1.1 Services. AutomationFix agrees to provide the consulting services described in Exhibit A hereto (hereinafter “SOW”). In the event of any conflict between this Agreement and any SOW, this Agreement shall control.
1.2 Conduct of Services. All work shall be performed in an ethical and professional manner consistent with industry standards.
1.3 Method of Performing Services. AutomationFix shall have the right to determine the method, details, and means of performing the work to be performed for Clients. Clients shall, however, be entitled to exercise general power of supervision and control over the results of work performed by Consultant to assure satisfactory performance, including the right to inspect, the right to stop work, the right to make suggestions or recommendations as to the details of the work, and the right to propose modifications to the work. However, any change in direction may result in a change in timeline expectations. As a result, it is recommended to only make changes on the weekly assessment call.
1.4 Scheduling. The services provided by AutomationFix are expected to require a substantial part of AutomationFix available business time and availability. AutomationFix will use its best efforts to accommodate work schedule requests.
1.5 Reporting. The Client and AutomationFix shall develop appropriate administrative procedures for coordinating with each other.
2.1 Term. The term of this Agreement shall commence on the Effective Date set forth in the signed SOW.
2.2 Termination. This Agreement may be terminated by either party upon written notice without cause. Termination of services requires a 30 days notice.
3.1 Fees. In consideration of the services to be performed by AutomationFix, AutomationFix shall be entitled to compensation as described in the signed “SOW”. All compensation shall be paid in accordance to the payment schedule set forth in the signed SOW. All payments must be paid in full to AutomationFix within 72 hours of receipt of invoice.
6.1 Ownership of Work Product. All Work Product shall be considered work(s) made by AutomationFix for hire for the Client and shall belong exclusively to the Client. If by operation of law any of the Work Product, including all related intellectual property rights, is not owned in its entirety by the Client automatically upon creation thereof, then AutomationFix agrees to assign, and hereby assigns, to the Client the ownership of such Work Product, including all related intellectual property rights.
6.2 Work Product Defined. As used herein, the term “Work Product” shall mean any programming, documentation, data compilations, or reports, produced as a result of AutomationFix work or delivered by AutomationFix in the course of performing that work.
7.1 No Conflict. AutomationFix represents and warrants that it has no obligations to any third party which will in any way limit or restrict its ability to perform consulting services to the Client hereunder. AutomationFix agrees that it will not disclose to the Client, nor make use in the performance of any work hereunder, any trade secrets or other proprietary information of any third party, unless AutomationFix may do so without AutomationFix or the Client incurring any obligation (past or future) to such third party for such work or any future application thereof.
8.1 Force Majeure. AutomationFix shall not be liable to the Client for any failure or delay caused by events beyond AutomationFix’s control, including, without limitation, the Client’s failure to furnish necessary information, sabotage, failure or delays in transportation or communication, failures or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel, raw materials or equipment, or technical failures.
8.2 Governing Law. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Florida as they apply to a contract entered into and performed in that State.
8.3 Notices. All notices required or permitted hereunder shall be in writing addressed to the respective parties as set forth herein, unless another address shall have been designated, and shall be delivered by hand or by registered or certified mail, postage prepaid.
8.4 Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by the party sought to be bound.
8.5 Indemnification. The Client shall defend, indemnify and hold harmless AutomationFix from and against all claims, liability, losses, damages, and expenses (including attorneys’ fees and court costs) arising from or in connection with the use or application of AutomationFix work by the Client or any direct or indirect purchaser or licensee of the Client. AutomationFix shall indemnify, defend and hold harmless the Client, its directors, and employees from and against any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorney’s fees) and liabilities of, by, or with, respect to, third parties (“any claims”), to the extent they arise or are alleged to arise, from intentional or negligent acts or omissions of the AutomationFix, AutomationFix’s subconsultants, Consultant’s suppliers, and/or Consultant’s employees, arising under this Agreement or in any way related to performance hereof. AutomationFix shall provide the Client with indemnifications as may be reasonably required by the Client and in a form reasonably satisfactory to the Client, covering the entities with whom the Client contracts. The obligations of the indemnifications extended by AutomationFix to the Client shall survive the termination or expiration of this Agreement. In no event shall either Party be liable to the other for payment of any special, incidental, indirect or consequential damages, even if the other Party has been informed in advance of the possibility of such damages.
