PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING SERVICES. BY PURCHASING SERVICES, CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT.
Devex agrees to render consulting services, including but not limited to recruitment, advertising, events, surveys, and content publishing service (Services) to Customer as described in each statement of work signed by the parties (SOW). All SOWs are governed by the terms of this agreement.
- SERVICES FEES.
The fees payable to Devex for the Services will be detailed in a SOW. Customer will pay amounts invoiced plus applicable taxes within 30 days following receipt of an invoice in accordance with this agreement and the SOW.
- WARRANTY DISCLAIMER.
THE SERVICES ARE PROVIDED ‘AS IS’ WITHOUT WARRANTY. DEVEX EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- MUTUAL CONFIDENTIALITY.
a. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information).
b. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care), and it may not disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
c. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
5. PROPRIETARY RIGHTS.
a. Ownership. Unless otherwise stated in the SOW, Devex owns all right, title, and interest in all work product created under each SOW (Deliverable), including all intellectual property rights embodied in the work.
b. License. Subject to the terms of this Agreement, Devex grants Customer a perpetual, non-exclusive, non-transferable license, to the use the Deliverables in its internal business operations.
6. TERM AND TERMINATION.
a. Term. This agreement is a master agreement and will continue in effect until either party terminates this agreement or an SOW in accordance with this Section 6.
b. Termination for Convenience. Either party may terminate this agreement for convenience by providing 30 days prior written notice to the other party; provided however that neither party may terminate an SOW for its convenience, and if this agreement is terminated for convenience during the term of any SOW, that SOW will remain in effect (including all obligations under the SOW such as payment obligations) until its expiration, and this agreement remains in effect with respect to such SOW until its expiration.
c. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
7. LIABILITY LIMIT.
a. Exclusion of Indirect Damages. To the maximum extent allowed by law, Devex is not liable for any indirect, special, incidental, or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of or unauthorized access to data or information; and lost profits, revenue, or anticipated cost savings), even if it knows of the possibility or foreseeability of such damage or loss.
b. Total Limit on Liability. To the maximum extent allowed by law, Devex's total liability arising out of or related to this agreement (whether in contract, tort, or otherwise) does not exceed the amount paid by Customer under the applicable SOW.
8. GOVERNING LAW AND FORUM.
a. Customers In the US. For Customer residing in the United States, this agreement is governed by the laws of the District of Columbia, without regard to conflicts of law principles. All suits or legal proceedings arising under or related to this agreement (Claim) may only be brought in the federal or state courts for the District of Columbia, and User submits to the personal jurisdiction and venue in that state. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
i. Optional Arbitration for Claims Less than $10,000. Notwithstanding the foregoing, for any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may choose to resolve the dispute in a more cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, they must initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: the arbitration will be conducted by telephone, online and be solely based on written submissions, the specific manner will be chosen by the party initiating the arbitration; the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and any judgment on the award rendered by the arbitrator is final and may be entered in any court of competent jurisdiction.
b. Customers Outside the US. For Customers residing outside the United States, this agreement is governed by the laws of the District of Columbia, without regard to conflict of laws principles. Any dispute between User and Devex arising out of or related to this agreement must be determined by binding arbitration in Washington D.C. (in English) under the then current international rules of the American Arbitration Association. Nothing in this agreement prevents either party from seeking injunctive relief in any court of competent jurisdiction. The prevailing party in any arbitration or litigation is entitled to recover its attorneys’ fees and costs from the other party.
9. OTHER TERMS.
a.Entire Agreement and Changes. This agreement and each SOW constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it, however this agreement may be modified through an online process provided by Devex.
b. No Assignment. Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except that the agreement and all SOWs may be assigned, without the consent of the other party, as part of a merger or sale of all or substantially all the businesses or assets of a party.
c. Independent Contractors. The parties are independent contractors with respect to each other.
d. Survival of Terms. All provisions of this agreement regarding payment, confidentiality, limitations of liability, proprietary rights and such other provisions that by fair implication require performance beyond the term of this agreement must survive expiration or termination of this agreement until fully performed or otherwise are inapplicable. The UN Convention on Contracts for the International Sale of Goods does not apply.
e. Enforceability. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.
f. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.
g. Order of Precedence. If there is a conflict between the terms of a SOW and this agreement, the SOW prevails.