Terms and Conditions
WORKING WITH AIMONKEY
Welcome to aiMonkey LLC! We are thrilled to have the opportunity to collaborate with you. Below, you will find the set of rules and guidelines that govern our working relationship with all of aiMonkey’s clients. These terms and conditions are designed to ensure a clear, effective, and mutually beneficial partnership. By choosing to work with aiMonkey, you agree to adhere to these standards, which outline our expectations, responsibilities, and the framework within which we aim to deliver our innovative solutions. Our commitment to excellence and innovation is matched by our dedication to the ethical and professional conduct of our business. Let’s embark on this journey together, fostering growth and achieving remarkable results.
Article 1
PURPOSE AND SCOPE
This Agreement outlines the terms under which the Developer commits to deliver specific services (“Services”) to the Client, focusing primarily on software development tasks. For the purpose of this agreement, the term “Developer” shall refer to aiMonkey LLC. The Developer is engaged on a unique and exclusive basis, strictly for the purpose of rendering the aforementioned Services.
It is essential to clarify that this Agreement does not establish either party as the agent, employee, or legal representative of the other. Beyond the explicit provisions of this document, neither party possesses authority over the other’s activities or operations. The relationship between the parties under this Agreement is consistently that of independent contractors, ensuring autonomy and independence in their respective operations.
It is essential to clarify that this Agreement does not establish either party as the agent, employee, or legal representative of the other. Beyond the explicit provisions of this document, neither party possesses authority over the other’s activities or operations. The relationship between the parties under this Agreement is consistently that of independent contractors, ensuring autonomy and independence in their respective operations.
Article 2
SERVICES AND RESPONSIBILITIES
The Client engages the Developer, and the Developer hereby accepts such engagement, to provide specific services as outlined in the document titled “Service Agreement” which will be delivered via email in response to the Request For Proposal (RFP) solicitation found on our website at www.aimonkey.io/request-for-proposal/.
Objective
The core objective is to develop software in strict accordance with the specifications and requirements detailed in the “Service Agreement”.
Engagement
By this agreement, the Client appoints the Developer for the provision of services as meticulously described in the aforementioned proposal, which is attached to and forms an integral part of this Agreement. The development will be treated as a “work made for hire,” signifying that all resultant software developed will be the sole property of the Client upon completion and payment.
Service Execution
The Developer commits to executing the Services with the highest degree of professionalism and skill, as detailed in the “Service Agreement”. This commitment includes mobilizing a dedicated team of professionals tailored to meet the specific requirements of the project.
While the Developer pledges to employ its best efforts to perform the tasks as outlined in the Service Agreement, it is acknowledged that certain unforeseeable challenges and complications may arise during the development process. In such instances, the Developer does not assume liability for any impediments or consequences that could not be predicted or avoided despite exercising the appropriate level of skill and care. This stance is adopted to ensure a fair balance of responsibility, acknowledging the inherent uncertainties in complex software development projects.
While the Developer pledges to employ its best efforts to perform the tasks as outlined in the Service Agreement, it is acknowledged that certain unforeseeable challenges and complications may arise during the development process. In such instances, the Developer does not assume liability for any impediments or consequences that could not be predicted or avoided despite exercising the appropriate level of skill and care. This stance is adopted to ensure a fair balance of responsibility, acknowledging the inherent uncertainties in complex software development projects.
Independent Contractor Status
The Developer asserts its status as an independent contractor, emphasizing that neither the Developer nor its employees shall be regarded as agents or employees of the Client for taxation or any other purposes. Consequently, Developer personnel are not eligible for any employee benefits from the Client. The Developer assumes full responsibility for the actions of its employees and will manage all compensation, including worker’s compensation insurance.
Authority and Responsibility
The Developer and its employees are not authorized to make commitments, enter into contracts, or otherwise bind the Client in any capacity. The Developer is solely accountable for all aspects of its employees’ compensation and job-related obligations under this Agreement.
By agreeing to these terms, both parties commit to uphold the integrity of their respective roles and responsibilities, ensuring a productive and successful partnership in the development of Software as outlined in the “Service Agreement”.
By agreeing to these terms, both parties commit to uphold the integrity of their respective roles and responsibilities, ensuring a productive and successful partnership in the development of Software as outlined in the “Service Agreement”.
