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ADS Standard Services Agreement

ADS Standard Services Agreement

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Published by Robert Dempsey
A standard services agreement that we use in our software development business.
A standard services agreement that we use in our software development business.

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Published by: Robert Dempsey on Sep 01, 2010
Copyright:Attribution Non-commercial

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04/29/2013

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THIS AGREEMENT (“AGREEMENT”), with the intent of both parties to be bound by said AGREEMENT, isentered into between Atlantic Dominion Solutions, LLC , herein after referred to as (“ADS”), with its principal placeof business located at 4210 Beau James Court, Winter Park, Florida, 32792 and,Company/Individual: ______________________________________________________ (“CLIENT”)Address:_____________________________________________________Line 2:_____________________________________________________City, State, Zip code_____________________________________________________Country:_____________________________________________________Phone:_____________________________________________________Fax:_____________________________________________________and shall be effective as of the signing date (the “Effective Date”). WHEREAS, ADS is in the business of Agile software development training, and computer software consulting anddevelopment services, and will be providing the one or more of the following services exclusive to this instantAgreement:
Agile software development training - help in implementing Agile practices including Scrum and ExtremeProgramming
Application development – use of a programming language and a web framework, specifically Ruby andRuby on Rails respectively, to create a software application accessible via the Internet using a web browser.
Project management - project management includes all meetings, phone calls, email and instant messenger conversations between ADS and CLIENT, planning of iterations and keeping the project management systemup-to-date.
Environment setup – setting up the development, test and production environments as required, includingsoftware and processes for concurrent development, production deployment, and ongoing operations andmaintenance.
Server setup - by working with a hosting company capable of hosting Ruby on Rails application on serversthat they maintain, ADS will install the necessary software to run the application that is developed for CLIENT.WHEREAS, CLIENT wishes to utilize the above referenced services provided by ADS in connection with thedevelopment of a software application, hereinafter “PROJECT”, NOW, THEREFORE, ADS and CLIENT agree as follows:PAYMENTCLIENT will pay ADS according to the option chosen in the “BILLING AND PAYMENT ON WORK PROJECTS“section of this AGREEMENT.COOPERATIONCLIENT shall assist ADS in the performance of its obligations under this Agreement and shall undertake suchresponsibilities at its own expense. CLIENT shall make available to ADS a designated representative:Atlantic Dominion Solutions, LLC Services Agreement
 
 _____________________________________ (“CLIENT’s Representative”), who shall be authorized to make binding decisions for CLIENT regarding the obligations which are the subject of this Agreement, and shall performor have performed other duties and requirements of CLIENT as set forth in this Agreement.RELIANCECLIENT understands that ADS shall rely upon CLIENT’s Representative as having the authority specified in“COOPERATION” herein and that all official communications from ADS to CLIENT shall be addressed toCLIENT’s Representative.TERM AND TERMINATIONUnless terminated as provided herein, this AGREEMENT shall extend to and terminate upon completion of the ADSwork on said project as provided herein. CLIENT may terminate this AGREEMENT without cause upon fifteen (15)days written notice. In the event of termination without cause, CLIENT agrees to pay ADS for all of ADS work  performed on the project up to the date of termination notice received. Either party may terminate thisAGREEMENT for material breach, provided, however, that the party initiating the termination notice to the other  party, gives the party receiving the termination notice at least 21 days written notice of and the opportunity to curethe breach within a total of 30 days cumulative. Termination for breach shall not preclude the terminating party fromexercising any other remedies for breach. If CLIENT does not provide ADS with written notice within the timespecified herein, any remaining balance will be considered liquidated damages and not refunded.WORK FOR HIRE AND OWNERSHIP OF IPADS agrees that the work covered by this AGREEMENT is work made for hire. ADS agrees and warrants that,except for any third-party tools that CLIENT agrees to license, and except for any open source applications, ADSWORK under this AGREEMENT will be original, and ADS WORK will not infringe any rights of others or containlibelous material, and will not have been previously assigned, licensed or otherwise encumbered. ADS will identifyto CLIENT any portions of ADS’ Work Product that were originally developed outside this AGREEMENT, beforeincluding it in a module created for CLIENT.  Notwithstanding the above, CLIENT agrees that ADS WORK Product will use and embody methodologies, processes, and other intellectual property (IP) rights owned or to be developed by ADS at substantial cost andexpense. CLIENT agrees to hold such IP rights in confidence for ADS. ADS grants CLIENT a limited, non-transferable, non-exclusive right and license to use such IP rights solely in connection with the use and operation of ADS WORK Product. CLIENT agrees to employ reasonable secrecy precautions, at least as protective as the precautions CLIENT uses to protect CLIENT’s own proprietary information, to protect ADS’s IP rights fromunauthorized copying, use, or disclosure. Without limiting the foregoing, CLIENT agrees that ADS holds all right,title, and interest in and to all IP rights developed in connection with or embodied in the ADS WORK Product andrelated documentation, including but not limited to the sole right to apply for, obtain, and enforce patents,copyrights, and trademarks with respect to the ADS WORK Product and its documentation.CONFIDENTIAL INFORMATIONA. All information relating to CLIENT including it’s business information included within the SupportingDocumentation referred to in Exhibit A and any other such information that is known (or claimed) to be confidentialor proprietary, or which is clearly marked as such, shall be held in confidence by ADS and shall not be disclosed or Atlantic Dominion Solutions, LLC Services Agreement
 
