Terms Of Service

NON-DISCLOSURE AGREEMENT and NON-SOLICITATION AGREEMENT

This AGREEMENT (the “Agreement“) is between you (“you” or “User” or the “Product Owner”) and Indigo Geeks, Inc. ( “Service Provider“) and its affiliates.

The Product Owner and Service Provider are hereinafter collectively referred to as the “Parties” and separately as a “Party”.

In consideration of any disclosure and any negotiations concerning the proposed business relationship, the Parties agree as follows:

Neither Party may without the preliminary written consent of the other Party for whatever reasons disclose to third parties and/or use (except as required to internally evaluate the proposed business relationship on a need to know basis), and/or publish and/or permit the publication of any Proprietary Information (as defined below) that was provided by either Party in relation to the proposed business relationship, or which became known to one of the Parties, or was developed in a lawful way by one of the Parties, during the evaluation of the proposed business relationship.
For the purposes of this Agreement, the term “Proprietary Information” shall include, but is not limited to, the following:
1. information about a Party, its products, its services, its operations, its Product Owners, its prospects, or its vendors not generally known to outsiders and acquired in course of dealings or operations under this Agreement, whether or not marked with an indication of confidential or proprietary nature. It includes, without limitation: (1) terms of this Agreement and the proposed business relationship, except as necessary to inform subsequent counter-parties about restrictive covenants or to provide needed information to an attorney, spouse, tax professional or other advisor, with onward disclosures by any such information recipient to be considered disclosures by the Party itself; (2) business policies, finances, and plans; (3) sales forecasts and targets, market share computations, prospects and other business analyses; (4) sales and other information on product roll-outs; (5) software, marketing tools, or supplies provided; (6) names and contact details of Product Owners, prospects or vendors; (7) past, current or prospective account terms and prices regarding products and services purchased or sold; (8) names and contact details of employees and business contacts; (9) techniques, methods, and strategies for producing, marketing, distributing or selling products and services; (10) information concerning research, development, design or specification; (11) procurement requirements; (12) engineering and manufacturing information; and (13) information received from others under obligations of confidentiality or observance of proprietary rights,
2. all customer identifying data and information relating to third parties that is disclosed by one Party to the other as proprietary or confidential information of such third parties,
3. provisions of any agreements between the Parties, and also on the forms and methods used by the Parties to perform their obligations under any such agreements, on the relationships between the Parties during the discharge of their obligations to each other, and also on the deliverables of each Party under any agreement or other relationship with each other,
4. the manner in which any such information may be combined with other information, or synthesized or used by the Party, and
5. anything either Party learns or discovers as a result of, or exposure to, or analysis of any Proprietary Information.
Proprietary Information shall not include any information that:
1. is in the public domain through no fault of the Party receiving such information,
2. is rightfully known to the Party receiving such information, without restriction, prior to disclosure by the Party disclosing such information,
3. was properly disclosed to IG by a third party who has not breached his/her obligation of confidentiality towards the client for sharing information already known to the public or possibly known to the public., or
4. is independently developed by the Party receiving such information without access to or reliance on such information.
Notwithstanding the foregoing, each Party may disclose such Proprietary Information to (i) its affiliates; (ii) its own and its affiliates’ employees, officers, directors, agents and advisors (including attorneys, accountants, consultants and financial advisors), to whom such disclosure is reasonably necessary in furtherance of the Parties relations; (iii) state authorities or other parties, if a disclosure is required by law, court order or other legal process by the rules of any national securities exchange, provided that such Party shall, to the extent permitted by law, notify the other Party in writing of such required disclosure prior to making such disclosure so that the other Party may seek a protective order or take other appropriate action to minimize the scope and impact of such disclosure, and (iv) people whom the disclosing Party agrees in writing may receive such information.
