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Collateral Design and Revisions – RTI International (RTI) For USAID Report

Prepared by Mike DeSantos mdesantos@bluewatermedia.com, Curt Schwab cschwab@bluewatermedia.com

Confidential

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BLUE WATER MEDIA – DRAFT STATEMENT OF WORK 1.

About this Proposal and Statement of Work This statement of work represents a pricing proposal for the requested collateral development for the USAID Report for RTI. Blue Water Media charges on a per project basis. This puts our customers in control of their expenditures with Blue Water Media. Given that our clients’ work patterns vary so widely, we have learned that this approach works best for all parties.

Description of Included Services Service Description of Work Advisory and Project Management

Print Design

The Blue Water Media print design team will develop the collateral piece to maintain the integrity of the USAID brand design, but with a new conceptual look and feel.

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The Blue Water Media opened task management system (Autotask) will allow RTI project members and staff to track the status of their new project in real-time to see what tasks have been completed, what is currently due, and what tasks the Blue Water Media team will be working on next. RTI staff will have the ability to communicate directly with staff members responsible for a specific task, the project manager as well as the entire project team via our Autotask system. All communications strings are managed online and may also be distributed via email. Each deliverable will be managed within an online schedule and will include the necessary documentation of design process.

This proposal includes the design of a digital document up to 64 pages. Blue Water Media will create an engaging visual representation for the brochure. Blue Water Media will design 2 unique design concepts to present to the client. 3 reasonable rounds of revisions are included given input from appropriate staff. Client (RTI) will supply content to populate the collateral project. All files will be made print ready upon approval from the project staff and delivered to printer. Blue Water Media; upon completion of the project; will supply the client with source files and digital copy for backup purposes. This proposal does not include 508 Compliance Review. If 508 is required it will be estimated and billed separately. This proposal does not include printing costs. If RTI requested printing costs and estimates, it will be quoted in a separate document.

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2.

Other Information: General Blue Water Media Obligations  Blue Water Media will assign a Strategic Account Manager who will act as the primary liaison between Blue Water Media and RTI.  Blue Water Media will provide RTI with access to print and online self-support resources.  Blue Water Media will provide RTI with access to email and phone-based technical support assistance.  Blue Water Media will provide flexible, timely, and responsive customer service.  Blue Water Media will respond within 24 hours of an initial contact by the client and maintain opened lines of communication through out the entire project. General Customer Obligations  RTI will appoint a primary point of contact with respect to all activities surrounding the development of the project.  RTI recognizes and takes responsibility to collaboratively support Blue Water Media to facilitate efficient completion of the project.  Client is responsible for providing all content to Blue Water Media in one document format. All original text content needs to be provided in Microsoft Word format. All photography is to be supplied in digital format. Any variance from these formats needs to be approved by Blue Water Media.

3.

Associated Cost: Client agrees to pay the following fees: This contract is inclusive of all services listed above. Any additional services requested by RTI will be estimated separately. COLLATERAL DESIGN FEES

Types of Services Project Management Initial Design Concepts and Revisions Buildout of Remaining Pages with Revisions TOTAL HOURS

Number of Hours 16 100 64

Hourly Rates $125 $125 $125

Total $500.00 $2,000.00 $3,000.00

180

$125

$22,500.00

5. Fees and Payment: The services specified in the Statement of Work are provided on a per project basis; Customer shall pay for all time spent performing the Services specified in the Statement of Work as well as for all materials, taxes and expenses. The Services provided by Blue Water Media under this Statement of Work shall be at those rates set forth in the rate schedule. All Services are offered and will be provided subject to Blue Water Media current professional services terms and conditions. Payment Terms:  50% Due upon signing.  50% Due upon completion and delivery.  All shipping, photography and printing fees will be invoiced separately.

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AGREEMENT This Agreement is made December ______, 2012 by and between Blue Water Media, LLC (“Blue Water”) and RTI International (“Client”) effective as of the date the Agreement is executed by Client. 1.

Fees. Client agrees to pay the following fees: This contract is inclusive of all services listed above.

