Last Updated:
This SOW (“SOW”, or Summary of Work) incorporates the Terms and Conditions with the Key Terms below. If there is any inconsistency between this SOW and the Terms and Conditions , this SOW will control.
Deliverable Acceptance Process
Third-Party Materials
As part of the service agreement between the Provider and the Customer, the Customer agrees to fulfill the following obligations to ensure the timely and effective delivery of services and project deliverables:
The Customer shall assign a dedicated Project Manager (PM) to the project who will act as the primary point of contact between the Customer and the Provider. The Customer’s PM will be responsible for:
Coordinating and facilitating communication between the Customer and the Provider's team.
Ensuring that the Customer’s internal resources, teams, and stakeholders are available and aligned with project goals and timelines.
Approving key project deliverables and milestones, as set forth in the Statement of Work (SOW).
Promptly addressing any issues or changes in the scope of the project and communicating them to the Provider in a timely manner.
Providing timely feedback on deliverables, documentation, and progress reports.
The Project Manager must have the appropriate authority to make decisions and provide approvals for the Customer and shall be available for regular meetings and discussions throughout the project's duration.
The Customer agrees to supply all materials, data, and information necessary for the Provider to successfully carry out the Services outlined in the Agreement. This includes, but is not limited to, the following:
Relevant documentation, specifications, and requirements for the project.
Access to Customer systems, platforms, or tools that the Provider may need to complete the work.
Any internal resources, knowledge, or subject matter expertise required by the Provider to effectively deliver the Services.
The Customer agrees to supply these materials and information within a reasonable amount of time and in a format that is appropriate for the Provider to perform the required tasks. Failure to provide such materials in a timely manner may result in delays to the project, and the Customer acknowledges that such delays could affect the delivery timeline and final project deliverables.
The Customer acknowledges that the deliverables provided by the Provider are intended solely for the specific purpose or use as communicated by the Customer at the outset of the project. The Customer agrees that these deliverables shall be used only for the purposes explicitly outlined in the Agreement and the Statement of Work (SOW).
If the Customer intends to use the deliverables for any other purpose, the Customer must first obtain written approval from an Officer of the Provider. Such approval must be granted in writing, and the Provider may impose additional terms or fees for the modified use of the deliverables, regardless of ownership assignment.
The Customer agrees to use the Provider-assigned Dashboard as the primary tool for tracking project progress, communication, and deliverables. The Dashboard will be used for the following purposes:
Monitoring project milestones, timelines, and deliverables.
Submitting feedback and approvals for deliverables.
Communicating directly with the Provider’s project team on updates or issues.
The Customer understands and agrees that failure to comply with using the Dashboard may lead to delays or miscommunication, and could result in decisions or outcomes that the Client may later be dissatisfied with.
If the Customer does not comply with the use of the Dashboard, the Customer forfeits its right to object to:
The final deliverables provided by the Provider.
The total hours worked by the project team, as documented in the Dashboard.
The Customer acknowledges that using the Dashboard ensures accurate record-keeping, clear communication, and effective project management. The Provider is not responsible for any misunderstandings, disputes, or delays arising from the Client's failure to use the assigned Dashboard.
The Customer shall make timely decisions and provide approvals as needed throughout the course of the project. This includes approval of project milestones, deliverables, and any changes to the scope of work. The Customer agrees to respond to requests for approvals, feedback, or information within five (5) days, unless otherwise agreed upon.
Delays in providing approvals or feedback could impact the project timeline, and the Customer acknowledges that such delays may result in an adjustment to the overall schedule and additional costs.
The Customer agrees to ensure that any necessary personnel, stakeholders, or resources are available to collaborate with the Provider's team. This includes providing access to internal subject matter experts, decision-makers, and technical resources required for project discussions, meetings, or work sessions.
The Customer agrees to facilitate access to these resources as required by the project schedule and to ensure that the Provider has the support needed to meet the project’s objectives.
The Customer is responsible for ensuring that all materials, data, and resources provided to the Provider comply with applicable laws, regulations, and industry standards. The Customer shall notify the Provider of any legal or regulatory restrictions that may apply to the project or to the materials being provided for use in the Services.
The Customer agrees to pay for the services rendered by the Provider in accordance with the payment schedule outlined in the Agreement. The Customer understands that failure to make payments on time may result in delays in project execution and may affect the Provider’s ability to deliver services.