Each Party shall ensure and hereby certifies that neither it nor its affiliates, employees, affiliates’ employees, its officers, directors, agents and advisors (including attorneys, accountants, consultants and financial advisors) or other individuals, to whom the Proprietary Information has been disclosed under the Clause 4, uses or discloses Proprietary Information other than for the purpose of this Agreement.
The Party receiving Proprietary Information agrees:
1. to use the Proprietary Information only for the purpose set out in this Agreement and for its consideration internally of a business relationship or transaction between the Parties, and its performance in any resulting arrangement, but not for any other purpose,
2. to strictly maintain the Proprietary Information as confidential, and exercise reasonable precautions to prevent any unauthorized access, use or disclosure,
3. not to copy the Proprietary Information without a prior written approval of a disclosing Party and for any purpose other than set out in this Agreement,
4. not to decompile, disassemble or otherwise reverse engineer of any Proprietary Information, or use any similar means to discover its underlying composition, structure, source code or trade secrets, and
5. not to export or re-export any Proprietary Information or product thereof in violation of U.S. or other export control laws or regulations.
The Party receiving Proprietary Information acknowledges the confidential character of the Proprietary Information, therefore undertakes to protect and maintain strictly such information in the same grade of protection as its own Proprietary Information, but in no case any less than reasonable care.
Upon the written request of either Party, the recipient Party shall return to the disclosing Party all documents, passwords, digital keys, materials containing the Confidential Information. Where the Confidential Information is in an electronic format, the recipient Party must delete it in such manner that the information cannot be recovered or retrieved. The recipient Party shall also deliver to the disclosing Party written statements signed by the recipient Party certifying that all materials have been returned or deleted, within five (5) days of receipt of the request.
All Proprietary Information is provided “AS IS”. A disclosing Party will not be liable to the recipient Party for damages arising from any use of the Proprietary Information, from errors, omissions or otherwise. All rights of a disclosing Party in and to its Proprietary Information remain the exclusive property of a disclosing Party. Neither this Agreement, nor any disclosure of Proprietary Information hereunder (a) grants to the recipient Party any right or license under any copyright, patent, mask work, trade secret or other intellectual property right, except solely for the use expressly permitted herein, (b) obligates either Party to disclose or receive any information, perform any work or enter into any agreement, (d) limits either Party from assigning or reassigning its employees in any way or (e) limits either Party from entering into any business relationship with third parties
If either Party decides not to proceed with the proposed business relationship, or if asked by the other Party, such Party will promptly return all Proprietary Information and all copies, extracts and other objects or items in which Proprietary Information may be contained or embodied
A Party will promptly notify the other Party of any unauthorized release, disclosure or use of the Proprietary Information.
Each Party understands that this Agreement does not obligate the other Party to disclose any information or negotiate or enter into any binding agreement or relationship.
The obligations of each Party hereunder with respect to any particular Proprietary Information shall end on the earlier of(i)from the date of this Agreement; or (ii) the moment when such Proprietary Information falls into one of the exceptions stated in Clause 3 above, which can be documented, provided, however, that the obligations hereunder shall survive with respect to, if applicable, customer lists and customer identifying data.
Each Party acknowledges and agrees that due to the unique nature of the Proprietary Information, any breach of this Agreement would cause irreparable harm to the other Party which damages is not an adequate remedy for, and that such other Party shall therefore be entitled to equitable relief in addition to all other remedies available at law.

