This Services Agreement (the “Agreement”) sets forth terms related to the Consulting Services to be delivered by Computomic Software and Consulting LLC ("Company"). This Services Agreement and any accompanying or future order you enter into with Computomic Software and Consulting LLC, comprise the Agreement.

 1. Services. Company shall provide consulting services for purposes of application development (“Services”) to the Client as described on one or more Statements of Work signed by Company and Client that reference this Agreement (“SOW” or “Statement of Work”). Company shall perform Services in a prompt manner and have the final product (or any agreed upon portion thereof) or service (“Deliverable”) ready for Client no later than the due date specified in the applicable SOW (“Completion Date”). This due date is subject to change in accordance with the Change Order process defined in the applicable SOW. Client shall assist Company by promptly providing all information requests known or available and relevant to the Services in a timely manner.

2. Contract Price. For performance of the Services and rendering the Deliverable, Client shall pay to Company all fees due under the applicable SOW.

3. Dates of Performance. Company will begin performing services upon receipt of signed Agreement. Unless terminated as provided in this Agreement, Company will complete Services by the Completion Date.

4. Change in Services. If Client desires changes to the SOW, Client shall submit to Company a written request in accordance with the change order process defined in the applicable SOW. The parties may execute additional Statements of Work describing Services, which will become part of this Agreement upon execution by Company and the Client. If additional SOW are executed, then Client shall pay Company for all services performed prior to the additional SOW before Company begins work on the new SOW.

5. Term & Termination. The term of this Agreement shall commence on the Effective Date and last until the date one year from the Effective Date (the “Initial Term”), thereafter the term shall automatically renew for additional one year periods (each, a “Renewal Period”) unless either party hereto provides advance written notice (at least thirty (30) days in advance of the end of the applicable Initial Term or Renewal Term, as the case may be) of such party’s intention to not renew.  In addition, either party hereto shall have the right to terminate early by providing at least sixty (60) days’ advance written notice to the other party hereto. Any amount due for services performed by Company through the effective termination date will be billed to Client and Client shall promptly pay. Upon termination, Company shall provide to Client all of Client’s materials hereunder including any and all Deliverables (whether complete or portions thereof as the case may be) and all Client Confidential Information, all of which shall be returned to Client and all Client use rights in the work in process as described in Section 8 will be transferred to Client.

6. Payment of Services. In exchange for Company’s Services under this Agreement, the Client shall pay Company the contract price set forth above. Company will submit a final invoice to Client for all services rendered by the Services Completion Date and Client shall promptly pay. Client shall pay travel and other expenses incurred by Company in performing the Services, subject to prior written approval by Client. Payment terms are 30 days Net

7. Representations and Warranties.

7.1 Company’s Representation: Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.

7.2 Client’s Representation: Client represents that any materials provided to Company by Client for incorporation into the Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.

7.3 Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Intellectual Property; Ownership of Deliverables.

Client shall own all right, title and interest (including patent rights, copyright rights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other rights of any sort throughout the world) relating to any and all work product (including any Deliverables hereunder), inventions (whether or not patentable), works of authorship, software code, data, applications, mask works, designations, designs, know‑how, ideas and information made or conceived or reduced to practice, in whole or in part, by Company in connection with the Services (or any other services hereunder) or in connection with any of Client’s Confidential Information (as defined below) including any and all derivative works thereto (collectively, “Inventions”) and Company will promptly disclose and provide all Inventions to Client. All Inventions are “works made for hire” under the Copyright Act of 1976 and to the extent allowed by law. In addition, if any Invention does not qualify as a work made for hire, Company hereby makes all assignments necessary to accomplish the foregoing ownership. Company shall further assist Client to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. Company hereby irrevocably designates and appoints Client and its agents as attorneys‑in‑fact to act for and in Company’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Company.

9. Indemnification. Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claim by a third party claimant against Company that any elements or materials provided by Client to Company (“Client Provided IP”) to be incorporated into the Deliverable infringe the intellectual property of such third party claimant. Additionally, Company will defend, indemnify and hold Client harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to (i) any claims that the Deliverable developed by Company (or elements / portions thereof, other than Client Provided IP (as defined above) infringe the intellectual property of any third party or (ii) any material breach or omission by Company hereunder.

10. Confidentiality Company and Client understand and agree that in connection with the negotiation and performance of this Agreement, each party may have had or have access to or may have been or be exposed to, directly or indirectly, private or confidential information of the other party, including, but not limited to, trade secrets, computer programs and code, scripts, algorithms, features and modes of operation, inventions (whether or not patentable), techniques, processes, methodologies, schematics, testing procedures, software design and architecture, design and function specifications, analysis and performance information, news related or other curated information, documentation, details of its products and services, as well as names and expertise of, and information relating to, vendors, employees, consultants, customers and prospects, know-how, ideas, and technical, business, pricing information, financial and marketing information and strategies and any other information that the receiving party reasonably should know is confidential (“Confidential Information”). Each party (on its behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to hold and treat all Confidential Information of the other party in confidence and will protect the Confidential Information with the same degree of care as each party uses to protect its own Confidential Information of like nature. The Confidential Information will not, without the prior written consent of the other party, be disclosed to any third party except that the receiving party may disclose the Confidential Information or portions thereof to (a) its directors, officers, employees, agents and representatives on a need-to-know basis or (b) as may be required by law, applicable regulation or judicial process, provided, however, that if the receiving party is required to disclose such Confidential Information under this clause 10, the receiving party shall promptly notify the disclosing party of such pending disclosure and consult with the disclosing party prior to such disclosure as to the availability and advisability of seeking a protective order or other means of preserving the confidentiality of the Confidential Information. Notwithstanding anything contained herein to the contrary, Confidential Information does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving party or its representative); (ii) is available to the receiving party on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving party without violating its obligations under this Agreement or under any applicable law. This Section shall supersede any previous agreement relating to confidential treatment and/or non-disclosure of Confidential Information; provided, however, that any information disclosed pursuant to that earlier agreement shall be deemed to be Confidential Information and protected under the terms of this Agreement as if this Agreement had been in place at the time of such disclosure.

11. Compliance with Laws. Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection.

12. General. Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void. Any notice or consent under this Agreement will be in writing to the address specified below. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Both parties agree that the Agreement is signed by a duly authorized company representative authorized to bind the company to its terms and services and no consent from any third party is required.

13. Non-Solicitation. Company and Client will not hire, solicit, or divert employees or contractors directly or indirectly for the period of 1 year from the Effective Date or termination of the Agreement, whichever is later.

14. Choice of Law. This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of the State of New York and the United States without regard to conflicts of law’s provisions thereof. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal or state court in New York, NY, and each party irrevocably submits to the jurisdiction and venue of such courts.

15. Remedies. Each party hereto reserves all remedies available at law or equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, each party hereto agrees to pay all attorneys’ fees if the federal or state court renders judgment substantially in the opposing party’s favor.

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Last Updated June 08. For earlier versions, please send a request to legal@computomic.com (with “MSA Request” in the subject).