Article 3
OBLIGATIONS
The Developer agrees to fulfill the following obligations
1. We will perform programming services as described in the “Service Agreement”, doing our utmost to meet the Client’s design and functionality specifications.
2.We will put together a skilled team, as outlined in the “Service Agreement “, to deliver the programming services promised, with task assignments managed by us.
3. We commit to investing the necessary effort and resources to fulfill our service obligations by the deadlines and to the quality expected, as specified in the “Service Agreement”.
4. After finishing the software, we will assist the Client with system installation at the desired location and help upload the software files to their chosen hosting service, if required.
5. We will provide the Client with all essential files and codes, ensuring they have complete access to the work product.
6. We agree to update the Client weekly on our progress toward meeting the milestones set out in the “Service Agreement”.
2.We will put together a skilled team, as outlined in the “Service Agreement “, to deliver the programming services promised, with task assignments managed by us.
3. We commit to investing the necessary effort and resources to fulfill our service obligations by the deadlines and to the quality expected, as specified in the “Service Agreement”.
4. After finishing the software, we will assist the Client with system installation at the desired location and help upload the software files to their chosen hosting service, if required.
5. We will provide the Client with all essential files and codes, ensuring they have complete access to the work product.
6. We agree to update the Client weekly on our progress toward meeting the milestones set out in the “Service Agreement”.
In performing these tasks, we will apply our best skills and efforts. However, it is understood that we are not responsible for any unforeseen complications or outcomes.
The Client agrees to undertake the following responsibilities
1. Engage the Developer as the creator of its Software, as elaborated in the document “Service Agreement” attached to this Agreement.
2. Offer all necessary assistance and cooperation to the Developer to ensure the project is completed in a timely and efficient manner. Failure to provide the requisite assistance and cooperation will be considered a material breach of this Agreement by the Client.
3. Supply all required information, grant access to necessary accounts, and provide all content needed for the development of the software. Failure to furnish all necessary information, account accesses, and content will also be regarded as a material breach of this Agreement by the Client.
4. Make payments to the Developer according to the terms specified in the Service Agreement and in the invoices issued by the Developer. Failure to make timely payments as per the invoiced requirements constitutes a breach of this Agreement by the Client. Should payment be delayed beyond 15 days of the due date, the Developer reserves the right to suspend services until the outstanding balance is settled. Additionally, a late fee will be applied to any amounts that remain unpaid 7 days past the invoice due date.
2. Offer all necessary assistance and cooperation to the Developer to ensure the project is completed in a timely and efficient manner. Failure to provide the requisite assistance and cooperation will be considered a material breach of this Agreement by the Client.
3. Supply all required information, grant access to necessary accounts, and provide all content needed for the development of the software. Failure to furnish all necessary information, account accesses, and content will also be regarded as a material breach of this Agreement by the Client.
4. Make payments to the Developer according to the terms specified in the Service Agreement and in the invoices issued by the Developer. Failure to make timely payments as per the invoiced requirements constitutes a breach of this Agreement by the Client. Should payment be delayed beyond 15 days of the due date, the Developer reserves the right to suspend services until the outstanding balance is settled. Additionally, a late fee will be applied to any amounts that remain unpaid 7 days past the invoice due date.
Any material breach of this Agreement by the Client may impede the Developer ability to deliver the contracted services as outlined. In such instances, aiMonkey LLC shall not be held responsible for any failure to fulfill its obligations under this Agreement. This provision ensures that the Developer’s commitment to service delivery is contingent upon the Client’s adherence to the terms and conditions specified herein, highlighting the critical importance of the Client’s compliance for the successful execution of the Agreement.
Article 4
WARRANTIES AND INTELLECTUAL PROPERTY
Warranties
The Developer hereby assures that they are fully equipped with the necessary expertise, knowledge, and experience required to execute the Services detailed in this Agreement. Additionally, the Developer guarantees that all intellectual property generated as a result of these Services will be of original creation and will not violate the intellectual property rights of any third parties.
Plagiarism and Originality
The Developer pledges that all Works delivered will be devoid of plagiarism and will not bear resemblance to any works not authored by the Developer.
Intellectual Property Ownership and Exclusions
Intellectual Property Ownership and Exclusions
Work-Made-For-Hire
The Works created under the terms of this Agreement will be regarded as work-made-for-hire and will be owned by the Client once delivered and accepted.