During the term of this Agreement and until one (1) year after the earlier of:

the termination date of this Agreement or
the last disclosure of the Proprietary Information to the Party receiving such information,

such Party will not encourage or solicit any employee or consultant of the disclosing Party and/or its affiliates to leave such party for any reason and will not employ or otherwise contract any such employee or consultant. For each case of non-compliance with current Clause 10 the observing Party is entitled to a contractual penalty from the breaching Party per each employee or consultant concerned, plus any recruitment costs and other damages incurred in replacing such employee or consultant and any documented expenses and losses as a consequence of the breach.

During the term of this Agreement and until one (1) year after the earlier of:

the termination date of this Agreement or
the last disclosure of the Proprietary Information to the Party receiving such information, such Party will not solicit or attempt to solicit any business from any of the other Party’s or its affiliates’ customers or vendors that such other Party can confirm it has disclosed or introduced to the Party receiving the Proprietary Information and with whom both parties then jointly cooperated with, or with whom such other Party had contractual or other business relations and the Party receiving the Proprietary Information had no previous business relations with. For each case of non-compliance with current Clause 11 the observing Party is entitled to a contractual penalty from the breaching Party.
Each Party represents and warrants to the other Party that it is authorized to disclose any and all Proprietary Information made available to the other Party under this Agreement.

This Agreement is personal to each Party and is non-assignable by it.

This Agreement is governed by the Laws of the State of New York and may be modified or waived only in writing signed by both Parties. The Parties hereby submit to the jurisdiction of the competent courts of County of Queens, State of New York or as nearby as is practicable for the purposes of any suit, action or other proceeding arising out of this Agreement.

If any provision of this Agreement is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect.

By signing below, the Product Owner also agrees that the Service Provider may record telephone/Skype and other voice calls between the Parties for quality assurance and training purposes.

AGREEMENT FOR PROVISION OF SERVICES.

This Agreement for Provision of Services (hereinafter, “Agreement”) is entered into, effective upon signing up below, between Indigo Geeks, Inc. (hereinafter, ‘Indigo Geeks’ or ‘IG’), a legally-recognized organization under the laws of the State of New York and (hereinafter, ‘Client’ or ‘you’), a resident or legally-recognized organization. IG and Client are sometimes referred to in this Agreement singly as a ‘party’ and together as ‘parties.’

Statement of Work. Client’s project-specific tasks, deliverables and obligations shall be set out in a Statement of Work, approved by Client and executed in writing between IG and service providers it assigns. Statement of Work shall identify deliverables, specify compensation, outline payment details, set out schedules and provide information on IG’s employees or other personnel assigned to perform services. Statement of Work shall be incorporated into this Agreement as if set out here. Where terms of this Agreement and a Statement of Work create confusion when read together, this Agreement shall control unless terms in the Statement of Work expressly supersede it.
Compensation and Related Matters.

1. 1. Invoicing. IG shall submit electronic invoices for services rendered.
  2. Payments. Client shall make payment for invoiced services within 15 days from submission. Any late payments will trigger a fee of 1.00% per month on the amount then due, payable from the due date of the invoice to the date payment is actually received by IG. The late penalty fee will be charged by IG from the Client’s credit card and the Client hereby authorizes IG to do so, in case the Client delays the payment for more than 6 month.
  3. Time Logs. Upon client request, IG shall provide detailed time logs for services invoiced.
  4. Working Time, Sick Days and Holidays. IG-assigned service providers shall provide services primarily within their core work hours, but shall take reasonable steps to work outside those hours in order to accommodate Client needs. Client undertakes no obligation to pay for non-working sick days taken by IG service providers. IG employees shall be entitled to holidays as legally recognized in their place of employment but client undertakes no obligation to pay employees for any such holiday. IG shall inform client of pertinent holidays within its awareness so that they can be scheduled into Statement of Work. For holidays as to which IG justifiably lacked awareness as of Statement of Work execution, IG shall inform Client promptly upon becoming aware.
  5. Holidays. The list of holidays as legally recognized in IG employee’s place of residence is accessed via the link www.buildateam.io/national-holidays-by-country. The parties understand and agree that such dates can be annually changed or moved to other dates by a decision of relevant governmental bodies. IG will change such dates accordingly taking into account that IG cannot reduce the number of public holidays or change or transfer the dates of public holidays by its own initiative.
  6. Money Transfers. All money transfers under this Agreement shall be in United States dollars, unless otherwise specified by a Statement of Work. Transfer charges on payments shall be deducted from payable balances. IG shall pay all charges imposed by its bank and intermediary banks.
  7. Payment Disputes, Refunds and Credits. If Client in good faith disputes compensation claimed, it may withhold the disputed amount if it notifies IG of the amount in question and explains in reasonable detail its basis for dispute. Upon resolution of such dispute, Client shall promptly make payment for any withheld amount deemed payable. In the event of refunds or credits to a client, Client may require that IG return fees paid for the relevant services within 30 days after notice or may deduct relevant fee amounts from future payments to IG.
  8. Taxes. Client shall report to federal, state, local and foreign tax authorities all consideration paid to IG as required by law.
  9. IG Expenses. Client shall reimburse IG for its actual and reasonable invoiced expenses pre-approved in writing in ensuring service delivery under this Agreement, including travel and living expenses.

