ads standard services agreement

8/8/2019 ADS Standard Services Agreement

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THIS AGREEMENT (“AGREEMENT”), with the intent of both parties to be bound by said AGREEMENT, is

entered into between Atlantic Dominion Solutions, LLC , herein after referred to as (“ADS”), with its principal place

of 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 and

development services, and will be providing the one or more of the following services exclusive to this instant

Agreement:

• Agile software development training - help in implementing Agile practices including Scrum and Extreme

Programming

• Application development – use of a programming language and a web framework, specifically Ruby and

Ruby 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 system

up-to-date.

• Environment setup – setting up the development, test and production environments as required, including

software and processes for concurrent development, production deployment, and ongoing operations and

maintenance.

• Server setup - by working with a hosting company capable of hosting Ruby on Rails application on servers

that 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 the

development of a software application, hereinafter “PROJECT”,

NOW, THEREFORE, ADS and CLIENT agree as follows:

PAYMENT

CLIENT will pay ADS according to the option chosen in the “BILLING AND PAYMENT ON WORK PROJECTS“

section of this AGREEMENT.

COOPERATION

CLIENT shall assist ADS in the performance of its obligations under this Agreement and shall undertake such

responsibilities 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 perform

or have performed other duties and requirements of CLIENT as set forth in this Agreement.

RELIANCE

CLIENT 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 to

CLIENT’s Representative.

TERM AND TERMINATION

Unless terminated as provided herein, this AGREEMENT shall extend to and terminate upon completion of the ADS

work 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 this

AGREEMENT 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 cure

the breach within a total of 30 days cumulative. Termination for breach shall not preclude the terminating party from

exercising any other remedies for breach. If CLIENT does not provide ADS with written notice within the time

specified herein, any remaining balance will be considered liquidated damages and not refunded.

WORK FOR HIRE AND OWNERSHIP OF IP

ADS 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, ADS

WORK under this AGREEMENT will be original, and ADS WORK will not infringe any rights of others or contain

libelous material, and will not have been previously assigned, licensed or otherwise encumbered. ADS will identify

to CLIENT any portions of ADS’ Work Product that were originally developed outside this AGREEMENT, before

including 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 and

expense. 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 from

unauthorized 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 and

related 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 INFORMATION

A. All information relating to CLIENT including it’s business information included within the Supporting

Documentation referred to in Exhibit A and any other such information that is known (or claimed) to be confidential

or proprietary, or which is clearly marked as such, shall be held in confidence by ADS and shall not be disclosed or




used by ADS except to the extent that such disclosure or use is reasonably necessary to the performance of the ADS

work on the project.

B. All information relating to ADS that is known to be confidential or proprietary, or which is clearly marked as

such, shall be held in confidence by CLIENT and shall not be disclosed or used by CLIENT except to the extent that

such disclosure or use is reasonably necessary to the performance of CLIENT’s duties and obligations under this

AGREEMENT.

C. These obligations of confidentiality shall extend for a period of 1 year after the termination of this

AGREEMENT, 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 any

confidentiality 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 any

deficiencies 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 EXPRESS

OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR

STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.

LIMITATION OF LIABILITY

In 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 the

work 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 by

CLIENT to ADS during the twelve (12) month period preceding the date the claim arises. CLIENT shall indemnify

and 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 PARTIES

The performance by ADS of its duties and obligations under this AGREEMENT shall be that of an independent

contractor, and nothing herein shall create or imply an agency relationship between ADS and CLIENT, nor shall this

AGREEMENT be deemed to constitute a joint venture or partnership between the parties.

EMPLOYEE SOLICITATION / HIRING

During 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 those

employees or subcontractors of either party who were employed or utilized by that party on the Effective Date of




this AGREEMENT.

MISCELLANEOUS PROVISIONS

A. Except as provided herein, neither party may assign this AGREEMENT, in whole or in part, without the prior

written consent of the other party. This AGREEMENT shall inure to the benefit of, and be binding upon, the parties

hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.

B. Any dispute arising under this AGREEMENT shall be subject to binding arbitration by a single Arbitrator, in

accordance with its relevant industry rules, if any. The parties agree that this AGREEMENT shall be governed by

and construed and interpreted in accordance with the laws of Florida. The arbitration shall be held in Florida. The

Arbitrator shall have the authority to grant injunctive relief and specific performance to enforce the terms of this

AGREEMENT. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent

jurisdiction.

C. If any term of this AGREEMENT is found to be unenforceable or contrary to law, it shall be modified to the least

extent necessary to make it enforceable, and the remaining portions of this AGREEMENT will remain in full force

and effect.

D. Neither party shall be held responsible for any delay nor failure in performance of any part of this AGREEMENT

to the extent such delay caused by events or circumstances beyond the delayed party’s reasonable control.

E. CLIENT agrees to allow ADS to list CLIENT as a customer of ADS on the ADS website.

F. The waiver by any party of any breach of covenant shall not be construed to be a waiver of any succeeding breach

or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This

AGREEMENT may be modified only by a written instrument executed by authorized representatives of the parties

hereto.

G. This AGREEMENT constitutes the entire AGREEMENT between the parties with respect to the subject matter

hereof, and supersedes all prior AGREEMENTS, proposals, negotiations, representations or communications

relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this

AGREEMENT by any representations or promises not specifically stated herein. This AGREEMENT may be

executed in counterparts. Delivery of an executed counterpart hereof by facsimile or other electronic means shall be

equally effective as delivery of a manually executed counterpart.




IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above.

SIGNATURES

Atlantic Dominion Solutions, LLC (ADS) ________________________________(COMPANY)

By: ____________________________________ By: _______________________________________

Title: Title:

______________________________________




BILLING AND PAYMENT ON WORK PROJECTS

In order to remain flexible due to changes in the project requirements during the project, ADS offers the following

payment options to CLIENT:

Service

CLIENT Initials

Late Payment Charges: We reserve the right to impose a late charge of one and one-half percent (1.5%) per month

on any balance not paid within thirty (30) days of the statement date.


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