Specific Assignment
The Developer agrees to transfer to the Client, and its successors or assigns, all ownership, rights, and interests in the Works. This includes any inventions, ideas, designs, concepts, techniques, discoveries, or enhancements made while working under this Agreement, with certain exceptions noted below.
Exclusions
Despite the above, the intellectual property rights to the following will not be transferred to the Client and will remain with the Developer:
•Pre-existing technologies, methodologies, or software components used by the Developer, including but not limited to login systems, databases, and other standard components integral to the Developer’s expertise.
•Any software, code, or technology that is widely available or constitutes general industry knowledge.
•Any software, code, or technology that is widely available or constitutes general industry knowledge.
Portfolio Inclusion
Upon satisfactory delivery and approval of the Services by the Client, Developer is authorized to include the project in its Web Portfolio of Success Cases for promotional purposes.
Article 5
NOTICE OF RELATIONSHIP: WORK MADE FOR HIRE
The Developer entity explicitly acknowledges and consents that any proprietary creations developed under this Agreement will be considered “work made for hire,” thus becoming the exclusive property of the Client, except as otherwise delineated.
Included within this scope are, but not limited to, all outputs resulting from the Developer’s services or envisaged by this Agreement. This encompasses all tangible outcomes and fruits of the services, ongoing projects, records, diagrams, notes, drawings, specifications, schematics, documents, designs, enhancements, inventions, findings, developments, trademarks, confidential formulas, clientele records, databases, software, intermediary software, applications, and any solutions that are originated, developed, or uncovered by the Developer, alone or in partnership with others, throughout the duration of this Agreement in any way connected to the services provided by the Developer.
Included within this scope are, but not limited to, all outputs resulting from the Developer’s services or envisaged by this Agreement. This encompasses all tangible outcomes and fruits of the services, ongoing projects, records, diagrams, notes, drawings, specifications, schematics, documents, designs, enhancements, inventions, findings, developments, trademarks, confidential formulas, clientele records, databases, software, intermediary software, applications, and any solutions that are originated, developed, or uncovered by the Developer, alone or in partnership with others, throughout the duration of this Agreement in any way connected to the services provided by the Developer.
Article 6
DURATION
This Agreement establishes an ongoing working relationship between the Client and the Developer, with payment conditions being subject to periodic evaluation and renewable at the discretion of the Developer. The commencement of this software development agreement is from the date of agreement and it shall persist for the mutually agreed duration or until the Client opts for termination, provided that a thirty (30) days notice is given. The Developer reserves the right to conclude the contract, continuing work up to the extent covered by the most recent payment made.
Article 7
PAYMENT TERMS
Warranties
The Client will receive monthly invoices, reflecting the continuous nature of the services rendered. This recurring invoicing will proceed until such time as the agreement is terminated.
Under this Agreement, an ‘Ongoing Project’ is defined as a work setup in which the Developer delivers continuous services to the Client. The terms of payment and the scope of the project are subject to periodic review and renewal.
Payments are due upon receipt of each invoice. Developer invoices will be detailed and itemized, enabling the Client to verify that charges align with the agreed terms.
Should payment be delayed beyond 15 days of the due date, the Developer reserves the right to suspend services until the outstanding balance is settled. Additionally, a late fee will be applied to any amounts that remain unpaid 7 days past the invoice due date.
In instances where the Client seeks amendments to the Works that exceed the original scope or the agreed number of revisions, the Developer is entitled to full payment for services provided. Any such additional modifications will be billed accordingly, with costs agreed upon once the extent of the changes is discussed and finalized.
We wish to clarify our billing method to ensure transparency and mutual understanding moving forward. Although our initial proposal outlined a project timeline, we operate on an hourly billing system. This means that our charges are based on the actual hours worked by our team.
Under this Agreement, an ‘Ongoing Project’ is defined as a work setup in which the Developer delivers continuous services to the Client. The terms of payment and the scope of the project are subject to periodic review and renewal.
Payments are due upon receipt of each invoice. Developer invoices will be detailed and itemized, enabling the Client to verify that charges align with the agreed terms.
Should payment be delayed beyond 15 days of the due date, the Developer reserves the right to suspend services until the outstanding balance is settled. Additionally, a late fee will be applied to any amounts that remain unpaid 7 days past the invoice due date.