During the term of this Agreement and for a period of 12 months following its termination or expiration, the Customer agrees not to, directly or indirectly, solicit, hire, engage, or otherwise attempt to employ or retain any employee, contractor, or subcontractor of the Provider who was involved in the provision of Services under this Agreement, without the prior written consent of the Provider.
This restriction shall not apply if the individual employee, contractor, or subcontractor voluntarily applies for employment with the Customer, provided that the Customer can demonstrate that the individual did not initiate the solicitation or hiring process.
Acknowledgement of Harm
The Customer acknowledges and agrees that any violation of this provision could cause significant harm to the Provider, including but not limited to the loss of valuable employees and disruption to ongoing projects.
Accordingly, the Customer agrees that if it violates this clause, it shall be liable to the Provider for liquidated damages in the amount of the equivalent of 6 months' salary (at 88Consulting, Inc. salary rates), or the costs of hiring and training a replacement employee, which both parties agree is a reasonable estimate of the damage caused by such violation.
In the event of a breach of this Non-Solicitation of Employees clause, the Provider shall be entitled to seek any available legal remedies, including injunctive relief, to prevent further violations and mitigate harm.
These obligations are essential to ensure the smooth progression of the project and the timely delivery of all services and deliverables. The Customer’s timely cooperation in assigning the necessary resources, providing the required materials, and making decisions or approvals will help the Provider meet the project goals within the agreed-upon timeline.
By fulfilling these obligations, the Customer acknowledges the interdependency between the Customer’s actions and the successful execution of the project, and agrees to take the necessary steps to enable the Provider to perform the Services as expected. Furthermore, the Customer understands that the deliverables are for the intended purposes communicated at the outset, and any deviation from such use must be approved in writing by the Provider.
Service Agreement Warranty: Scheduling and Rescheduling
Acknowledgment of Scheduling Commitment
The Customer acknowledges that, upon confirmation of a scheduled service or project timeline, such scheduling prevents the Provider and its employees from scheduling, working on, or completing other work or commitments that may interfere with the Provider’s ability to render its Services or deliver the promised Deliverables.
The Customer understands that the Provider’s personnel and resources are dedicated exclusively to the Customer’s project during the confirmed time period, and the Provider relies on this scheduling commitment to efficiently manage its operations.
Rescheduling by Customer
In the event that the Customer requires rescheduling of any confirmed service dates, meetings, or deliverable deadlines for any reason (excluding an act of God, such as natural disasters, or other force majeure events), the Customer agrees that such rescheduling will be subject to the following terms:
Unreasonable Rescheduling:
Any rescheduling request made by the Customer that requires the rescheduling of any event within less than ten (10) days notice from the originally scheduled date shall be deemed unreasonable.
Compensation for Missed Work:
If the Customer requests to reschedule the Services within a timeframe deemed unreasonable (less than ten (10) days prior to the scheduled date), the Customer agrees to compensate the Provider for the total amount of time required to reschedule the Services.
This compensation shall be based on the average hourly rate of the employees assigned to the project multiplied by the number of Provider employees required to attend the rescheduled services and the number of rescheduled days.
Example: If the Customer’s project requires four (4) Provider employees to conduct meetings over four (4) days, for six (6) hours per day, and the Customer requests to reschedule within an unreasonable timeframe (less than 10 business days prior to the scheduled date), the Customer will compensate the Provider as follows:
Rescheduling Compensation Formula:
((Providers Average Hourly Rate of Employees Assigned (Number of Employees Assigned) (Number of Rescheduled Days) (Number of Hours/ Day)) = Rescheduling Compensation
(($200 average hourly rate) X 4 members of team assigned) X 4 number of days) X 6 number of hours) = $19,200
This compensation covers the total amount of work that had to be rescheduled due to the Customer's request and will be billed on the Client’s next invoice.
Exceptions for Act of God
In cases where rescheduling is required due to an act of God (e.g., natural disasters, extreme weather conditions, or other unforeseeable and uncontrollable events), no compensation will be owed by the Customer for the rescheduling of Services. The Customer and the Provider agree to work together in good faith to reschedule such services without penalty.
Responsibility for Delays
The Customer understands that unreasonable delays or rescheduling may affect the timeline for the completion of the Services and the delivery of the Deliverables. The Customer agrees to bear the financial responsibility for any delays caused by rescheduling, in accordance with the terms outlined above.
