PROVIDED FOR EXAMPLE ONLY

Master Services Agreement

These terms will apply to the relationship between us (NoveLaboratori, LLC d/b/a Nine Labs) and you, the above-identified client:

  1. Professional Services. We will perform all actions that, according to our judgment, are necessary for us to complete the projects set forth in the Statement of Work that is attached to this Agreement and any other subsequently executed Statement of Work. Should you request services from us that are not described within a Statement of Work, we will elect to perform them at our sole discretion, and if performed, invoice you at the rate of $___ per hour for each hour or part thereof that we work to perform the requested services.
  2. Deposit. You will pay us a deposit in the amount listed in the attached Statement of Work and any other subsequently executed Statements of Work, which will be applied toward our fees and expenses under this Agreement.
  3. Expenses. Other than travel costs, we will be responsible for all of our out-of-pocket expenses (e.g., supplies, administrative costs, etc.) associated with our providing our services.
  4. Travel. If we are traveling to and from a location that is more than 50 miles away from our office, you will be charged a flat fee of $300 per person per day plus any actual out-of-pocket travel expenses (e.g., airfare, hotel, rental car, taxi or Uber fares, mileage at the prevailing IRS rate if a personal vehicle is driven, etc.) for each day or part thereof that we are at the remote location or traveling to or from that location.
  5. Invoices. We will invoice you when our fees become due and payable. You are responsible for reviewing our invoices promptly and raising any questions about amounts or items billed within 30 days of the date of our invoice. If you object to a portion of the charges on an invoice, you remain responsible for the remainder; paying that remainder will not waive your objection. Any objections to any amounts or items billed that are not raised with us within 30 days of the date of our invoice will be deemed waived. Prompt billing and prompt payment enhances the working relationship, and we reserve the right to postpone or defer additional services or to discontinue our work if our fees are not paid within 30 days of the date of our invoice. You will be charged interest at the rate of 1½% per month for any balance that remains unpaid for more than 30 days beyond the date of our invoice.
  6. Modifications Due to Unanticipated Technical Difficulties. With many projects, once the project is underway, sometimes it is discovered that additional work that was not contemplated by either of us may necessary so that we can complete the project and provide you with deliverables of the kind and quality you expect and with the functionality you require. If this occurs, we will promptly notify you and set forth in writing (which may be my email) the unanticipated technical difficulties, price changes (including any revisions in the payment schedules), and schedule changes. You will have 10 business days to notify us in writing (which may be my email) that you wish to go forward with the modifications, in which event the applicable Statement of Work will be deemed to be amended to
    incorporate the changes to the specifications for the work to be performed, deadlines for deliverables, our fees, and the payment schedule as detailed in the notices provided and sent in accordance with this section of this Agreement. If you elect not to go forward with the modifications, we may, in our sole and absolute discretion, terminate our work on the project, and our fee will be all sums due and payable to us as of the date you elected not to go forward with the modifications. If you elect not to go forward with the modifications and we elect to continue our work on the project, then all remaining deadlines for performance, will be extended by 15 business days. Your failure to notify us that you wish to go forward with the modifications will be considered to be the equivalent of you electing not to go forward with the modifications.
  7. Termination of Monthly Retainers. For monthly retainers (where you pay us a monthly recurring flat fee for a set of services every month), you may terminate the monthly retainer upon at least 30 days’ written notice specifying the date of termination (the last day of an upcoming calendar month). If your termination notice fails to specify a termination date, this Agreement will be considered to be terminated at the end of the next calendar month after your provide your termination notice. If you terminate this Agreement, you must pay all sums that become due up to the date of termination, and we will continue to provide our services up to the date of termination.
  8. Proprietary Rights.
    1. Original Work. Except as may be specified elsewhere in this Agreement or where we otherwise notify you in writing before beginning any work, all work that we will provide to you will be wholly original.
    2. Open-Source and Licensed Software. We may use and incorporate open-source and licensed software into work that we will provide to you. If we use licensed software in the work that we provide to you, we will take all actions necessary to assign to you the required licenses. If we are unable to assign the licenses to you, we will work with you to obtain (at your expense) the required licenses.
    3. No Infringement. The things that we will design or create for you will not infringe the copyright, patent, trademark, or trade-secret rights of any other party
    4. All Proprietary Rights Assigned to You. All proprietary rights in the things that we design or create for you will automatically be assigned to you upon payment of all sums due under this Agreement, and you will then own all rights in the things that we design or create for you, including all patents, copyrights, trademarks, and other proprietary rights. In this regard, upon payment of all sums due under this Agreement, we irrevocably assign to you all proprietary rights in the things that we will design or create for you. The rights transferred by this assignment are transferred in perpetuity and apply throughout the universe and to all media and channels of distribution now known or that may be developed in the future.