In instances where the Client seeks amendments to the Works that exceed the original scope or the agreed number of revisions, the Developer is entitled to full payment for services provided. Any such additional modifications will be billed accordingly, with costs agreed upon once the extent of the changes is discussed and finalized.
We wish to clarify our billing method to ensure transparency and mutual understanding moving forward. Although our initial proposal outlined a project timeline, we operate on an hourly billing system. This means that our charges are based on the actual hours worked by our team.
Ongoing Project Engagement
“Ongoing” in our context signifies that our team is dedicatedly assigned to your project, ready to adapt to its evolving needs. This dedication ensures that expertise and resources are consistently available for the duration of our engagement. Consequently, billing is tied to the time our team invests in your project, reflecting the actual effort and resources utilized.
Hourly Billing
For each hour our team works on your project, a corresponding charge will be incurred. This approach ensures you are billed only for the time we actively spend on your project, offering transparency and flexibility. It also allows us to accurately reflect the scope of work and effort required at each stage of the project.
Payment for Hours Worked
It’s important to note that our billing will reflect the hours our team has worked. We are committed to providing detailed invoices that itemize the hours spent, allowing you to see the direct correlation between the work done and the charges incurred.
We believe this hourly billing model supports a fair and transparent relationship, allowing us to adapt dynamically to your project’s requirements while ensuring you are charged solely for the value you receive.
Should you have any questions or need further clarification regarding our billing practices, please do not hesitate to reach out.
We believe this hourly billing model supports a fair and transparent relationship, allowing us to adapt dynamically to your project’s requirements while ensuring you are charged solely for the value you receive.
Should you have any questions or need further clarification regarding our billing practices, please do not hesitate to reach out.
Article 8
TIME-AND-MATERIALS ENGAGEMENT MODEL CLAUSE
Agreement Structure
This Agreement is strictly based on a Time-and-Materials (T&M) engagement model. This model is applicable to all projects undertaken by the Developer for the Client under this Agreement. The T&M model signifies that the Client agrees to compensate the Developer for the time spent on the project and for any materials used in the course of development, rather than for achieving specific project milestones or delivering a finalized product by a certain date.
Scope of Application
The Time-and-Materials engagement model applies universally to all services rendered by the Developer, including but not limited to software development, consulting, technical support, and maintenance services. This model governs the entire working relationship between the Developer and the Client and applies to every project, task, or assignment undertaken by the Developer at the request of the Client.
Billing and Payment
The Client shall compensate the Developer on a monthly basis for all hours worked during the previous month, at the hourly rate agreed upon at the commencement of this Agreement. Payments for any materials, subscriptions, or third-party services procured by the Developer for the completion of the project shall be made by the Client upon presentation of the relevant receipts or invoices.
Time Commitment
While the Developer commits to dedicating a specified number of hours to the Client’s projects each month, as agreed upon at the start of the engagement, there is no obligation on the Developer to deliver specific project outcomes, features, functionalities, or bug fixes within the agreed timeframe. The primary deliverable under this Agreement is the Developer’s time and expertise.
Flexibility of Work Scope
The nature of work to be undertaken can evolve over the course of the engagement according to the Client’s priorities and requirements. The Client and the Developer will maintain an open line of communication to adjust the focus of work as needed. Changes in the scope of work will not require amendments to this Agreement, provided that they fall within the general framework of the services the Developer offers.
Deliverables and Outcomes
Under the T&M engagement model, the deliverables consist of the work performed and the time invested by the Developer in the Client’s projects. There is no guarantee of specific outcomes, completions of specific functionalities, or resolutions of specific issues within the timeframe of the Agreement. The Developer commits to applying their expertise and efforts towards achieving the Client’s objectives to the best of their ability.
Acknowledgment of Engagement Model
By signing this Agreement, the Client acknowledges and accepts the Time-and-Materials engagement model as the basis for billing and compensation for all services rendered by the Developer. The Client understands and agrees that this model provides the flexibility to adjust project scopes and priorities as needed and acknowledges the value of the Developer’s time and expertise as the primary deliverable under this Agreement.