Conclusion
This warranty ensures that the Provider is fairly compensated for any disruption caused by the Customer's rescheduling requests, helping both parties maintain clarity and fairness in their business relationship. The Customer agrees to the terms set forth in this warranty, understanding the potential financial implications of rescheduling requests that are deemed unreasonable.
Provider’s Right to Assign Team Members
The Provider retains the right to assign any team member of its choosing to work on the Client's project, provided that such team members meet the required experience level and qualifications necessary to successfully perform the services outlined in the Agreement and in alignment with the Client's Project needs.
The Provider is responsible for ensuring that all assigned team members have the expertise and experience to deliver the Services at the expected standard.
Client’s Right to Request Change of Team Member
If the Client is dissatisfied with the performance of any assigned team member, the Client may request the reassignment of that team member.
Such a request must be submitted in writing and must clearly identify the specific areas of performance where the team member’s work does not meet the agreed-upon standards or expectations.
The Client's written notice must include a detailed explanation of the performance issues, outlining examples, and the specific concerns or deficiencies in the team member’s work.
Performance Issues:
These may include, but are not limited to, issues such as failure to meet deadlines, failure to meet quality standards, lack of required expertise, or failure to engage with the Client or the Client's team in a timely manner (timely manner is defined as, responding within six (6) business hours to complex challenges, two (2) business hours to all other Client requests, and within eight (8) business hours for requests made outside of the Providers normal business hours).
Restrictions on Requests for Team Member Changes
The Client agrees that they may only request the reassignment of a team member for performance-related reasons as outlined in section 2.
The Client may not request a new team member based on personal preferences, unrelated performance issues, or other non-performance related factors. Any requests for reassignment that do not specify performance deficiencies or fail to demonstrate a legitimate cause for reassignment will not be honored.
Acknowledgment of Potential Delays
The Client acknowledges and agrees that if the Provider honors a request to reassign a team member, there may be an impact on the project delivery timeline.
The onboarding of a new team member, including the time required for knowledge transfer, familiarization with the project, and integration into the project workflow, may result in delays to the project’s timeline.
The Client understands that these delays are a necessary part of the reassignment process and agrees to accommodate such delays as part of the reassignment.
Provider’s Response to Change Requests
Upon receipt of the Client’s formal notice regarding a performance issue, the Provider will review the concerns raised and determine the appropriate course of action.
The Provider will make reasonable efforts to address the Client’s concerns and, if necessary, reassign the team member in question or make other appropriate adjustments to the team.
The Provider may, at its discretion, assign a replacement team member who meets the required experience level for the project.
Conclusion
This warranty ensures that the Client has the right to request a change in team members if performance issues arise, while also acknowledging that such requests may cause delays due to the onboarding of a new team member.
Both parties agree to work in good faith to resolve any performance-related concerns efficiently and professionally, while understanding that any reassignment may affect the project timeline.
Changes to Standard Terms
Provider and Customer have not changed the Standard Terms except for the details on the Cover Page above. By signing this Cover Page, each party agrees to enter into this Agreement as of the Effective Date.
PROVIDER: 88Consulting, Inc.
CUSTOMER: Contact Who Completes the Order Form Listed on euiex.com, their completion of the order form and payment represents their digital signature and agreement to the terms listed within this agreement.
Notice Address
Use email or postal address
1111B S Governors Ave, STE 7666
Dover, Delaware 19904
United States of America
Services
Providing Services. Customer or its Affiliates may enter SOWs or engage with Provider for predetermined Services. Provider will perform the Services as detailed in an applicable SOW or online order form. Each SOW or Order Form together with the Key Terms and Standard Terms will constitute a separate agreement. Provider will comply with Customer Policies, if any. If a Customer Affiliate enters an SOW or completes a digital Order Form for Providers services or with Provider, references to Customer in the SOW or on the Order Form, Key Terms, or Standard Terms will mean that Affiliate for that agreement.
Cooperation. Customer will reasonably cooperate with Provider to allow the performance of Services. Provider is not responsible for an inability to perform the Services caused by Customer's failure to cooperate as reasonably requested. Provider will provide its own equipment and tools to perform the Services.
Change Orders.
Provider or Customer may amend any SOW by entering a Change Order.
If a party requests a Change Order, the other party will review and consider the proposed changes in good faith and respond to the Change Order request within a reasonable timeframe.
However, a Change Order will not be binding until Provider and Customer agree in writing, or by email, on the Change Order.
