This Professional Services Agreement (this "Agreement") is made and entered into as of the current date (the "Effective Date"), by and between the signer below ("the Client") and Kidwell Companies (the "Service Provider").
RECITALS:
WHEREAS, the Client wishes to obtain the professional services of the Service Provider; and,
WHEREAS, the Service Provider has the knowledge, skill and capability to perform such services for the Client.
THEREFORE, in consideration of the foregoing, the parties, intending to be legally bound, hereby agree to the following:
AGREEMENTS:
In consideration of the recital and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the parties agree as follows:
1. Service Provider Fees. Service Provider will bill the Client for time, materials, and services requested including but not limited to software development, analysis, teleconferences, support calls, support emails, time on-site, and remote support sessions. The on-site base rate is USD 190 per hour unless a discounted base rate is agreed upon via email or an addendum to this contract. Billed rates will be determined according to the Client's current Rate Package as defined by the amount of retainer already paid before service begins and said retainer has not previously expired, and will be billed in fifteen (15) minute increments with a thirty (30) minute minimum. The Client agrees to pay Service Provider's invoices as due upon receipt. If invoices are not paid in full upon receipt, the Service Provider reserves the right to add late charges to the invoice, and the Client agrees to pay said late charges in addition to the invoiced amount. The Client understands that retainer fees are non-refundable. The Client understands that retainer fees are in addition to billable hours, and are not a credit towards billable hours. If Client fails to remit any timely payment, the Service Provider will be released from any and all agreements, projects, and obligations whether real or perceived, but the Client will still be responsible for unpaid amounts.
2. Service Requirements. The Services delivered hereunder shall conform in all material respects to the specifications set forth in Exhibit A and any other requirements agreed upon by the parties in writing, email, or text message. Service Provider agrees that performance shall reflect the best professional knowledge, skill and judgment of Service Provider. Service Provider shall furnish competent personnel for fulfillment of its obligations. If the Client deems Service Provider personnel unsatisfactory to perform Services due to a failure by such personnel to comply with the terms and conditions as set forth herein, such personnel shall be removed immediately. Removal of such personnel will not be construed as a reversal or credit for their billable hours.
3. Term. The term of this Agreement shall be from the date of this Agreement until completion of the Services and payment therefor by the Client. This Agreement may be terminated by either party at any time in writing, via email, or via text message. Client will still be responsible for any unbilled time and unpaid invoices from Service Provider.
4. Nature of Services.
a. Work Product. Service Provider hereby sells, assigns, grants and transfers to the Client all right, title and interest in any software or reports developed specifically for the Client at the Client's request which are proprietary to the Client's business processes.
b. Service Provider Proprietary Material. Client does not under this Agreement acquire any ownership rights in and/or to any software, reports, documentation, tools, techniques, methodologies or other material which has not or is not created as part of the Services to be rendered hereunder which is proprietary to Service Provider ("Service Provider Proprietary Material"). However, if Service Provider incorporates any Service Provider Proprietary Material into any Work Product, or any of the Work Product requires Service Provider Proprietary Material in order to operate or otherwise be use-able by the Client, Service Provider hereby grants the Client a nonexclusive license to use the Service Provider Proprietary Material as part of the Work Product.
c. Third Party Proprietary Material. The Client does not under this Agreement acquire any ownership rights in and/or to any software, documentation, tools, techniques, methodologies or other material which is proprietary to any third party ("Third Party Proprietary Material"). The Client shall be responsible for obtaining any necessary licenses for Third Party Proprietary Material. Service Provider may not incorporate any Third Party Proprietary Material into the Work Product without the prior written consent of the Client including request made by email or text message.
5. Relationship. The parties hereto are independent contractors. Nothing in this Agreement shall be understood or construed to create or imply any relationship between the parties in the nature of any joint venture, employer/employee, principal/agent or partnership. Service Provider shall in no way become an employee of the Client pursuant to this Agreement. Neither party shall have the authority to nor shall either party attempt to create or assume any obligation by or on behalf of the other party.
6. Expenses. Except as expressly provided to the contrary in this Agreement, all expenses incurred by the parties shall be the sole responsibility of the party who ordered the service or incurred the particular expense.
7. Entire Agreement. This Agreement, including the exhibits hereto, represents the entire agreement between the parties hereto and supersedes all prior and contemporaneous written or oral agreements and all other communications between the parties relating to the Services to be rendered hereunder. Any additions, deletions or modifications shall not be binding on either party unless accepted and approved in writing by duly authorized representatives of both parties. In the event of any contradictory provisions between this Agreement and the terms of any Exhibits, attachments or schedules hereto or any purchase order or other documents issued by the Client or Service Provider in connection herewith, the terms set forth in the body of this Agreement shall prevail.
8. Miscellaneous. This Agreement may not be assigned without the written consent of the other party.
EXHIBIT A
Description of Services:
Software engineering, process engineering and advisement, technical advisement, computer consulting, web development, troubleshooting, and any other service agreed to in writing, via email, or via text message.