    5. Waiver of “Moral” Rights. We expressly waive any so-called “moral” rights or author’s similar rights, including any right to restrict you from changing any of the material that we design or create for you, and any rights to attribution or credit.
    6. Executing Documents. We will execute all documents reasonably requested by you that are necessary to further document our assignment to you of all proprietary rights in the things that we design or create for you.
  9. Confidentiality.
    1. Your Confidential Information. When used in this Agreement, “your Confidential Information” or “Confidential Information” means all information provided to us by you except information that:
      1. is made freely available by you to your clients generally or is published or otherwise made available to the public through sources entitled to disclose the information;
      2. is or becomes known to the public through no fault of our own;
      3. is known to us before we receive the information from you; or
      4. becomes known to us through disclosures by a third party that we reasonably believe in good faith is entitled to disclose it.By way of example and not limitation, your Confidential Information includes but is not limited to the identities of your clients and vendors; the terms of your agreements with your clients and vendors, including the prices you charge your clients; proposals you have made to your clients and prospective clients; and your marketing plans and strategies; your business plans, and financial information relating to your operations, including your charging methodologies, billings, revenues, expenses, and profits.
    2. Duty of Confidentiality. Except as you may expressly permit in writing or as may be required in the normal conduct of our duties providing services to you or working on your behalf, we will not use in any way or disclose any of your Confidential Information to anyone not employed by you. With respect to the portions of your Confidential Information that are not trade secrets under applicable law, this duty of confidentiality will expire five years from the date that we last provide services to you or work on your behalf. With respect to the portions of your Confidential Information that are trade secrets, this duty of confidentiality will apply for as long as the information does not become generally known through legitimate means.
    3. Duties If Legally-Compelled Disclosure Is Sought. If we receive a subpoena or other validly issued administrative or judicial process that requests that we disclose any of your Confidential Information, we will—to the extent not prohibited by law—promptly notify you and tender to you the defense of the demand. If requested by you, we will cooperate with and assist you (at your expense) in seeking to have the demand limited, quashed, or extended.
    4. Return and Destruction of Confidential Information. We will return your Confidential Information to you upon your request. We will also return your Confidential Information to you when we stop providing services to you or working on your behalf. Also upon your request or when we stop providing services to you or working on your behalf, we will destroy or erase any copies of your Confidential Information that is stored on computer hardware or any other storage devices or media that we own or control. We will ensure that the destruction or erasure will conform to a standard no less stringent than the U.S. Department of Defense Standard 5220.22-M for clearing and sanitizing as it may be amended or restated from time to time.
  10. Subcontractors. We may engage subcontractors to perform portions of our services or work. We will not engage a subcontractor to perform our services or work for you without the subcontractor agreeing in writing that all services performed by the subcontractor are on a “work made for hire” basis and are wholly owned by us, and to the extent any element created by the subcontractor does not constitute a “work made for hire” under applicable law, that the subcontractor assigns all elements the subcontractor creates to us. We will remain solely responsible to you for all work performed by any subcontractor and for the payment of all subcontractors. Furthermore, we agree that any payment or fee payable to a subcontractor is included in the payments and fees to be made to us under this Agreement.
  11. Estimates Not Binding Because of the unique nature of what we do, except in simple matters, it is usually impossible to foresee how much time and expense will be involved in completing a particular project. Any estimates or budgets that we project are always subject to adjusting as circumstances change, so they are not binding.
  12. No Warranties. EXCEPT AS MAY BE EXPRESSLY PROVIDED ELSEWHERE IN THIS AGREEMENT, WE EXCLUDE ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF MATERIAL THAT WE MAY CREATE FOR YOU. EXCEPT AS MAY BE OTHERWISE SET FORTH IN THIS AGREEMENT, THE MATERIAL THAT WE CREATE FOR YOU WILL BE PROVIDED STRICTLY ON AN “AS-IS” BASIS.
  13. Indemnification.
    1. Indemnification by Us. We will indemnify, defend, and hold you harmless from and against all liabilities, losses, damages, claims, and expenses, including reasonable attorney’s fees, imposed upon, incurred by, or asserted against you and your successors and assigns that relate to or arise out of any third-party claim brought against you alleging that the work that we performed for you infringes a patent, copyright, or trademark of any person. This indemnification provision does not cover any content or technology that you give us to incorporate into our work.
    2. Indemnification by You. You will indemnify, defend, and hold us harmless from and against all liabilities, losses, damages, claims, and expenses, including reasonable attorney’s fees, imposed upon, incurred by, or asserted against us and our successors and assigns that relate to or arise out of any third-party claim brought against us concerning the content or the technology that you give us to incorporate into our work.
  14. Limitation of Liability.