Acceptance. If according to the SOW Deliverables are subject to this section, Customer will be deemed to have approved a Deliverable if Customer does not reject the Deliverable within the Rejection Period. If Customer rejects a Deliverable, Customer must notify Provider in writing with reasonable detail about why the Deliverable did not meet the requirements in the SOW. Provider will correct the issue and resubmit the Deliverable within the Resubmission Period.
Subcontractors. Provider may use Subcontractors to perform the Services only with Customer’s prior permission. However, Provider may use its Affiliates to perform Services without Customer's prior permission. If Provider uses Subcontractors to perform Services, Provider is responsible for (a) all acts and omissions of its Subcontractors, (b) ensuring its Subcontractors’ compliance with this Agreement and the applicable SOW, and (c) making all payments owed to its Subcontractors for their portion of the Services.
Customer Obligations. Customer will comply with Customer Obligations, if any.
Intellectual Property
Deliverables. Except for Pre-Existing Materials and Third-Party Materials, Provider assigns all right, title, and interest in the Deliverables (if any) to Customer at the Time of Assignment.
Upon the Time of Assignment, Provider will assert no rights over such Deliverables.
Customer Materials. Provider may copy, display, modify, and use Customer Materials only as needed to provide the Services. Customer is responsible for the accuracy and content of Customer Materials.
Pre-Existing Materials. To the extent Provider incorporates Pre-Existing Materials into Deliverables, Provider grants Customer a non-exclusive, non-transferrable, perpetual, irrevocable, worldwide license to use Pre-Existing Materials only as necessary to use the Deliverables according to this Agreement.
Third-Party Materials.
Provider may incorporate Third-Party Materials into Deliverables only if allowed in the SOW and as authorized by Customer in writing (including by email).
Provider is responsible for obtaining all rights, licenses, consents, approvals, and authorizations necessary to use and incorporate the Third-Party Materials procured by Provider and incorporated into the Deliverables. This includes securing the ability to grant Customer rights in the Deliverables under this Agreement and ensuring that Customer has all rights necessary in these Provider-procured Third-Party Materials so that Customer may use Deliverables according to this Agreement.
Customer is responsible for obtaining all rights, licenses, consents, approvals, and authorizations necessary to use and incorporate the Third-Party Materials procured by Customer and incorporated into the Deliverables. This includes securing the ability to grant Provider rights in the Customer-procured Third-Party Materials so Provider can incorporate these Third-Party Materials into Deliverables. Provider will reasonably assist Customer in obtaining the necessary rights, licenses, consents, approvals, and authorizations for the Third-Party Materials that Provider recommends but that Customer procures.
Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback “AS IS”. Customer assigns all right, title, and interest in the Feedback to Provider. Customer will assert no rights over Feedback. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, and enhance Provider’s products and services without restriction or obligation. However, Provider may only share Usage Data with others if the Usage Data is aggregated and does not identify Customer.
Reservation of Rights. Except for (a) Customer's ownership of Deliverables (if any) under Section 2.1 (Deliverables); (b) Provider's rights to use Customer Materials in Section 2.2 (Customer Materials); and (c) Customer's rights to Pre-Existing Materials in Section 2.3 (Pre-Existing Materials), neither party transfers any rights in any of their products, data, or any other intellectual property.
Privacy & Security
Personal Data. If the parties have a Data Processing Agreement (“DPA”), each party will comply with its obligations in the DPA, the terms of the DPA will control each party’s rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with this Agreement.
Security. Provider will comply with the Security Policy, if any.
Payment & Taxes
Fees and Invoices.
Unless the currency is specified in the SOW, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights, Fees are non-refundable.
Provider will send invoices for Fees as described in the SOW.
Payment. Customer will pay Provider the Fees and taxes in each invoice in U.S. Dollars, unless the SOW specifies a different currency, within the Payment Period.
If Customer does not pay undisputed fees within the Payment Period, Customer will pay interest on the overdue amounts at the rate of 1.5% per month or the maximum rate permitted by Applicable Laws, whichever is more.
In addition, Customer will reimburse Provider for all costs of collection (including attorneys' fees).
Taxes. Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice.
However, Customer is not responsible for Provider’s income taxes.
Payment Dispute. If Customer has a good-faith disagreement about the amounts charged on an invoice, Customer must notify Provider about the dispute during the Payment Period for the invoice and must pay all undisputed amounts on time.
The parties will work together to resolve the dispute within 10 days after the end of the Payment Period. If no resolution is agreed, each party may pursue any remedies available under the Agreement, the applicable SOW, or Applicable Laws.
