master-service-agreement.md

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Master Service Agreement	November 14, 2022	true

The best work comes out of great relationships. Honesty, respect and gratitude are the keys to a great relationship and therefore we have an interest in treating each other with these values at all times. As much as legal documents are important, what truly binds us is our drive to do great work with great people and to develop a relationship of mutual respect and trust.

With that said, these terms and conditions (the “Terms”, or the “Agreement”) will govern the relationship between Us (Soren LLC) and You, the Client. These terms and conditions apply to the attached Statement of Work, which defines the scope, timeline, and budget for the work we will undertake together (the “Work”). We will not perform the Work apart from Your acceptance of these Terms. This Agreement may NOT be transferred by You to another party: it is only valid for You.

This Agreement, along with and any exhibits, schedules or attachments, between the Parties supersedes any previous arrangements, oral or written, and may not be modified in any respect except by a future written agreement signed by both Parties.

Throughout these Terms, “Deliverables” refers only and exclusively to those items listed in the section of the attached Statement of Work titled “Deliverables.” We would love to help You with additional projects, but they require an additional Agreement and attached Statement of Work/Agreement. “Services” refers to our work for You to complete the requested Deliverables.

INCORPORATION BY REFERENCE

Although this Agreement represents the primary terms and conditions of service for Our Services and Sites, additional guidelines and rules are hereby incorporated by reference. The documents, which may be found at https://legal.soren.tech, and which are specifically incorporated by reference, and are therefore part and parcel of this Agreement are the following:

• Our Confidential and Proprietary Information Policy: https://legal.soren.tech/confidential-and-proprietary
• Our Acceptable Use Policy: https://legal.soren.tech/acceptable-use-policy

TERM AND TERMINATION:

Our Agreement with You begins on the date designated in in the Statement of Work. Our Agreement with You ends either (a) on the expiration date designated in the Statement of Work, (b) when You accept the Deliverables as complete, (c) when more than 15 days have passed since we submitted the Deliverables to you and we have received no response either approving the Deliverables or requesting a cure, or (d) when We agree to an Early Termination for any reason.

Either Party may terminate this Agreement at any time, with or without cause, upon 15 days written notice.

Either Party also may at any time terminate the Agreement immediately if: (i) the other party commits a breach of this Agreement and such party does not cure a breach within 5 days of written notice from the other party, or (ii) One of the parties of this agreement becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of its creditors.

In the event of Early Termination, You agree to pay for all work We have performed and any expenses or fees incurred by Us up to the date of Termination, as declared in writing by Us. We agree to use Our best efforts to minimize such costs and expenses.

Termination for any reason shall not affect the rights of either party under this agreement. If upon termination You have not paid undisputed fees owed for the Deliverables or Services provided by Us as of the date of termination, You agree not to use any such material or the product of such Service, until You have paid Us in full. Any provisions or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary in this Agreement, We shall retain a perfected security interest in the Deliverables until You have made payment in full for all undisputed amounts as of the termination date. We hereby agree to release and waive Our security interest in the Deliverables upon receipt of full payment for all undisputed amounts.

RELATIONSHIP OF THE PARTIES:

We remain open to conducting similar tasks or activities for clients other than You and holds Ourselves out to the public to be a separate business entity.

Our relationship to You shall be that of an independent contractor.  Nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee or agency relationship between Us and You.  The consulting relationship shall be non-exclusive. We shall be free to work with other clients so long as such work does not present a conflict of interest or result in the disclosure of Confidential Information (defined below).

Your relationship with Us may not be used to advantage Your own products or services in any effort to bid or sell to US Government agencies, including State, Local, or Tribal government entities, or in any way create a real or perceived conflict of interest for Us in our own business relationships with such entities. You may not reference Us or our employees, contractors, or members in any bidding, sales, or marketing documents submitted as part of a formal bidding process with any such entities. You may not ask us to furnish introductions to representatives of such entities. You may, however, use any Deliverables which are (a) not attributed to us, or (b) publicly published and freely available, as part of your sales or marketing efforts towards government entities.

NON-SOLICITATION, NON-CIRCUMVENTION, NON-COMPETITION:

During the term of this Agreement and for a period of twelve (12) months after the termination of this Agreement for whatever reason, both parties agree not to attempt to divert or interfere with the development of the other party’s business or engage in any activity that constitutes a conflict of interest with the other party, including, but not limited to, the following:

• (a) any attempts, either directly or indirectly, to call on, solicit, hire, or recruit any employee of the other party without the explicit permission of said party, or
• (b) any attempts, either directly or indirectly, to call on, solicit, or take away any of the other party’s customers or clients.

Soren reserves the right to terminate this agreement with 15-days notice if we determine that Your business activities present a conflict of interest to Our own or to that of Our other clients, partners, or employers.