Services.

1. Scheduling. IG shall perform services in accord with Statement of Work. Whenever it anticipates failure to complete assignments on schedule, it shall: (a) notify Client promptly in writing; (b) submit proposed schedule revisions reflecting best realistic estimates; and (c) continue to provide services under the new proposed schedule.
2. Performance. Subject to this Agreement and applicable Statement of Work, IG shall have discretion in manner of rendering services, except where it would violate applicable law. Client may supervise and control performance of services as needed to ensure its satisfaction. Such supervision and control may include recommendations, inspections, investigations, modification orders and orders to suspend performance.
3. Operating Expenses and Tools of Trade. Unless otherwise specified in a Statement of Work, IG holds responsibility for paying its own operating expenses and for maintaining its own offices, equipment, tools and other items necessary for delivering services under this Agreement.
4. Non-delegation and Information. Unless authorized by Client in writing, IG must ensure performance of all services itself. Upon Client request, IG shall provide pertinent information about itself, which Client will protect in accord with its Privacy Policy, available at .
5. Software. Unless otherwise stipulated by Statement of Work, IG and personnel it assigns to deliver services shall deliver any software to Client in the source code form via Internet through corresponding data transfer protocols. For any deliverable software, IG shall deliver all pertinent documentation including, without limitation:
a) report systems and instructions on operation, use, maintenance, functions and performance;
b) object and source codes in both machine- and human-readable formats;
c) user, design, functional, operational and technical documentation;
d) system and program flow charts, file and report layouts, screen layouts, source code printouts and working papers;
e) designs contained in word processing documents, email or other databases;
f) graphic images of user interface designs; and
g) notes or memoranda in electronic or written format.

Rights and Obligations Regarding Personnel.

1. 1. Assignment and Replacement. Client may interview any personnel whom IG assigns to perform services. If Client deems assigned personnel inappropriate for services assigned, IG shall make best efforts to assign alternative qualified personnel. If this is not reasonably possible, Client may terminate the applicable Statement of Work. If Client by written notice demands discharge of any personnel assigned, IG shall comply within two weeks of notice. Client shall pay for invoiced services performed by discharged personnel prior to dismissal unless they failed to comply with the pertinent Statement of Work. If IG cannot reasonably secure replacement(s) for any such discharged personnel, Client may: (a) continue the assignment until adequate replacement(s) can be found; (b) continue the assignment without such replacements and adjust schedule accordingly; or (c) terminate the applicable Statement of Work.
  2. Responsibility Concerning Employees and Subcontractors. IG retains responsibility for acts of its employees, subcontractors and employees leased from third parties engaged in rendering services under this Agreement. IG shall require that all pertinent employees, subcontractors, employee-leasing third parties and employees leased from third parties execute written agreements to comply with all Client rights, including without limitation provisions on confidentiality, assignment of rights and intellectual property. Upon request, IG shall provide client with copies of such agreements. IG shall be exclusively responsible for paying wages and taxes imposed on it as an employer and shall comply at its own expense with all applicable provisions of labor, employment and workplace law. For employees protected by laws of the United States of America or any of its states, this obligation shall include workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, tax laws and other applicable federal, state and local legal obligations relating to employment.
  3. Relationship of Parties. Notwithstanding any other provision in this Agreement, IG is an independent contractor, not an employee, agent, partner or joint venturer of client and shall neither bind nor attempt to bind Client to any contract. IG shall follow all directions issued by Client pertaining to services, but shall otherwise exercise its own professional discretion. Service-providing personnel assigned by IG shall be ineligible for all Client employee benefit plans, fringe benefit programs, group insurance arrangements and comparable employee benefits. Client will provide no workers’ compensation, disability insurance, social security contribution, unemployment compensation coverage or any other statutorily-mandated employee benefit to personnel providing services under IG assignment. IG shall secure written agreement to relationships as set out here from all employees, subcontractors, employee-leasing third parties and employees leased from third parties involved in rendering services and shall make these agreements available to Client upon request. IG shall indemnify client for all claims, damages, liability, settlements, attorneys’ fees and expenses resulting from failure to secure such agreement.
  4. Raiding Prohibition. In light of foreseeable damage from losing recruited and trained work forces, neither party shall hire or solicit for hire the other party’s employees or subcontractors during the term of this Agreement and for one year after its termination. If this provision is found unenforceable in law as set out here, it shall remain in force to the extent legally permissible.
  5. Indemnity. Client hereby releases and agrees to hold harmless, defend and indemnify IG, its employees, officers, directors and Affiliates, from any and all claims, actions, proceedings, suits, liabilities, damages (actual, consequential, or incidental), settlements, penalties, fines, costs or expenses (including without limitation, reasonable attorney’s fees and other litigation expenses) of every kind, whether known or unknown, incurred by Client.