Article 9
SCOPE MODIFICATION
Should the need arise for Services not specifically detailed in this Agreement, including any further modifications to the Works as previously mentioned, the Client is required to submit a new Request for Proposal (RFP) for these additional Services via our website. Upon receipt, the Developer will assess the requested work and, if feasible, provide the Client with a new Service Agreement. It is important to note that upon the conclusion of this Agreement or the fulfillment of the Services initially agreed upon, neither the Client nor the Developer is obligated to continue their working relationship.
Article 10
NON-EXCLUSIVE ARRANGEMENT
Both the Client and the Developer recognize and confirm that this Agreement does not create an exclusive partnership between the two parties. The Developer retains the right to engage with and accept work from other clients, independent of any obligations to the Client.
Article 11
CLIENT'S LEGAL OBLIGATIONS
The Client is solely and entirely responsible for fulfilling all legal obligations associated with their business operations. These obligations encompass, but are not limited to, the accuracy, truthfulness, and legal validity of claims made in advertising and graphic materials, as well as the legality of the products offered. The Developer assumes no responsibility for legal, technical, or regulatory compliance related to the Client’s business activities.
Article 12
BREACH OF AGREEMENT
In the event that the Client fails to fulfill any of their obligations under this Agreement, such failure shall be considered a material breach of this Agreement. Obligations of the Client include, but are not limited to, timely payment for services rendered, cooperation with the Developer in all aspects necessary for the completion of the work described herein, and provision of all necessary supplies, information, and access required by the Developer to perform said services.
Upon occurrence of a material breach, the Developer reserves the right to suspend or terminate the provision of services under this Agreement. The Developer shall provide the Client with written notice of the breach and a reasonable period of time, not less than 20 days, to cure the breach. If the Client fails to cure the breach within the specified period, the Developer may, at their sole discretion, terminate this Agreement immediately upon written notice to the Client.
Termination of this Agreement for breach shall not relieve the Client of their obligation to pay any fees owed to the Developer up to the date of termination, including costs incurred or damages suffered by the Developer as a result of the breach.
Upon occurrence of a material breach, the Developer reserves the right to suspend or terminate the provision of services under this Agreement. The Developer shall provide the Client with written notice of the breach and a reasonable period of time, not less than 20 days, to cure the breach. If the Client fails to cure the breach within the specified period, the Developer may, at their sole discretion, terminate this Agreement immediately upon written notice to the Client.
Termination of this Agreement for breach shall not relieve the Client of their obligation to pay any fees owed to the Developer up to the date of termination, including costs incurred or damages suffered by the Developer as a result of the breach.
Article 13
TERMINATION
This Agreement is entered into for an ongoing basis. Either party may terminate this Agreement at any time by providing written notice to the other party. Specifically:
1. Client's Right to Terminate
The Client may terminate this Agreement by giving a “thirty (30) days” written notice to the Developer.
2. Developer's Right to Terminate
The Developer reserves the right to terminate this Agreement at their discretion without the need to provide a specific reason.
3. Automatic Termination
This Agreement will automatically terminate upon the occurrence of any of the following events:
•The death of either the Developer or the Client;
•The inability of the Developer to perform the services due to a sudden and medically documented physical or mental disability;
•The liquidation, dissolution, or discontinuance of the business of either the Client or the Developer in any manner.
•The inability of the Developer to perform the services due to a sudden and medically documented physical or mental disability;
•The liquidation, dissolution, or discontinuance of the business of either the Client or the Developer in any manner.
4. Obligations Upon Termination
Upon termination of this Agreement for any reason, all fees owed to the Developer for services rendered up to the date of termination, along with any reimbursements due, shall be paid in full by the Client.
5. Post-Termination Obligations
Upon the expiration or termination of this Agreement, or at any time upon the Client’s written request, the Developer shall promptly:
•Deliver to the Client all deliverables (whether complete or incomplete) and all hardware, software, tools, equipment, or other materials provided for the Developer’s use by the Client.
•Deliver to the Client all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on the Client’s confidential or proprietary information, as outlined elsewhere in this Agreement.
•Permanently erase all of the Client’s confidential or proprietary information from the Developer’s computer systems.
•Certify in writing to the Client that the Developer has complied with the requirements of this clause, ensuring that all confidential and proprietary information has been properly returned or destroyed as appropriate.
•Deliver to the Client all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on the Client’s confidential or proprietary information, as outlined elsewhere in this Agreement.