OUR OBLIGATIONS TO YOU:

By submitting this Agreement and attached Statement of Work, We agree (upon Your acceptance of it) to: (a) Complete all the work described in the section of the Statement of Work titled “Proposed Deliverables”, (b) submit all Deliverables to you for testing an acceptance, as described in the “Testing and Acceptance” section of the attached Statement of Work, (c) communicate with You regularly regarding the status of the Deliverables and any anticipated delays, expenses, or questions We might have, (d) give You notice of any unforeseen circumstances that might affect the Services/Deliverables or cause a delay, and (e) provide for you all the rights and titles describes in these Terms.

YOU AGREE THAT WE ARE NOT LIABLE FOR ANYTHING NOT LISTED AS AN OBLIGATION IN THESE TERMS.

YOUR OBLIGATIONS TO US:

By accepting this Agreement and attached Statement of Work, You agree to: (a) abide by all the Terms of this Agreement, (b) Give Us 15-days notice if You should decide to cancel this project, (c) provide Us with up-to-date information about your needs and expectations regarding the Deliverables, (d) make payments on time and in full, and (e) treat Us and any of our employees or contractors in a courteous and professional manner.

Changes in Your needs and expectations regarding the Services/Deliverables may result in delays, increased charges, or both. You agree to accept those delays or increased charges. We agree to provide You, to the extent We are able, with information regarding the likely impact to the project cost and timeline of any changes.

REPRESENTATIONS AND WARRANTIES BY CLIENT:

Client hereby represents and warrants that (i) You have the right, power, and ability to enter into this Agreement, (ii) You own the rights and titles, or otherwise have permission to use, any materials You request We include in the Deliverables, (iii) to the best of Your knowledge nothing You have requested be included in the Deliverables will infringe, misappropriate or violate any intellectual property or other right of any person or entity, (iv) that You will comply with all the terms of any license governing the use of third-party materials included in the Deliverables, and (v) that Your use of the Deliverables will comply with the Acceptable Use Policy included herein and any applicable laws.

Should We find you to be in breach of these representations and warranties, We may, at Our sole discretion, void and cancel the Work in its entirety. In such a case, You agree that You are still responsible to pay for all Services completed up to the date of cancellation, in addition to any other remedies which may be awarded to us as a result of any claim arising from such a breach, whether brought by us or another party, including all reasonable attorney’s fees.

REPRESENTATIONS AND WARRANTIES BY US:

Soren LLC hereby represents and warrants that: (i) We have the right, power, and ability to enter into this Agreement, (ii) none of the Services or Deliverables or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Our own); (iii) We have the full right to provide You with the assignments and rights provided for herein; (iv) We shall comply with all applicable laws in the course of performing the Services and (v) if Our work requires a license, We have obtained that license and the license is in full force and effect.

Should any materials We have included in the Deliverables be found to infringe upon the rights and titles of another individual or should it be found that we do not posses the right to provide you with the assignments and rights provided herein, in breach of these representations and warranties, You shall be entitled, upon your written notification to us of such a breach, to one of the following remedies: (a) We will secure such right, title, or license as may be necessary for Your continued use; (b) We will replace such materials with ones to which we posses the right, title, or license; or (c) You may receive a full refund for payments made under this Agreement up to the date You notified us of such breach. Should we be found to be in breach of these representations and warranties in any other manner, You shall be entitled, upon your written notification of us, to a full refund for payments made under this Agreement up to the date You notified us of such breach.

EXCEPT AS SET FORTH IN THIS AGREEMENT, WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE WORK.

RIGHTS RETAINED AND DISTRIBUTED:

(a) Materials Owned by You

At all times You retain the exclusive ownership of any materials created or otherwise owned by You, including, without limitation, your existing logos, written content, and trademarks. You agree to grant Us a worldwide, irrevocable non-exclusive, royalty free, non-attribution license to use, reproduce, modify, display, and publish such materials for the purpose of completing the Deliverables and for our promotional uses as described herein.

(b) Third-Party Materials

Any third-party materials used in this Project may come with their own licensing requirements. You agree to abide by all such licensing requirements and respect the rights of the owners of such third-party materials.

(c) Rights Retained by Us

You agree that We retain the exclusive ownership of all preliminary work, including, without limitation, all presentations, writings, ideas, concepts, designs, plans, sketches, markups, wireframes, prototypes, models all and other materials that We conceive or develop in connection with Our Services for You. You may not reproduce or distribute any such preliminary works without Our express written permission.

(d) Rights Distributed to You

We agree that all deliverables and materials developed pursuant to this Agreement and not covered by other arrangements described herein shall be treated as if the development of such deliverable constitutes a “work for hire” and shall be owned by You upon payment of all fees due to Us pursuant to this Agreement.

In the event that any such material is considered not to be a “work made for hire,” upon payment of all fees due to Us, We hereby assign all ownership and other proprietary or rights, title and interest in such deliverables and materials to You, and agree to execute such documents as You may reasonably request, in order to assist You in obtaining and protecting such rights.