used by ADS except to the extent that such disclosure or use is reasonably necessary to the performance of the ADSwork on the project.B. All information relating to ADS that is known to be confidential or proprietary, or which is clearly marked assuch, shall be held in confidence by CLIENT and shall not be disclosed or used by CLIENT except to the extent thatsuch disclosure or use is reasonably necessary to the performance of CLIENT’s duties and obligations under thisAGREEMENT.C. These obligations of confidentiality shall extend for a period of 1 year after the termination of thisAGREEMENT, but shall not apply with respect to information that is independently developed by the parties,lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of anyconfidentiality obligation.WARRANTY AND DISCLAIMER ADS warrants that ADS WORK will be provided in a workmanlike manner and in conformity with generally prevailing industry standards and will not violate the proprietary rights of others. CLIENT must report anydeficiencies in ADS WORK to ADS in writing within 30 days of performance to receive warranty remedies.CLIENT’S exclusive remedy for any breach of the above warranty shall be the re-performance of ADS WORK.THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSOR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR APARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.LIMITATION OF LIABILITYIn no event shall ADS be liable for any loss of profit or revenue by CLIENT, or for any other consequential,incidental, indirect or economic damages incurred or suffered by CLIENT arising as a result of or related to thework performed by ADS, whether in contract, tort, or otherwise. CLIENT further agrees that the total liability of ADS for all claims of any kind arising as a result of or related to this AGREEMENT, or to any act or omission of ADS, whether in contract, tort or otherwise, shall not exceed an amount equal to the amount actually paid byCLIENT to ADS during the twelve (12) month period preceding the date the claim arises. CLIENT shall indemnifyand hold ADS harmless against any claims by third parties, including all costs, expenses and attorneys’ fees incurred by ADS therein, arising as a result of CLIENT’s breach of this AGREEMENT.RELATION OF PARTIESThe performance by ADS of its duties and obligations under this AGREEMENT shall be that of an independentcontractor, and nothing herein shall create or imply an agency relationship between ADS and CLIENT, nor shall thisAGREEMENT be deemed to constitute a joint venture or partnership between the parties.EMPLOYEE SOLICITATION / HIRINGDuring the period of this AGREEMENT and for twelve (12) months thereafter, neither party shall directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor, or former subcontractor of the other. The terms “former employee” and “former subcontractor” shall include only thoseemployees or subcontractors of either party who were employed or utilized by that party on the Effective Date of Atlantic Dominion Solutions, LLC Services Agreement

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