Any additional services requested by RTI will be estimated separately. COLLATERAL DESIGN FEES

Types of Services Project Management Initial Design Concepts and Revisions Buildout of Remaining Pages with Revisions TOTAL HOURS

Number of Hours 16 100 64

Hourly Rates $125 $125 $125

Total $500.00 $2,000.00 $3,000.00

180

$125

$22,500.00

2. Payment Terms. The amount of payments and the date they are due are as follows: (a) Down payment, due on signing: $11,250.00 for design (b) Final fee at completion of project: $11,250.00. All fees paid are nonrefundable. All monthly updates will be uploaded within 3 days but they must be requested in writing (email, mail or fax). Client agrees to pay all sales use, property, excise and other taxes now or hereafter, if any, imposed by any governmental body or agency with respect to the Web site, at such time as such taxes may be imposed. All Fees and other amounts payable to Blue Water Media hereunder shall, at Client’s election, subject to Blue Water Media’s credit check and approval, be (a) invoiced to Client and/or (b) charged against one or more credit card accounts provided by Client to Blue Water Media for such purpose. If an invoice is sent as a result of failure of any credit card provider to accept the applicable charges, a service charge shall be assessed. Client shall pay all wire transfer fees. All invoiced amounts shall be paid by Client within thirty (30) days after the invoice date. All payments shall be made in U.S. currency. Any sum not paid by Client when due shall bear interest until paid at a rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is less. Client shall be responsible for all costs, including without limitation, reasonable attorneys’ fees and court costs, incurred by Blue Water Media in connection with Blue Water Media’s collection of any past-due amounts under this Agreement. 3. General Scope of Agreement. Pursuant to the terms and conditions of this Agreement, Blue Water Media shall provide to Client, and Client shall purchase from Blue Water Media, certain web design, Internet marketing, support, programming and maintenance services. Blue Water agrees to provide website design, development and other related services as requested by Client from time to time pursuant to a mutually agreed statement of work and the terms and conditions of this Agreement. 4. Client Content, Data and Proprietary Rights. All design and programming work performed by Blue Water Media for Client is deemed to be “work for hire” and all design work product, including code and art, shall be the sole and exclusive property of Client. Client and Client Customers, respectively, are solely responsible for all of their content residing on Blue Water Media’s Servers, and except as otherwise agreed with Blue Water Media as part of the Services, for the backup and restoration of such content. All right, title and interest in any and all Client or Client Customer Software, data, works of authorship, and other content generated by Client, Client Customers or their content providers that is used, displayed, or transmitted using or through the Hardware, Services or Software (collectively, "Client Intellectual Property") will remain vested in Client and/or in Client Customers, licensors or content providers. Notwithstanding the foregoing, Blue Water Media shall be entitled to access, view, monitor and otherwise deal with the Client Intellectual Property as necessary or appropriate for Blue Water Media to enforce the terms of this Agreement or the Acceptable Use Policies or to cooperate with any investigation, inquiry or other activity by any governmental or quasi-governmental agency. 5. Warranties and Disclaimers. Blue Water Media warrants that its Services will be rendered in a professional manner consistent with the standards of its industry, and in compliance with applicable laws and regulations. a. Blue Water Media warrants, subject to force majeure, that its Services will substantially conform in all material respects to the description thereof in Blue Water Media's documentation. b. Blue Water Media warrants that to the best of its knowledge, (i) it has and will have all necessary intellectual property rights through ownership or license to offer the Services using the Hardware and Software, and (ii) that any Software developed by Blue Water Media does not and will not infringe any copyright or trademark. Blue Water Media will pass through any applicable third-party manufacturers’ warranties to the extent

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c.

d.

permitted by the manufacturers, but does not itself warrant any third-party Hardware, Software, or other products. Client acknowledges and agrees that Blue Water Media exercises no control over, and accepts no responsibility for, the content of the information passing through Blue Water Media’s Hardware, Software, host computers, network hubs, communications facilities, or points of presence, or the Internet. To the extent permitted by applicable law, and except as set forth in this Section 6 or the Exhibits hereto, neither Blue Water Media, its affiliates or their respective employees, agents, suppliers, contractors or licensors make any warranties of any kind, express or implied, including, but not limited to, warranties of title, noninfringement, merchantability or fitness for a particular purpose, with respect to the Hardware, Software or Services, and all such Hardware, Software and Services are provided on an “as is” basis. None of such parties warrant that access to or use of the Hardware, Software or Services shall be interrupted or error free; nor do any of them make any warranty as to the results that may be obtained from the use thereof.