Intellectual Property and Related Matters.

1. 1. Client Ownership. IG hereby agrees to assign all intellectual and industrial property rights secured in rendering services to Client after Client pays for all outstanding invoices unless otherwise mutually agreed by the parties. Except as expressly authorized by Client, neither IG nor its officers, directors, agents, subcontractors, employees, pertinent employee-leasing third parties or employees leased from third parties shall claim ownership or seek registration of such property nor be authorized to use it after such property rights are assigned to the Client in accordance with this clause except to perform services under this Agreement. IG shall provide all assistance reasonably requested by Client in establishing and protecting such property rights, such assistance to be provided at Client expense. IG warrants that, to its best knowledge, its services and deliverables under this Agreement violate no copyright, proprietary or other rights of any third party.
  2. Assignment of Copyright and Other Ownership Rights. To whatever extent IG may legally claim any ownership or copyright over services or deliverables, IG hereby agrees to assign it to Client and waive all moral rights over it including rights governing authorship identification, approval, restriction, use limitation and subsequent modification, after Client pays for all outstanding invoices unless otherwise mutually agreed by the parties.
  3. Ideas, Inventions, Improvements and the Like. IG shall hold ideas, improvements, and inventions developed in the course of providing services as fiduciary for the exclusive benefit of Client. It shall promptly disclose any such idea, improvement or invention to Client. Upon request, IG agrees to assign it to Client after Client pays for all outstanding invoices. Client shall have the right to use, license and deal with all such ideas, improvements and inventions without payment of royalties or compensation of any kind. At Client’s request and expense and after Client pays for all outstanding invoices, IG agrees to submit patent applications through competent counsel on Client’s behalf for any such ideas, improvements and inventions and shall promptly and in writing assign all such applications to Client. IG hereby grants to Client a non-exclusive, perpetual license to use any such Ideas, Inventions, Improvements and the Like without compensation after Client pays for all outstanding invoices unless otherwise mutually agreed by the parties.
  4. Exception: IG Ownership of Background Technology. Except as may be otherwise set forth expressly herein, each party will retain ownership of all rights, title and interests in and to all products, inventions, information, documentation, improvements, works of authorship, processes, techniques, know-how, specifications, algorithms, designs, trade secrets, software, firmware, data and other materials that are developed by its personnel or otherwise acquired by such party prior to the Effective Date or outside the scope of this Agreement (collectively, “Background Technology”) and all Intellectual Property Rights therein and thereto.
  5. Use of Copyrighted Works. Whenever any service or deliverable incorporates or makes use of copyrighted preexisting work, IG’s assignment of rights over it to Client shall indicate: (a) the nature and owner of the copyrighted work; (b) any restrictions or royalty terms applicable to IG’s and Client’s use of it; and (c) the source of IG’s authority to utilize it. Unless otherwise agreed in writing, IG shall cause Client, its successors and assigns to hold irrevocable, worldwide, royalty-free right and license over such work to: (a) use, reproduce, display, perform, distribute, sell copies and prepare derivative works; and (b) authorize or sublicense others to do any of the foregoing. Such license shall be granted by IG after Client pays for all outstanding invoices unless otherwise mutually agreed by the parties.
  6. Proprietary Information. IG acknowledges that all inventions utilized and all business, technical and financial information secured in the course of services under this Agreement constitute proprietary information. Except for providing services under this Agreement, IG shall not disclose or use any such information. Upon termination or as otherwise requested by Client, IG shall promptly provide to Client all items containing or embodying Client proprietary information.
  7. Residual Rights of IG. Notwithstanding any other provision in this Agreement, IG and its personnel shall be free to apply their general skills, know-how and expertise and to use, disclose and employ any generalized knowledge, techniques or skills acquired in the course of an assignment, so long as such this involves no use or disclosure of proprietary information, work product or Confidential Information as described below.