•Permanently erase all of the Client’s confidential or proprietary information from the Developer’s computer systems.
•Certify in writing to the Client that the Developer has complied with the requirements of this clause, ensuring that all confidential and proprietary information has been properly returned or destroyed as appropriate.
This clause aims to protect both parties by providing clear guidelines on how the Agreement can be terminated, what happens upon termination, and the post-termination obligations, particularly regarding the handling of confidential information and deliverables.
Article 14
CONFIDENTIALITY AGREEMENT
The Developer acknowledges that in the course of this Agreement, they may be exposed to confidential and/or proprietary information relevant to the Client’s operations. Such information could encompass, but is not limited to, client databases, notes, technical specifications, project details, strategic plans, and technological assets. This information is crucial to the Client’s competitive edge and represents a substantial investment of resources and time.
The Developer recognizes the severe impact that any unauthorized revelation of this information could have on the Client’s business interests. Therefore, the Developer commits to the following:
The Developer recognizes the severe impact that any unauthorized revelation of this information could have on the Client’s business interests. Therefore, the Developer commits to the following:
1. Refrain from sharing any confidential and/or proprietary information with third parties unless expressly permitted by the Client.
2. Avoid copying or replicating the confidential and/or proprietary information without clear instructions from the Client.
3. Ensure that the confidential and/or proprietary information is not disclosed to any third parties without authorization for at least one year post the conclusion of this Agreement.
4. Limit the use of the confidential and/or proprietary information strictly to purposes sanctioned by the Client.
5. Notify the Client immediately upon discovery of any unauthorized disclosure or misuse of the confidential and/or proprietary information.
2. Avoid copying or replicating the confidential and/or proprietary information without clear instructions from the Client.
3. Ensure that the confidential and/or proprietary information is not disclosed to any third parties without authorization for at least one year post the conclusion of this Agreement.
4. Limit the use of the confidential and/or proprietary information strictly to purposes sanctioned by the Client.
5. Notify the Client immediately upon discovery of any unauthorized disclosure or misuse of the confidential and/or proprietary information.
This framework is designed to safeguard the Client’s valuable information, ensuring it remains secure and confidential throughout and beyond the duration of this Agreement.
Article 15
INTELLECTUAL PROPERTY RIGHTS
Ownership of Intellectual Property
The Developer acknowledges that any inventions, trade secrets, confidential and/or proprietary information, and any work product related to the Client’s business or its research and development efforts, conceived or developed during the execution of the Developer’s responsibilities under this Agreement (“the Works”), shall be the sole and exclusive property of the Client.
Exclusions to Intellectual Property Transfer
Despite the above, the following items will not transfer to the Client and will remain the intellectual property of the Developer:
•Any technology, methods, or software components pre-existing the commencement of this Agreement, including but not limited to login systems, chatbots, databases, and other generic components that constitute the Developer’s specialized knowledge.
•Any software, code, or technology that is publicly available or considered standard practice within the industry.
•Any software, code, or technology that is publicly available or considered standard practice within the industry.
Recognition of Client’s Marks
The Developer recognizes and acknowledges the Client’s ownership and rights in all of the Client’s service marks, trademarks, and trade names. The Developer agrees not to partake in any action or conduct that could challenge, contest, or damage the Client’s ownership, rights, or interests in these marks and names.
Restrictions on Registration and Use
The Developer is prohibited from attempting to register, securing, or claiming any rights, titles, or interests in any of the Client’s service marks, trademarks, or trade names, or any marks or names that are substantially similar, whether through advertising or any other means.
Article 16
NON-RECRUITMENT AND PENALTIES FOR UNAUTHORIZED HIRING
Both parties recognize the significant investments made in building and maintaining their respective workforces. To protect these investments, the Client agrees not to directly hire or solicit any employees or contractors of the Developer or its Affiliates during the term of this agreement and for a period of three (3) years following its conclusion. This restriction applies regardless of whether the individual would be engaged as an employee or an independent contractor. Exceptions to this clause are permitted only if:
The Developer recognizes the severe impact that any unauthorized revelation of this information could have on the Client’s business interests. Therefore, the Developer commits to the following:
•The Developer provides explicit written authorization for the hiring or solicitation of the individual, or
•The individual in question has not been associated with the Developer for a minimum of 36 months prior to their potential hiring or solicitation by the Client.
