This agreement establishes the terms under which EP “Evolve Partners, LLP” hereinafter referred to as “EP”, will deliver professional services to the client. Detailed services and expectations will be outlined in the Scope of Work.
1. Services
Client hereby engages EP to perform services for Client (the “Services”), and
EP hereby accepts such engagement. The Services EP will initially perform for Client are
described in the Statement of Work which is attached to this Agreement. From time to time, the parties may agree upon additional Services to be performed by EP, in which case the parties will sign an additional Statement of Work describing the additional Services, which shall then be governed by and shall become part of this Agreement. If there is any direct conflict between the terms of this Agreement and the terms of any Statement of Work, the terms of the Statement of Work shall control with respect to the Services to be performed pursuant to that Statement of Work.
2. Relationship of the Parties
EP is an independent contractor of the Client. Neither shall be deemed a partner, joint venturer, or agent of the other and neither shall have the power to bind the other to any contract.
3. Ownership and use of Work Product
The work product created for the client will transfer to the client upon full payment. Without full payment, ownership remains with EP. EP agrees that all Work Product consists of “works made for hire” to the greatest extent permitted by applicable law. To the extent any Work Product does not qualify as a work made for hire, EP agrees to assign all rights to such Work Product to Client. Background Tools and Methodologies: EP retains rights to proprietary methodologies and tools used in service delivery, granting the client a license for their use within the delivered work product, barring commercial use without EP’s explicit consent.
4. Financial Terms
Compensation: Payment terms, including services rendered and reimbursable expenses, will be detailed in individual project agreements. Payment Timeline: Payments are due within 15 days of invoice receipt. Any payment that is not paid within thirty (30) days of its due date will accrue interest at a rate of 2% per month from the due date until paid.
5. Confidential Information
(a) Non-Disclosure. The parties acknowledge that, in the course of performing this Agreement, each party may find it necessary or desirable to disclose to the other party information deemed to be “Confidential Information” (as defined in Section 4(b) below). The receiving party agrees not to use any of the other party’s Confidential Information for any purpose, or disclose any of the other party’s Confidential Information to any third party, except as reasonably necessary to perform this Agreement. The receiving party further agrees not to disclose any of the other party’s Confidential Information to any employee of the receiving party unless such person both (i) needs to know such information in order to further the authorized use of the information, and (ii) is bound by confidentiality obligations at least as restrictive as the provisions of this Agreement. In addition, the receiving party agrees not to make copies of, or otherwise reproduce any documents or other materials containing the other party’s Confidential Information, except as reasonably necessary to perform this Agreement. The above restrictions on use and disclosure of Confidential Information shall survive any termination of this Agreement and shall continue for a period of three (3) years from the date the Confidential Information was disclosed to the receiving party. Notwithstanding the above restrictions on disclosure, the receiving party may disclose the other party’s Confidential Information to the extent ordered to do so by a court, provided the disclosing party has given the other party prior notice of its intent to do so.
(b) Definition of Confidential Information. As used in this Agreement, the term “Confidential Information” means all information disclosed by one party to the other party, whether orally or in tangible form, that is identified by such party as confidential or proprietary, or that a reasonable person would understand to be of a confidential, trade secret, proprietary or sensitive nature. Notwithstanding the above, information shall not be deemed “Confidential Information” for purposes of this Agreement if (i) the information is or becomes publicly known through no wrongful act of the receiving party, or (ii) the receiving party can demonstrate that the information was already known to the receiving party at the time that it was disclosed by the disclosing party, or (iii) the information is subsequently disclosed to the receiving party by a third party as a matter of right and without restriction on further use or disclosure, or (iv) the information is subsequently developed by the receiving party, without use of or reference to the disclosing party’s information.
(c) Return of Confidential Information. Upon request of the disclosing party, the receiving party agrees to return to the disclosing party, or destroy (at the option of the disclosing party), all documents and other materials containing the other party’s Confidential Information; provided, however, that the receiving party may retain one copy for archival purposes.
(d) Remedies. The receiving party acknowledges that the unauthorized disclosure or use of the other party’s Confidential Information may result in substantial and irreparable harm to the other party and that monetary damages will be difficult to determine and inadequate to compensate the other party. Therefore, the receiving party agrees that, upon any breach of the obligations in this Section by the receiving party, the disclosing party shall be permitted to seek equitable relief such as an injunction or specific performance, in addition to any other available remedies.
6. Warranties and Disclaimer of Warranties
EP represents and warrants that (a) EP will perform the Services in a professional manner, consistent with generally accepted industry standards, and (b) the Services and Work Product will meet any specifications or requirements set forth in the applicable Statement of Work. EP’s Statement of work shall not include responding to server outages, customer online reviews, social media or blog comments unless specifically agreed to by the Parties in writing. EP MAKES NO OTHER WARRANTIES TO CLIENT UNDER THIS AGREEMENT WITH REGARD TO THE WORK PRODUCT OR THE SERVICES, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. Work with Competitors
EP and Client agree that during the term of this Agreement, or any extension or renewal thereof, EP may contract for work with other persons, firms, or corporations engaged in the same or similar business as that of Client, provided that EP does not disclose or use the confidential information of Client.
8. Assignment
EP may utilize subcontractors to perform Services for the Client. Either party may assign this Agreement to a successor to its business resulting from a sale of assets, merger or similar transaction. Neither party shall be entitled to otherwise assign this Agreement without the prior written consent of the other party. This Agreement shall be binding upon the parties and their successors and permitted assigns.
9. Term and Termination
This agreement shall remain in effect for the terms set forth in the Statement of Work. Either party may terminate this Agreement for cause (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Terms set forth in the Statement of Work. Client shall compensate EP through the end of the Terms set forth in the Statement of Work. This Master Service Agreement shall renew automatically on an annual basis, unless otherwise terminated with thirty (30) days written notice prior to the renewal date.
10. Limitation of Liability
EXCEPT FOR BREACH OF SECTION 5 (CONFIDENTIAL INFORMATION), (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER ANY CAUSE OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF REVENUE OR PROFITS) ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) IN NO EVENT SHALL THE LIABILITY OF EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT, OR ANY STATEMENT OF WORK, EXCEED THE AMOUNT CLIENT HAS PAID EP UNDER THE APPLICABLE STATEMENT OF WORK.
11. Notices
All notices under this Agreement must be in writing, and shall be deemed given (a) when personally delivered to an officer of a party, or (b) three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth in this Agreement or such other address as such party last provided to the other by written notice, or (c) on the next business day after being sent by email, to the email addresses used to sign the Scope of Work. A party may change its address or email address for notice purposes by notifying the other party of such change pursuant to the above notice procedure.
12. Force Majeure
Neither party will be liable for, or be considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement (except failure to pay money) as a result of fire, earthquakes, storms, floods, strikes, riots, wars, hostility, terrorism, or sabotage (su
ch as hacking, provided reasonable security methods were used to attempt to prevent it), or other similar events beyond such party’s reasonable control (a “Force Majeure Event”). Any such breach of this Agreement shall be excused for the duration of the Force Majeure Event.
13. Publicity
Neither party will issue any public announcement of the existence of this Agreement or the relationship of the parties, or otherwise use the name or logos of the other party for promotional purposes, without the other party’s prior written consent.
14. General Provisions
The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary and the other provisions of this Agreement shall not be affected. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be awarded its costs and attorneys fees. This Agreement, together with any Statements of Work signed by the parties, is the entire agreement and understanding of the parties relating to its subject matter, and supersedes all prior agreements and understandings, whether written or oral, relating to that subject.
Evolve Partners, LLP
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