Visa, MasterCard, American Express
  • Security System SSL
    • The Contractor’s obligations under this Agreement shall include;
  • __________________________________________
  • __________________________________________
  • __________________________________________
  • __________________________________________

The Client shall pay the Contract ____ Dollars for the services provided under this Agreement.

    • The Contractor shall promptly and fully disclose to the Client any and all ideas, inventions, technologies, discoveries, improvements, know-how, processes, practices, procedures, compositions, devices improvements, methods, data, ideas, works of authorship, discoveries, or other subject matter that Contractor conceives, reduces to practice or develops during the term of this Agreement, alone or in conjunction with others, including without limitation any and all invention(s) which relate to the Work and which Contractor made, first reduced to practice or owns in the course of performing the services covered under this Agreement , including without limitation any and all related patents, copyrights, trade secrets, trademarks throughout the world (and applications for registration of the same) (collectively, “Inventions”). Where applicable, works of authorship the Contractor creates for the Client in performing Services under this Agreement shall be “works made for hire” as defined in the U.S. Copyright Act.
    • The Contractor agrees to assign, and hereby irrevocably does assign, transfer and convey to the Client all right, title and interest to all such inventions and developments. The Contractor hereby appoints the Client as the Contractor’s agent and attorney in fact, to act for and on the Contractor’s behalf for the purpose of effecting the foregoing assignment from the Contractor to the Client, for executing and filing the requisite applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks and other registrations with the same legal force and effect as if executed by the Contractor.  The Contractor agrees to execute any and all papers and documents, and take such other actions as are reasonably requested by the Client, to evidence, perfect, defend the foregoing assignment and fully implement the Client’s proprietary rights in the assigned web developments and associated intellectual property.
    • The Contractor represents and warrants that (i) the Contractor is the owner of the entire right, title and interest in and to any works covered therein; (ii) the Contractor has the sole right and authority to enter into the Agreement and grant the rights hereunder; (iii) the Contractor has not previously granted any rights or licenses in or to the works covered herein; (iv) unless approved by the Client in writing, the Contractor shall not incorporate any intellectual property belonging to the Contractor or third parties into any works covered herein; (v) the Contractor is in compliance with all federal, state, county, and municipal laws, regulations and ordinances applicable to the Contractor and shall perform the services covered herein without violation of the foregoing; and (vi) the Contractor is qualified to perform the services covered herein. In the event any inventions and work may not legally be assigned to the Client or if the Contractor incorporates its own or a third party’s code or any intellectual property or invention into the performance of Services and resulting work product, the Contractor hereby grants the Client an irrevocable, perpetual, sub licensable, world-wide, royalty free license to use, sale, publish, and share such inventions for commercial purposes. Prior to incorporating the Contractor’s own or a third party’s intellectual property or invention into the performance of Services, the Contractor shall notify the Client and obtain the Client’s written approval.
    • The Contractor shall be retained as an independent contractor.  The Contractor shall be fully responsible for payment of their own income taxes on all compensation earned under this Agreement.  The Client shall not withhold or pay any income tax, social security tax, or any other payroll taxes on the Contractor’s behalf during the term of this Agreement.
    • The Contractor/Contractor’s employees understands that they shall not be entitled to any fringe benefits that the Client provides for their employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.
    • This Agreement contains the entire Agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof.  No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
    • This Agreement shall be governed by and construed in accordance with the laws of the ____________ [State/Country]. Exclusive jurisdiction and venue shall be in _____________ [State/Country].
    • Attorneys’ Fees.  If one party commences any action or proceeding against the other to enforce the terms of this Agreement, the prevailing Party will be entitled to an award against the other Party for all reasonable attorneys’ fees, costs and expenses incurred by the prevailing Party in connection with the action or proceeding and in connection with the enforcement of any judgment or order the prevailing party obtains.
    • This Agreement shall be binding upon and inure to the benefit of the Contractor and the Client and their respective successors and assigns, provided that the Contractor may not assign any of their obligations under this Agreement without the Client’s prior written consent. 
    • Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
    • Any and all notices or demands by or from the Client to the Contractor, or by or from the Contractor to the Client, shall be in writing and shall be served either by regular United States mail, Certified or Registered Mail, return receipt requested, postage prepaid or by recognized overnight courier service.  If such notice is served by mail in the manner herein provided, service shall be conclusively deemed made forty-eight (48) hours after the deposit thereof in the United States mail or on the next business day after submission to the overnight courier service, addressed to the party to whom such notices or demand is to be given, at the following addresses:

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.

THE CLIENT: Dhaxle Inc.

                   1122 Washington Ave.

                   Lansdale, P.A 19446

                   Phone: +1 610 333 7448

                   Manager: Roger Yomba N.   Signature: _________________________


                 Cocody Angre Papayer 5, Villa 128

                 04 BP 1256 Abidjan 04

                 Phone: +225 21 74 43 61

                 Manager: Yves B. Ake.     Signature: ____________________________                      

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