Term & Termination
Term. This Agreement will start on the Effective Date and continue until 12 months have elapsed since the end of the latest SOW Term end date.
Termination.
Either party may terminate this Agreement or an SOW immediately if the other party (i) fails to cure a material breach of the Agreement or SOW within 30 days after receiving notice of the breach; (ii) materially breaches the Agreement or SOW in a manner that cannot be cured; (iii) dissolves or stops conducting business without a successor; (iv) makes an assignment for the benefit of creditors; or (v) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.
Either party may terminate an affected SOW immediately if a Force Majeure Event prevents Provider from providing the Services for 30 or more consecutive days.
Either party may terminate this Agreement for any or no reason if there are no active SOWs.
A party must notify the other of its reason for termination.
Effect of Termination. Upon any expiration or termination:
Termination of the Agreement pursuant to Section 5.2(a) or the Key Terms will automatically terminate all SOWs.
Provider will no longer be required to provide the Services.
Each Recipient will return or destroy Discloser’s Confidential Information in its possession or control.
Except where Customer terminates pursuant to Section 5.2(a), Provider will submit a final invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 4 (Payment & Taxes).
Except where Provider terminates pursuant to Section 5.2(a), Provider will issue a refund for any unearned, prepaid Fees.
Survival.
The following sections will survive expiration or termination of the Agreement: Section 2.1 (Deliverables), Section 2.3 (Pre-Existing Materials), Section 2.5 (Feedback and Usage Data), Section 2.6 (Reservation of Rights), Section 4 (Payment & Taxes) for fees accrued or payable before expiration or termination, Section 5.3 (Effect of Termination), Section 5.4 (Survival), Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Insurance) for the time period specified, Section 11 (Confidentiality), Section 12 (General Terms), Section 13 (Definitions), and the portions of a Cover Page referenced by these sections.
Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 11 (Confidentiality) will continue to apply to retained Confidential Information.
Representations & Warranties
Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement; and (d) it will comply with the Additional Warranties.
From Customer.
Customer represents and warrants to Provider that (a) Provider's use of Customer Materials and Customer-procured Third-Party Materials under this Agreement does not and will not infringe or misappropriate anyone else's copyright, trademark, trade secret, or right of publicity; and (b) it has all rights necessary to provide Customer Materials and Customer-procured Third-Party Materials under Section 2.
From Provider.
Provider represents and warrants to Customer that: (a) it will perform the Services in a timely, competent, and professional manner; (b) the Deliverables (if any, however excluding Customer Materials and Customer-procured Third-Party Materials) do not and will not infringe or misappropriate anyone else’s copyright, trademark, trade secret, or right of publicity; (c) the Deliverables (if any) will conform to the requirements in the SOW; and (d) it has all rights necessary to perform the Services and convey the Deliverables (if any, however excluding Customer Materials and Customer-procured Third-Party Materials) under Section 2 (Intellectual Property).
Warranty Remedy.
If Provider breaches the warranty in Section 6.3(c), Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Provider will reperform the Services. If Provider cannot resolve the issue, Customer may terminate the affected SOW and Provider will pay to Customer a prorated refund of prepaid Fees for the remainder of the SOW Term. Provider’s reperformance obligations and Customer’s termination right are Customer’s only remedies if Provider does not meet the warranty in Section 6.3(c).
Disclaimer of Warranties
Except for the warranties in Section 6 (Representations & Warranties), Provider and Customer each disclaim all other warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.
Limitation of Liability
Liability Caps. If there are Increased Claims, each party’s total cumulative liability for the Increased Claims arising out of or relating to this Agreement will not be more than the Increased Cap Amount. Each party’s total cumulative liability for all other claims arising out of or relating to this Agreement will not be more than the General Cap Amount.
Damages Waiver. Each party’s liability for any claim or liability arising out of or relating to this Agreement will be limited to the fullest extent permitted by Applicable Laws. Under no circumstances will either party be liable to the other for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.
Exceptions. The liability caps in Section 8.1 do not apply to any Unlimited Claims. The damages waiver in Section 8.2 does not apply to any Increased Claims or a breach of Section 11 (Confidentiality).
Indemnification
Protection by Provider.
Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Provider Covered Claim.
Protection by Customer.
Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Customer Covered Claim.
Procedure. The Indemnifying Party’s obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.
Exclusive Remedy. This Section 9 (Indemnification) describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a Covered Claim.
