Terms and conditions
TERMS AND CONDITION
The Client shall supply all necessary equipment, tools, materials, and any supplies which needed to perform the required services.
If Agents@Work provides any equipment, tools or any materials, it will be used exclusively for the Client’s related projects and it will be returned at the conclusion of the work. No subcontractors or consultants shall be engaged to carry out any part of the services without prior written permission of the Client. The Client shall have the right at any time to request the immediate replacement of Agents@Work personnel.
Termination for Convenience
The Client may terminate the agreement or any statement of work without cause by giving 15 days notice to Agents@Work in writing. In such case, the Client’s only obligation shall be to pay Agents@Work for the services performed up to the date of termination, at the rate provided, for time and material-type statements of work, under the applicable statements of work.
The Client shall be obligated to pay for all completed deliverables plus any work-in-progress up to the date of termination. Upon termination, Agents@Work will assemble and turn over in an orderly fashion to authorized representatives of the Client’s all documents, write-ups, notes, computer programs, and other material related to the services.
- The parties shall make a good-faith effort to amicably settle by mutual agreement any dispute that may arise between them under the contract. The foregoing requirement will not preclude either party from seeking injunctive relief as it deems necessary to protect its own interests. The contract will be construed and enforced in accordance with the laws of the respective client’s State, excluding its choice of law rules.
- The parties recognize the uncertainty of the law with respect to certain provisions of this contract and expressly stipulate that this contract will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of the contract are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from the contract or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this contract will be unaffected.
- This document and all attached or incorporated documents contains the entire agreement between the parties and supersedes any previous understanding, commitments or agreements, oral or written. Further, the contract may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by the Client.
- Agents@Work will not use any third party pre‐existing intellectual property in connection with the contract unless it has the right to use it for either party’s benefit.
- The client will not incorporate any materials from a third party, including open source or freeware, into any deliverable unless (i) The Client clearly identifies the specific elements of the deliverable to contain third-party materials, (ii) Agents@Work identifies the corresponding third-party licenses and any restrictions on use thereof, and (iii) approval is given by the Client in writing. Agents@Work represents warrants and covenants compliance and shall continue to comply with all third-party licenses (including all open source licenses) associated with any software components that will be included in the deliverables or any other materials supplied under this services contract.
- Subject to Agents@Work and third-party rights in pre‐existing intellectual property, all deliverables, despite status are the property of the Client. Agents@Work agrees that the Client will own all patents, inventor’s certificates, utility models or other rights, copyrights or trade secrets covering the deliverables and will have full rights to use the deliverables without claim for additional compensation and without challenge, opposition or interference by Agents@Work and will cause each of its personnel to, waive their respective moral rights therein. Agents@Work will sign any necessary documents and will otherwise assist the Client in securing, maintaining and defending copyrights or other rights to protect the deliverables in any country.
- Except for the limited license to use materials provided by the Customer as may be necessary in order for Agents@Work to perform services under this contract, Agents@Work is granted no right, title, or interest in any Customer Intellectual property.
- For purposes of this contract, “Confidential Information” shall mean information or material proprietary to a Client obtains knowledge or access, through or as a result of this contact information that is or becomes publicly known without restriction and without breach of this contract or that is generally employed by generic information or knowledge which the receiving party would have learned in the course of similar employment or work elsewhere in the trade; b) information the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; c) information the receiving party rightfully knew prior to receiving such information from the disclosing party to the extent such knowledge was not subject to restrictions on further disclosure; or (d) information the receiving party develops independently of any information originating from the disclosing party.
- The following constitute confidential information of the Customer and should not be disclosed to third parties: the deliverables, discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, source files and documentation, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, Customer names and other information related to Customers, price lists, pricing policies and financial information, this contract and the existence of this contract, and any work assignments authorized or issued under the contract. Agents@Work will not use the Client’s likeness or logo without their prior written consent, to include use or reference to Customer’s identity, directly or indirectly, in conjunction with any other clients or potential clients, any client lists, advertisements, news releases or releases to any professional or trade publications.
- The parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the disclosing party, the receiving party shall not use, commercialize or disclose confidential information to any person or entity. Upon termination, or at any time upon the request of the disclosing party, the receiving party shall return to the disclosing party all confidential information, including all notes, data, reference materials, sketches, drawings, memorandums, documentation, and records which in any way incorporate confidential information.
Agents@Work warrants that:
- The services and deliverables are original and do not infringe upon any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights.
- Agents@Work will perform the Services hereunder in a professional and workmanlike manner.
- The deliverable provided to the client is new, of acceptable quality free from defects in material and workmanship and will meet the requirements and conform with any specifications agreed between the parties.
- Agents@Work has all the necessary permits and is authorized to do business in all jurisdictions where services are to be performed.
- Agents@Work will comply with all applicable federal and other jurisdictional laws in performing the services.
- Agents@Work has all rights to enter into the contract and there are no impediments to the ability of execution of the contract.