We agree that We have no interest in any such materials delivered to You after the payment of all fees due to Us has been made, including, without limitation, any security interest therein, and hereby release to You upon payment of all fees due to Us any interest therein (if any) which may be created by operation of law. Except as otherwise agreed to in writing and as necessary in the performance of this Agreement, We shall have no rights to license, sell or use the deliverables or materials developed under this Agreement.

(e) Authorial Attribution and Showcase of Work

Authorial attribution, if required, shall be made in the manner agreed upon in the attached Statement of Work.

You hereby agrees that We may use any attributed Deliverables as part of Our portfolio and websites, galleries and other media solely for the purpose of showcasing Our work but not for any other purpose. We will not publish any confidential, un-attributed, or non-public work without Your prior written consent.

ASSISTANTS:

We may, at Our own expense, employ or engage the services of such employees, subcontractors, or partners, as We deem necessary to perform the Services (collectively, the “Assistants”). The Assistants are not and shall not be employees of the Client, and You shall have no obligation to provide Assistants with any salary or benefits. We shall be wholly responsible and shall remain liable for the performance of the Services by the Assistants in a manner satisfactory to You.

PAYMENTS AND EXPENSES:

By accepting this Agreement and attached Statement of Work, You agree to the Schedule of Charges listed in the section of the attached Statement of Work titled “Budget.” You agree to make all payments on time and in full. Late or incomplete payments will compound interest at a rate of 1% per month, compounding. Please note that registered nonprofits (US 501(c)3’s or national equivalent) will be given a 30-day grace period before interest begins to compound. In the event that We begin charging interest on a late payment, We will also freeze ongoing work until payment is received. Returned checks will incur a penalty of either $25 or 5% of the balance, whichever is less.

Sometimes projects incur additional expenses, such as research costs, travel expenses, or specialized subcontracted services/products required to complete the project (including but not limited to services such as professional photography or products such as proprietary software licenses required by Your specific needs). We will always make every effort to notify You in advance of any expected additional expenses. When We do incur additional expenses, we pass them along to you using the following formula: (a) individual travel and research expenses less than either 1% of the expected total project budget listed in the Statement of Work or $50, whichever is smaller (the “individual incidental expense allowance”), are written off as “incidental” until such time as the cumulative total of “incidental” expenses goes above 3% of the expected total budget or $150, whichever is smaller (the “cumulative incidental expense allowance”), (b) all non-“incidental” expenses, including all specialized subcontracted services/products, individual research and travel costs greater than the “individual incidental expense allowance,” and any “incidental” expenses in excess of the “cumulative incidental expense allowance” are passed on to you. Travel expenses, such as mileage, airfare, and meals, are passed along at cost or at the rate designated by the Internal Revenue Service, as applicable. Other expenses are passed along at a 50% mark-up. Sometimes it is possible for You to directly purchase items that might be billed as an expense. If that is possible, We will try to inform You so that you can make those arrangements.

LIMITED LIABILITY AND AGREEMENT TO INDEMNIFY:

We agree to indemnify, defend and hold harmless Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through Our gross negligence ; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Our representations, warranties or agreements herein.

You agree to indemnify, defend and hold harmless Soren LLC (and it’s members, employees, agents, and representatives) from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) arising (i) in any manner caused by Your gross negligence; (ii) out of any claim that materials You provided, or any portion thereof, in fact infringe upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Your representations, warranties or agreements herein.

TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, WE SHALL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, OUR PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY YOU TO US UNDER THIS AGREEMENT.

GOVERNING LAW AND DISPUTE RESOLUTION:

This agreement shall be governed in all respects by the laws of the Untied States of America and by the laws of the State of Rhode Island.

In the event of a dispute regarding this Agreement, both parties agree to make every effort to resolve it amicably. If this is not possible, the dispute will be submitted to binding arbitration under the rules of the American Arbitration Association.

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.

FORCE MAJEURE:

Neither party shall be deemed in breach of this Agreement for any delay, cancellation, or damages caused by any Force Majeure, including fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity, any local, state, federal, national, or international law, governmental order or regulation, cyber or hacking attack, act of war, act of terrorism, civil unrest, vandalism, extreme weather, or any other event beyond the control of the parties.

NOTICES:

Any notices to either Party made pursuant to this Agreement shall be made and sent (i) via US mail or a nationally recognized carrier to the other Party’s address on file; (ii) or via e-mail to the other Party’s designated representative. Each Party shall have an independent obligation to provide and update, as necessary, the mail and e-mail address on file for such notices. Notices sent by e-mail shall be deemed effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of submission.

MISCELLANEOUS:

The section and subsection headings used in this Agreement are for convenience only and will not be used in interpreting this Agreement.

EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.  THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

Any term of this Agreement may be amended or waived only with the written consent of the Company.

The parties agree that this Agreement may be signed by manual or facsimile signatures and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

In the event that any provision of this Agreement will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.