Confidentiality and Related Issues.

6.1 Definition of ‘Confidential Information’. ‘Confidential Information’ is information about a party, its products, its services, its operations, its clients, its prospects, or its vendors not generally known to outsiders and acquired in course of dealings or operations under this Agreement, whether or not marked with an indication of confidential or proprietary nature. It includes, without limitation: (1) terms of this Agreement, except as necessary to inform subsequent counter-parties about restrictive covenants or to provide needed information to an attorney, tax professional or other advisor, with onward disclosures by any such information recipient to be considered disclosures by the party itself; (2) business policies, finances, and plans; (3) sales forecasts and targets, market share computations, prospects and other business analyses; (4) sales and other information on product roll-outs; (5) software, marketing tools, or supplies provided; (6) names and contact details of clients, prospects or vendors; (7) past, current or prospective account terms and prices regarding products and services purchased or sold; (8) names and contact details of employees and business contacts; (9) techniques, methods, and strategies for producing, marketing, distributing or selling products and services; (10) information concerning research, development, design or specification; (11) procurement requirements; (12) engineering and manufacturing information; and (13) information received from others under obligations of confidentiality or observance of proprietary rights.

6.2 Exclusions. ‘Confidential Information’ does not include information: (a) in the public domain; (b) known by IG without any breach of obligatory confidentiality before undertaking services; (c) acquired through circumstances unrelated to services provided; or (d) disclosed under a final and non-appealable legal order.

6.3 Duty of Confidentiality. IG shall ensure that neither it nor its employees, agents, subcontractors, pertinent employee-leasing third parties or employees leased from third parties discloses or uses Confidential Information for purposes other than providing services or as otherwise authorized in writing by Client. Upon Client request, IG shall secure confidentiality pledges from any such parties and sever from engagement under this Agreement any party who declines to execute one. Confidentiality obligations under this section shall remain in force indefinitely after termination of this Agreement or any undertaking pursuant to it.

6.4 Use and Protection of Client Confidential Information. Except as authorized in writing by Client or required by a final and non-appealable legal order, IG and parties assigned by it shall not: (a) convey Confidential Information to a party not bound by a confidentiality agreement protecting Client; or (b) use any Confidential Information for financial benefit to itself or parties under its direction or for any purpose adverse to Client interests. IG shall take all reasonable steps to protect Client’s Confidential Information and shall limit as much as possible any organizational use and circulation of it. IG shall disclose Confidential Information to employees and subcontractors only as necessary to perform this Agreement. IG hereby certifies that employees and subcontractors entrusted with Confidential Information will have agreed to hold it confidential. Confidentiality obligations set forth here shall survive termination of this Agreement and remain in force indefinitely.