6. Default. Client will be in default of this agreement if Client breaches any provisions of this Agreement. Upon failure to cure any breach hereunder Blue Water may upon fifteen days written notice of opportunity to cure the breach cancel at its option this Agreement without further notice, and may debit from Client account payment of all amounts then due plus the remaining balance of complete Agreement and late fees, and/ or may institute legal proceedings. If Blue Water institutes legal proceedings it shall be entitled to its reasonable attorneys’ fees related to such proceedings. 7. Release. Client expressly releases Blue Water and its agents, employees, affiliates, licensees and assigns from and against and all other claims Client may have from lost or mis-delivered emails. Client assumes all responsibility and releases Blue Water of any and all direct or indirect legal actions brought on by other parties in correlation from this Agreement or related to the content supplied by the Client for use in its Web site. Client agrees in the event any claim is made related to the content in its Web site that it shall indemnify and hold harmless Blue Water from and against any claims, judgments, legal fees or costs. In no event will Blue Water be liable for any loss or damage to revenues, profits, other economic loss or good will or other special, incidental, indirect or consequential damages of any kind, resulting from its performance, termination, or any failure to perform under the terms of this Agreement. 8. Confidential Information. Both Client and Blue Water Media have made and will continue throughout the Term of this Agreement to make available to the other party confidential and proprietary materials and information (“Confidential Information”). Prospectively, each party shall advise the other of material and information that is confidential and/or proprietary. a. All material and information provided by Client to Blue Water Media relating to the business, policies, procedures, customs, forms, customers, clients and strategies of Client, including information previously divulged or delivered to Blue Water Media by Client regarding the aforementioned subject matter is hereby designated as confidential and proprietary and shall be considered to be Confidential Information. b. All material and information provided by Blue Water Media to Client relating to the business, policies, procedures, customs, forms, customers, clients and strategies of Client, including information previously divulged or delivered to Client by Blue Water Media regarding the aforementioned subject matter is hereby designated as confidential and proprietary and shall be considered to be Confidential Information. c. It is understood that the obligations set forth in this Section 9 do not apply to materials or information that: (i) are already, or otherwise become, generally known by third parties as a result of no act or omission of the receiving party; (ii) subsequent to disclosure hereunder are lawfully received from a third party having the right to disseminate the information without restriction on disclosure; (iii) are generally furnished to others by the disclosing party without restriction on disclosure; (iv) were already known by the receiving party prior to receiving them from the disclosing party and were not received from a third party in breach of that third party’s obligations of confidentiality; or (v) are independently developed by the receiving party without the use of Confidential Information of the disclosing party. d. Each party shall maintain the confidentiality of the other party’s Confidential Information and will not use or disclose such Confidential Information without the prior written consent of the other party. Notwithstanding the foregoing, either party may disclose the other’s Confidential Information to its affiliates, agents, contractors, service providers, and other third parties on a need-to-know basis, provided that such parties are under a similar obligation to maintain the confidentiality of the Confidential Information. e. Each party may disclose the other’s Confidential Information in a judicial or quasi-judicial proceeding when required to do so by law when responding to a subpoena, deposition notice or similar judicial or governmental demand; in such situations, however, the party being requested to disclose the other’s Confidential Information shall endeavor to provide notice to the other party whereby the other party may intervene in the proceeding, if it wishes, and endeavor to prevent such disclosure. Additionally, the parties may disclose the other’s Confidential Information to their various regulatory agencies to the extent required by law. f. Notwithstanding any contrary provision of this Agreement, as long as each party protects the Confidential Information of the other, neither the exposure to the other party’s Confidential Information, nor its ownership of work product, shall prevent either party from using ideas, concepts, expressions, know-how, skills and

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experience possessed by either party prior to its association with the other party or developed by either party during its association with the other party, so long as the Confidential Information of the other party is not used. 9. Entire Agreement. These parties agree that this Agreement and its exhibit SOW’s constitutes their entire agreement and that it may not be modified other than under the terms provided in this Agreement or by written agreement executed by the parties. 10. Force Majeure. Blue Water Media shall not be liable for any failure or delay in performance caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts or omissions of Client or Client Customers, acts of God, acts of government, acts of war or terrorism, outages suffered by electric utilities, fires, floods or other casualties, or to the extent beyond Blue Water Media's reasonable control or reasonable workarounds, breakdown or damage to machinery, equipment or software, malfunctioning of software, corruption of data, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software, inability to obtain supplies or power, or outages suffered by recognized private operating agencies (RPOAs), intermediary private networks or other providers over whose facilities Client’s Web traffic is carried to and from the Hardware. 11. Governing Law. The parties hereby agree that this Agreement is made in, governed by, to be performed in, and shall be construed in accordance with the laws of the District of Columbia, agree to submit to the jurisdiction of the Courts of the District of Columbia and expressly waive any right to trial by jury so the trial shall be by and only the Court. The parties agree that any process served for any Court action or proceeding shall be valid if mail by certified mail, return receipt requested, to the respective parties at the address designated on this Agreement or an alternate address if a party has notified the other party in writing of change of address. AGREED AND ACCEPTED BY CLIENT: Collateral Development Fees: $22,500.00

Approved ______________ (Initial)

Signature: ________________________________________________ Printed Name: _____________________________________________ Title: ____________________________________________________ Company: _______________________________________________ Address: ________________________________________________ ________________________________________________________ Date :________________ Telephone: _________________________ Fax: _____________________________________________________ Email: ___________________________________________________ Credit Card Type:

VISA

MASTERCARD

AMEX

Card Number: _____________________________________________ Expiration: __________________

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Security Code: _______________

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