•The individual in question has not been associated with the Developer for a minimum of 36 months prior to their potential hiring or solicitation by the Client.
Penalty for Breach
Should the Client breach this non-recruitment agreement by hiring or soliciting the Developer’s personnel without adhering to the outlined conditions, the Client will be subject to a penalty. This penalty will be equivalent to the hired individual’s annual salary as paid by the Developer, at the time of their departure, multiplied by twenty-four (24). This penalty is imposed to compensate for the loss and disruption caused by the unauthorized hiring or solicitation and is enforceable in addition to any other remedies the Developer may seek under this agreement or applicable law.
This clause is crafted to ensure mutual respect for the integrity and stability of each party’s workforce while providing clear guidelines and repercussions for violations.
This clause is crafted to ensure mutual respect for the integrity and stability of each party’s workforce while providing clear guidelines and repercussions for violations.
Article 17
ENGINEER REPLACEMENT CLAUSE
The Developer reserves the unilateral right, at its sole discretion, to replace any of its engineers or personnel assigned to the Client’s project(s) at any time during the term of this Agreement. This clause is designed to ensure the continuous delivery of services and maintain the quality and efficiency of the work provided to the Client. The Developer commits to ensuring that any replacement engineer or personnel possesses equivalent qualifications and expertise necessary to meet or exceed the service standards and project requirements previously agreed upon with the Client.
Article 18
MUTUAL INDEMNIFICATION
Both Developer and Client agree to defend, indemnify, and hold each other harmless, including their affiliates, officers, directors, employees, agents, successors, and assigns, from all third-party claims, including losses, damages, liabilities, actions, judgments, interest, awards, penalties, fines, costs, or expenses of any kind (including attorney’s fees), arising from any breach of their respective warranties, representations, or obligations under this Agreement. This indemnification will apply only if the claim culminates in a final judgment issued by a court with proper jurisdiction.
Article 19
CONTINUATION OF OBLIGATIONS
Obligations within this Agreement that, by their nature, should continue beyond the termination, cancellation, or expiration of this Agreement will survive and remain in effect after such termination, cancellation, or expiration.
Article 20
COMPLAICNE WITH ANTI-MONEY LAUNDERING AND COUNTER-TERRORIST FINANCING
Each party affirms their compliance with applicable anti-money laundering (AML) and counter-terrorist financing (CTF) laws and regulations. Both parties warrant that the software developed under this agreement is not designed and will not be intentionally used to engage in or facilitate money laundering, terrorist financing, or proliferation financing.
Article 21
FEEDBACK AND DISPUTE RESOLUTION
Positive Engagement and Feedback
The Developer values constructive feedback and strives to deliver services that meet the highest standards of satisfaction. The Client is encouraged to communicate directly with the Developer to express any concerns, issues, or dissatisfaction with the services provided. The Developer commits to addressing and working towards resolving such matters promptly and efficiently, aiming for a positive and satisfactory outcome for both parties.
Dispute Resolution Process
Should any concerns or issues arise during the course of this Agreement, the parties agree to engage in good faith negotiations to resolve such disputes amicably. Before resorting to public forums, including but not limited to social media platforms and internet-based review sites, the Client agrees to notify the Developer of any dissatisfaction and to allow a reasonable period for the Developer to rectify or address the concern.
Mutual Respect for Reputation
Both parties acknowledge the importance of each other’s reputation and agree to refrain from any actions that could cause public disrepute, disrespect, or damage to either party’s professional standing. This includes a mutual commitment to resolve disputes privately and amicably before making any public statements that could be construed as disparaging or defamatory.
Article 22
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of Delaware, including any federal laws applicable. Any disputes or claims arising from or related to this Agreement shall be resolved exclusively through confidential binding arbitration in Delaware, or another mutually agreed-upon location, following the Commercial Arbitration Rules of the American Arbitration Association. Both parties retain the right to enforce an arbitration award in any court of competent jurisdiction.
Article 23
COMMUNICATION AND NOTICES
Notices under this Agreement must be in writing and sent to the parties at their respective addresses. Notices may be delivered via email, personal delivery, nationally recognized overnight courier (prepaid), or certified/registered mail (return receipt requested, postage prepaid). A Notice is only deemed received and effective if (a) delivered to the intended recipient, and (b) sent in accordance with this section.