1. Confidential Information of IG. Client shall ensure that neither it nor its employees, agents or subcontractors discloses or uses IG’s Confidential Information for purposes other than providing services to clients or as otherwise authorized in writing by IG. Except as authorized in writing by IG or required by a final and non-appealable legal order, Client and parties under its direction shall not: (a) convey Confidential Information to a third party not bound by a confidentiality agreement protecting IG; or (b) use any Confidential Information for financial benefit to itself or parties under its direction or for any purpose adverse to IG interests. Client shall take all reasonable steps to protect IG’s Confidential Information and shall limit as much as possible any organizational use and circulation of it. Confidentiality obligations set forth here shall survive termination of this Agreement and continue indefinitely.
2. Return of Property and Information. Upon Client request or termination of IG’s engagement, IG shall promptly deliver to IG all property belonging to Client, its clients or its suppliers, including but not limited to: electronic, recorded, written or printed matter; document originals, copies and derivatives; manuals, reports, notes, memoranda, records, photographs, drawings, plans and papers; and computer programs and software. Upon request, IG shall certify in writing that it has returned all such property.

6.7 Limitation of Access. IG shall take all reasonable steps to limit its personnel’s access to Client computer systems and networks and shall maintain a record of personnel authorized for such access. Upon learning of any unauthorized access or access unnecessary to performance of services, it shall immediately notify Client and cooperate with it in any investigation and remedial action.

6.8 No Expectation of Privacy. IG acknowledges that it has no expectation of privacy with respect to Client and that IG’s pertinent communications, networking and information processing, including computer files, email messages and voice messages may be monitored by Client at any time without notice.

Non-Intercourse with Client’s Past or Present Clients and Prospects. IG shall not during the term of this Agreement and for one year afterward regardless of reason for termination solicit or do business with Client’s clients or prospects with which it had contact during the last two years of engagement under this Agreement. Client shall have the right to require that IG’s employees, subcontractors, employee-leasing third parties and employees leased from third parties execute non-intercourse agreements in favor of Client as a condition of engagement under this Agreement. If this provision is found unenforceable in law as set out here, it shall remain in force to the extent legally permissible.
Representations and Warranties. Each party warrants that, if not a human being, it is a legally-organized entity under the jurisdiction specified above in this Agreement and holds requisite authority to assume and perform obligations under it. IG further represents and warrants that it: (a) shall complete services under this Agreement in workmanlike and professional fashion, using personnel with requisite skills, training and experience; and (b) commands financial resources, procedures, equipment, processes, computer systems and facilities needed to execute such services.

No Conflict of Interest. During the term of this Agreement, IG shall undertake no work, contractual relations or obligations inconsistent with it. IG warrants that it stands under no legal duty in conflict with this Agreement.

Termination. Either party may terminate this Agreement or Statement of Work under it upon 15 calendar-day written notice to the other party. Client may terminate Statement of Work with immediate effect upon prior written notice to IG. IG shall cease work immediately or at the end of the notice period, shall inform the Client promptly and in detail as to performance status and shall as directed deliver to the Client all work product and other materials produced in providing services after they have been fully paid for.
Modification. Both parties shall have the right to modify this Agreement at any time and upon mutual agreement. To do so, an initiating party will make modifications and provide the other party with such modifications for approval by email or through other reasonable means. Upon mutual approval modifications shall take effect no earlier than 14 days after execution of a written addenda between the parties, except that those issued for reasons of legal compulsion with immediate application shall take effect immediately.
Use of Portfolio. Upon Client’s written approval IG will use Client’s logo and work completed for the Client in IG’s portfolio for advertising and marketing purposes. Upon additional agreement, IG can place its logo and website link on delivered work.
Force Majeure. Where its performance is obstructed by ‘force majeure’–act of God or nature, fire, natural disaster, accident, governmental act or other circumstance beyond its reasonable control–a party shall be deemed in default of this Agreement only if it fails to notify the other party as promptly as possible as to the obstruction or fails to resume suspended performance as soon as is reasonably possible. The pertinent performance period shall be extended by a time equal to the force majeure suspension.

