Master Service Agreement
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Provider Services – The Client hereby orders from the Provider, and the Provider will provide web development services, described in the attached Statements of Work (“SOW”) which is hereby incorporated within this Agreement. The Provider will follow the Client’s guidelines and needs to the best of its abilities.
2. Terms and Expiration – The term of this Agreement shall be from the effective date and includes the “Duration” referenced in the SOW. Unless earlier terminated as provided in this Agreement or unless extended, this Agreement shall terminate one (1) year following the Effective Date. The effective date is the date of signing this Agreement.
3. Payments and timeline – Payments and timeline are detailed in the SOW which is hereby incorporated within this agreement. All payments will be in USD. All invoices must be paid in full within 10 days after the date of the invoice.
4. Interest on Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to % per month (% annually) or the maximum allowed by Law, whichever is less.
5. Cooperation – The Parties shall cooperate in good faith with one another, including the execution and delivery of necessary documents requested by the Provider. The Client hereby agrees to provide sufficient information to the Provider, so the Provider can render Services. As such, the Client will provide a point of contact to the Provider, which will provide the Provider with any necessary instructions regarding the scope of work/services to be done by the Provider. The Client hereby agrees to respond to all the Provider inquiries within 8 working hours.
6. Client Representative. The Client will provide one (1) representative to communicate with the Provider (regarding art direction, text images, functionality, etc.) to streamline the process and prevent miscommunication. In the event the Client changes its designated representative, the Provider must be notified in writing of the change, and all prior approval up to the time of notification of the representative change shall remain valid. Subsequent edits and change orders to previously approved work are out of scope and will be billed at the rate outlined in the SOW.
7. Cancellation and Change Policy – Either Party can terminate this Agreement in case of breach of this contract by the other Party or in the case of the Party’s own bankruptcy, other сancellation conditions are described in the SOW. Any waiver, alteration, or modification of any of the provisions of this Agreement or cancellation or replacement of this Agreement shall not be valid unless in writing and signed by the parties.
8. Expenses. The Client shall pay all expenses reasonably incurred by the Provider in the course of performing services under this Agreement, as mutually agreed upon in advance by the parties hereto. These expenses may include business trips expenses, purchasing 3rd party components and graphics required for work and other similar items.
9. Confidentiality. The Provider shall keep confidentiality of all provided information of the Client marked in written as “Confidential”. This information might be related to the Client business itself, the Client subsidiaries and Client customers. Confidential Information shall not include any information that:
- a. is already lawfully known by the Provider when it is received;
- b. is independently discovered by the Provider;
- c. is now or hereafter becomes generally available to the public;
- d. is disclosed after the Provider obtains prior written approval from the Client for such disclosure.
The Provider shall ensure that any other parties to whom work has been delegated will sign an appropriate secrecy undertaking.
10. Non-Solicitation. During the term of this Agreement and for 5 years after any termination of this Agreement, the Client will not directly or indirectly solicit, induce, recruit, encourage or otherwise endeavor to cause or attempt to cause any employee, agent, employees and clients of agent or consultant of the Provider or Provider`s client to terminate their relationship with the Provider. As a contractual penalty for violation of this clause, the Client declares to pay the Provider the amount of $50,000 (in words: fifty thousand US dollars) for each violation.
11. Intellectual Property Rights. After receiving full payment under this Agreement, the Provider assigns to the Client its entire right, title, and interest to Deliverables created or developed by the Provider for the Client under this Agreement, including all patents, copyrights, trade secrets, and other proprietary rights.
12. Relationship. The Provider is retained by the Client solely for the purposes and to the extent set forth in this Agreement, and the Provider’s relationship to the Client shall during the terms of this Agreement be that of an independent contractor. The Provider may use a third party (“Consultant”) to perform this Agreement.
13. Assignment. Any attempt to assign or transfer any rights, duties, or obligations herein shall render such attempted assignment or transfer null and void.
14. Liability. In no event shall the Provider be liable for any damages arising from the use of the software developed under the terms of this Agreement.
15. Publicity. The Parties can use the name, trademark, logo, or other identifying materials of either Party in any publicity, advertising or promotional material, make press releases or public disclosures describing the general nature of the Services provided hereunder, without writing the agreement, if those materials were not marked as “Confidential.
16. Recording of Conversations.Each party to this Agreement acknowledges and agrees to the call recording of conversations between the parties to this Agreement.
17. Force Majeure. the Client hereby releases the Provider from its duties in the case of a fire, earthquake, power outage, or any other natural disaster or act of God that makes it impossible for the Provider to complete its services. In such cases, the Client hereby acknowledges and holds the Provider harmless in case of the possibility of data loss.
18. Governing Law. This Agreement shall be governed by and construed in accordance with English law. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
19. Written Notice. Email is an acceptable form of communication under each and every provision of this Agreement.