Insurance
During the term of the Agreement and for six months after, each party will carry commercial insurance policies with coverage limits that meet the relevant Insurance Minimums required in the SOW, if any. Upon request, each party will give the other a certificate of insurance evidencing its insurance policies that meet the required Insurance Minimums. A party's insurance policies will not be considered as evidence of its liability. Insurance coverage will be on a date of occurrence form and waive rights of subrogation or crossclaim.
Confidentiality
Non-Use and Non-Disclosure. Unless otherwise authorized in the Agreement, Recipient will (a) only use Discloser’s Confidential Information to fulfill its obligations or exercise its rights under this Agreement; and (b) not disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.
Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser’s Confidential Information.
Required Disclosures. Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides the Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at the Discloser’s expense, with the Discloser’s efforts to obtain confidential treatment for the Confidential Information.
Permitted Disclosures. Recipient may disclose Discloser’s Confidential Information to employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 11 and Recipient remains responsible for everyone’s compliance with the terms of this Section 11.
General Terms
Entire Agreement.
This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes.
Modifications, Severability, and Waiver. Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. However, this does not limit Provider's or Customer's ability to update an SOW by following the Change Order procedures. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.
Governing Law and Chosen Courts.
The Governing Law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement or an SOW in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.
Injunctive Relief. Despite Section 12.3 (Governing Law and Chosen Courts), a breach of Section 11 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate.
As a result, upon the actual or threatened breach of Section 11 (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
Non-Exhaustive Remedies.
Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.
Assignment. Neither party may assign any rights or obligations under this Agreement or any SOW without the prior written consent of the other party.
However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates.
Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
Publicity. Provider may identify Customer and use Customer’s logo and trademarks on Provider’s website and in marketing materials to identify Customer as a customer.
Customer hereby grants Provider a non-exclusive, royalty-free license to do so in connection with any marketing, promotion, or advertising of Provider during and after the Agreement.
Notices.
Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address.
Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.
Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement.
Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer’s obligations to pay Fees.
Export Controls. Customer may not remove or export from the United States or allow the export or re-export of the Service, Deliverables, or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
Anti-Bribery. Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
Titles and Interpretation. Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation.
Signature.
This Agreement may be signed in counterparts, including by electronic copies or acceptance mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.
Definitions
“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
“Agreement” means these Standard Terms, the Key Terms between Provider and Customer, and the policies and documents referenced in or attached to the Key Terms.
“Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority.
"Change Order" means a document that identifies the SOW being changed, describes what the parties are changing, and is approved by an authorized representative of each party.
“Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement and the information on each Cover Page.
“Cover Page” means a document that is signed or electronically accepted by the parties that incorporates these Standard Terms, identifies Provider and Customer, and may include a SOW, Key Terms, or both.
“Covered Claim” means either a Provider Covered Claim or Customer Covered Claim.
"Customer Materials" means data, information, or materials owned or provided by or on behalf of Customer for use with the Services, but excludes Feedback and Customer-procured Third-Party Materials.
“Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
“Feedback” means suggestions, feedback, or comments about the Services or related offerings.
“Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disaster like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
“Indemnifying Party” means a party to this Agreement when the party is providing protection for a particular Covered Claim.
"Key Terms” means a Cover Page that includes the key legal details and definitions for this Agreement that are not defined in the SOW or Standard Terms. The Key Terms may include details about Covered Claims, set the Governing Law, or contain other legal details about this Agreement.
"Pre-Existing Materials" means any information, tools, materials, or intellectual property that Provider developed or owned before the Effective Date or developed after the Effective Date that are independent from or outside the scope of the Agreement, and any derivatives of these items that are not unique to Customer or that have generally applicable use and do not incorporate or disclose any Customer Confidential Information.
“Protected Party” means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.
“Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.
“Services” means the services described in a SOW, including the creation of Deliverables (if any).
"SOW" means a Cover Page that includes the key business details and definitions for this Agreement that are not defined in the Key Terms or Standard Terms. A SOW may include details about the Deliverables, Fees, or other details about the Services.
“Subcontractors” means other people or companies engaged by Provider to perform some of the Services, including Provider's Affiliates.
"Third-Party Materials" means any information, tools, materials, or intellectual property owned by anyone other than Provider, its Affiliates, or Customer.
“Usage Data” means data and information about the provision, use, and performance of the Services based on Customer’s use of the Services.
A catalyst for technology, ideas, and connection forging and integrating innovation & transformative processes at startups - fortune 50 Companies.