Counterpart Signatures. This Agreement may be executed in duplicate, each copy of which shall, together, constitute one and the same instrument.

Assignment. The parties may not assign rights or delegate obligations under this Agreement without prior written consent from the other party.

Language. All documents, information, correspondence and other communications under this Agreement shall be in English.

Severability. Legal pronouncements that particular provisions of this Agreement are unenforceable shall not affect enforceability of other provisions.

Notices. Notices under this Agreement shall be in writing delivered to addresses specified in this Agreement or other addresses specified in writing by the parties. All notices shall be delivered (i) in person; (ii) by next-day courier service; (iii) by first class, registered or certified mail, postage prepaid; (iv) by facsimile; or (v) by electronic mail. All notices shall be effective upon receipt or on the fifth day following mailing or transmission, whichever occurs first.

No Implied Waiver. A party’s waiver of rights as to any breach of this Agreement waives no rights as to other or further breaches.

Limitation of Liability. Neither party will be liable for damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement. IG will not be held liable for indirect, special or consequential damage suffered by Client in connection, directly or indirectly, with the use of work deliverables of IG or its pertinent employees, subcontractors, employee-leasing third parties and employees leased from third parties under or in relation to this Agreement approved by the Client action or inaction of IG or its pertinent employees, subcontractors, employee-leasing third parties and employees leased from third parties under or in relation to this Agreement. In no event IG’s liability for any damage Client sustains from breach of this Agreement or resulting from software or services delivered shall not exceed the amount of IG’s pertinent compensation under it. Its liability shall include no direct, indirect, consequential, collateral, incidental, nominal, exemplary, punitive or other damages sounding in tort or contract even if advised of the possibility of such damages.

Arbitration. The Parties hereby waive rights to seek primary relief from courts of law as to grievances concerning this Agreement. They agree that grievances may be submitted for binding arbitration with the American Arbitration Association (AAA) and may not be submitted to any other forum. There shall be one arbitrator. Grievances may be submitted for such arbitration only within statute of limitation periods applicable under law to claims in question. Disputes regarding statutes of limitation shall be resolved through arbitration as specified above. Claims shall be deemed submitted on the date when a party serves the written request for arbitration on the other party unless AAA rules require otherwise. The decision of the arbitrator will be final, non-appealable and binding on all parties. This arbitration clause shall be construed as broadly as possible and shall cover non-contractual as well as contractual claims. Disputes regarding its applicability shall be resolved by arbitration as provided above. Arbitration awards and orders concerning this agreement may include the equivalent of injunctive relief and specific performance orders. The parties hereby waive any objections to enforcement of arbitration awards or orders concerning this Agreement in any court of competent subject matter jurisdiction.

Venue and Law Governing. Except for actions to enforce a court order, all arbitration and other legal proceedings concerning this Agreement shall take place or as nearby as is practicable. Laws of the State of _ , excluding its law on choice of law, shall govern this Agreement and disputes under it.

Recovery of Costs and Fees. For arbitration and civil legal proceedings concerning this Agreement, the prevailing party on any claim shall be entitled to recover from the other party all costs and fees incurred by the prevailing party in such proceedings regarding that claim, including reasonable attorneys’ and consultants’ fees and costs. The parties agree that awards and orders to pay such costs and fees may be issued through arbitration as provided above.

Integration and Modification. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all other agreements and understandings. This Agreement cannot be modified except as specified above or by an instrument in writing signed by the parties.
Execution. This Agreement shall take force only if signed or approved in writing by the president or other authorized agent of IG.

EXECUTION

IN WITNESS WHEREOF, the Parties have caused this Agreement to be properly executed.

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