Legal Documentation
SANDBOX UNION, LLC
1159 Pittsford Victor Road, STE 140, Pittsford, NY 14534
This Master Services Agreement ("Master Agreement") is between SandBox Union, LLC ("SBU") and the company / corporate entity ("Client") engaging SBU for services.
1Background
This Master Agreement establishes the terms and conditions applicable to SBU's ongoing provision of project development services to Client, which will be further defined and governed by one or more statements of work to this Master Agreement.
2Definitions
3Services
Generally
SBU will provide to Client all Services described in an SOW. Either Client or SBU may offer an SOW for consideration.
Subcontracting
SBU reserves the right to use subcontractors but guarantees and remains responsible for their work.
Non-exclusive
Services are provided on a non-exclusive basis; SBU may perform similar services for others.
4Fees and Payment
Client will pay SBU the fees set forth in each SOW. Unless otherwise stated, SBU will invoice monthly and Client will pay within 30 days of receipt.
5Ownership & IP
Client Ownership
Client shall own all right, title and interest in and to the Work Product upon full payment of all fees due.
SBU's Existing IP
SBU retains all rights to its existing tools, materials, and know-how used to create the work.
6Confidentiality
Each party agrees to hold in confidence all Confidential Information of the other party and to use such information only for purposes of performing its obligations. Protection must be at least reasonable care.
7Representations and Warranties
- ✓Right and authority to enter into Agreement
- ✓Services performed in professional workmanlike manner
- ✓Work Product conforms substantially to specifications
8Term & Termination
9Indemnification
Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party from claims arising out of the Indemnifying Party's breach, negligence, or wrongful acts.
10Limitation of Liability
EXCEPT FOR INDEMNIFICATION OR CONFIDENTIALITY BREACHES, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT/CONSEQUENTIAL DAMAGES. LIABILITY LIMITED TO AMOUNT PAID TO SBU FOR THE PROJECT/SOW.
11Insurance
Each party maintains:
- General Liability ($1,000,000 limit)
- Worker's Compensation (per state law)
12Non-Solicitation
Restrictive Period: 6 months following termination. Neither party will hire or solicit the other party's employees.
13Miscellaneous
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