    1. EXCEPT FOR DAMAGES PAYABLE IN ACCORDANCE WITH ANY OF OUR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, OUR ENTIRE LIABILITY FOR ALL CAUSES OF ACTION, WHETHER IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE), FOR ANY CLAIMS RELATING TO THIS AGREEMENT AND ITS PERFORMANCE IS LIMITED IN THE AGGREGATE TO THE TOTAL FEES PAID BY YOU TO US UNDER THIS AGREEMENT.
    2. EXCEPT FOR DAMAGES PAYABLE IN ACCORDANCE WITH ANY OF OUR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST REVENUE, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF OR COULD HAVE REASONABLY FORESEEN THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY FAILURE TO REALIZE EXPECTED SAVINGS.
  15. Nonsolicitation of our Employees or Subcontractors. While we are providing services to you or working on your behalf, you will not—either directly or indirectly— solicit for employment, employ, or retain the services of anyone who is or was employed by or under contract with us during the time we are providing services to you or working on your behalf. Also, for the first year after we stop providing services to you or working on your behalf, you will not—either directly or indirectly—solicit for employment, employ, or retain the services of anyone who was employed by or under contract with us during the time we are providing services to you or working on your behalf.
  16. Time is of the Essence. Time is of the essence of this Agreement.
  17. Force Majeure. If either party is delayed from performing any of its obligations under this Agreement due to causes entirely beyond its control such as riots, insurrections, martial law, civil commotion, war, fire, flood, earthquake, or other casualty or acts of God, the performance of the obligation so hindered will be excused for the period of delay, and the time for performance will be extended by the same number of days in the period of delay.
  18. Notices. Notices required to be made under this Agreement must be made in writing and either personally delivered, mailed through the United States Postal Service or other governmental postal service, or sent through a commercial firm that is regularly engaged in the business of document delivery or document and package delivery. If a notice is sent through a postal service or a commercial delivery firm, the sender must receive a receipt acknowledging receipt of the document signed by the addressee or the addressee’s agent. It is the obligation of the party sending the notice to verify and retain evidence that the postal service or delivery firm delivered the notice. The notice will be effective the date the notice was delivered. All notices and all related correspondence must be sent to the addresses set forth at the end of this Agreement, or to such other addresses as the parties may direct by written notice.
  19. Assignment. A party may assign its rights and duties under this Agreement to a third party that buys all or substantially all of the assets of that party. To be effective, the party seeking to assign its rights and duties under this Agreement to a third party must assign all of its rights and duties under this Agreement to that third party, and the assigning party must give the non-assigning party written notice of the assignment. Any assignment will not, however, relieve the assigning party of its duties under this Agreement. Except as provided above, neither party can assign or delegate its rights or duties under this Agreement to anyone. Any attempt to do so will be considered to be void.
  20. No Waiver. If at any time either party does not insist that the other strictly comply with any provision of this Agreement, that will not waive the party’s right to require the other to strictly comply with that provision, or any other provision, in the future.
  21. Collection Costs. If we have to collect on your account, you will pay for all collection costs, including reasonable attorney’s fees.
  22. Third-Party-Initiated Proceedings andActivities. If any claim is brought against us or any of our personnel or subcontractors based on your alleged negligence or misconduct, if we or any of our personnel or subcontractors are asked to testify or produce documents as a result of providing services to you or working on your behalf, or if we or any of our personnel or subcontractors must defend the confidentiality of your confidential information in any proceeding, you will pay us for any resulting costs incurred by us or any of our personnel or subcontractors. This includes paying us the attorney’s fees that we, our personnel, and subcontractors incur, and for our personnel’s and subcontractors’ time. The charges for our personnel’s and our subcontractors’ time charged under this provision will be calculated at the hourly rate of $250 per hour.
  23. Applicable Law. This Agreement will be governed by the laws of the State of Georgia without regard to its conflict-of-law rules.
  24. Jurisdiction and Venue for Disputes. Any legal action or proceeding arising out of or relating to this Agreement must be brought in the Superior, State, or Magistrate Court of Fulton County, Georgia, or the Atlanta Division of the United States District Court for the Northern District of Georgia. Each party consents to the personal jurisdiction of these courts and waives any claim or defense based on any alleged lack of jurisdiction, improper venue, forum non conveniens, or any similar basis.
  25. Entire Agreement. This Agreement supersedes any prior written or oral agreements between us and contains the entire agreement between us. This Agreement may be modified only by written agreement. No promises have been made to you other than those stated in this Agreement.
  26. Ambiguities Not Construed Against Either Party. If there is any ambiguity in this Agreement, it must not be construed against either party by virtue of that party being considered to have drafted this Agreement.
  27. Headings. The headings of the various sections of this Agreement have been included for convenience or reference and will not limit or otherwise affect the meaning of the terms of this Agreement.
  28. Counterparts. This Agreement may be executed in two or more counterparts and each counterpart will be considered to be an original instrument, but all will be one and the same agreement. Faxed or electronic copies (e.g., scanned PDFs) of the signed agreement will be as valid and enforceable as an original.
  29. Severability. If any part of this Agreement is for any reason held to be unenforceable, the rest of the Agreement will remain fully enforceable.
  30. Authority to Execute Agreement. Anyone signing this Agreement on behalf of either party represents and warrants that they are authorized to sign this Agreement on behalf of the party that they represent.

This Agreement is effective as of the date the last party signs this Agreement.