Devmatics Engagement Letter

The general terms, policies, disclosures, warranties, and conditions of the professional services of Devmatics, LLC.

These terms and conditions are subject to change at anytime with or without notice.

INTRODUCTION

The Client (Company, Customer, Client, You) wishes to use the services of Devmatics, LLC., an Oregon Limited Liability Corporation, (Contractor, Consultant, Us), and the Contractor desires to provide services to the Company, on the terms and conditions provided in this Agreement.

SCOPE OF SERVICES & RESPONSIBILITIES

Devmatic’s most direct relationship will be the development of the client’s technology products, services, processes, solutions, client projects, and internal projects. Devmatics will be responsible for the following:

  1. Assistance with the development and build-out of internal management systems and client systems.
  2. Assistance with the development of client and internal infrastructure projects using Amazon Web Services (AWS), RackSpace, or other hosting providers.
  3. Assistance with onboarding of the Company’s clients to the Company’s platforms, solutions, software, and services.
  4. Project management of designated client and Company projects.
  5. Assisting the internal teams with various on-going technology and business projects.
  6. Supporting on-going sales and marketing efforts for Company products.
  7. Development of new Company products and enhancements to existing products.
  8. Communicate on a regular basis the status of any on-going and future work.
  9. Any other reasonable request related to the development of the Company’s products, services, processes, solutions, and client projects.

The client will be responsible for the following: 

  1. Supporting on-going sales, marketing, support, and administrative operations.
  2. Retaining a capable internal sales, development, operations, accounting, and human resources team.
  3. If necessary, providing any specialized software, services, hardware, or equipment necessary to complete the required tasks to the Partner.
  4. Being in compliance with all regulatory, local, state and federal laws, rules and regulations.
  5. Paying all relevant taxes, fees and financial obligations to regulatory, local, state, and federal agencies.
  6. Retaining any relevant insurance to cover the operations of the company.
  7. Retaining any necessary licenses to cover the operations of the company.
  8. Paying any 3rd party vendor (e.g. hosting, domain registration, software licensing, etc.) fees on-time.
  9. Communicating on a regular basis the status of any ongoing and future work.
  10. Any other reasonable request to assist with the support of on-going operations.

COMPENSATION

Our standard billing rate for any client service is $175 USD per hour. Unless previously agreed upon with the client. Our time is billed in 30 minutes increments. Clients are responsible for any out-of-pocket costs incurred by Devmatics. 

Devmatics bills on the last day of the month for all services incurred that month. Payment terms are due upon receipt unless previously agreed upon with the client. All payments must be in United States Dollars. Acceptable forms of payment include checks, ACH transfers, or wire transfers. 

The client will reimburse Devmatics for any out-of-pocket expenses directly related to fulfilling the scope of this agreement (e.g. travel, special software, subscription fees, etc.). The costs will be billed at their incurred rate and will be included on monthly inv6oices. The contractor will seek prior approval before any major reimbursable expenditure. A major reimbursable expenditure would be over $500 USD.

The client acknowledges and agrees that the Contractor is not required to continue work in the event of The client’s failure to pay on a timely basis for services rendered as required by this agreement. The client further acknowledges and agrees that in the event Contractor’s stops work or withdraws from this engagement as a result of The client’s failure to pay on a timely basis for services rendered as required by this engagement letter; Contractor shall not be liable to the client for any damages that occur as a result of ceasing to render services. The contractor reserves the right to assess late payment, service and interest fees in the event of non-payment. 

Upon termination of a client engagement, all fees, and reimbursable expenses become immediately due. If the payment arrangement is based on a regular retainer, the full amount of that period’s retainer will be due at the point of notice regardless if there are days left in the period.

GENERAL WORK TIMELINE & HOURS

Unless otherwise previously agreed upon, Devmatics general work hours are 8AM PT to 5PM PT, Monday through Friday with the exception of US holidays. 

Devmatics at its sole desecration will determine the priority and timeline for client requests. Devmatics will make every effort to communicate the status and progress of a client request. 

INDEPENDENT CONTRACTOR

Devmatics is an independent contractor to the Client. Devmatics shall determine the manner in which the services are to be performed, the allocation of the workload amongst its resources, the location of where services are performed, and the specific hours to be worked by its staff.

Further, Devmatics is not and will not be considered as an agent or employee of the Client for any purpose. The Client is not responsible for and will not deduct or withhold from payments to Contractor any amounts for federal or state taxes, FICA, insurance, or any other deductions or withholdings for employees; and Devmatics shall be exclusively responsible for paying all such items in a timely manner as may be required by applicable law.

EMPLOYEES AND SUBCONTRACTORS

Devmatics’s employees or subcontractors, if any, who perform services for the client under this Agreement shall also be bound by the provisions of this Agreement. Devmatics will be solely responsible for directing the work of any party under their direct management.

NO AGENCY OR OTHER RELATIONSHIP

Nothing in this Agreement is intended to or shall create a partnership, joint venture or any other relationship; and neither Devmatics nor the Client shall have the right or authority to act on behalf of or to bind the other party to any obligation or liability as an agent or otherwise. 

IMDEMNITY

To the extent We are acting on behalf of the Company and at the direction of management, the Company agrees to indemnify Us for any damages that may result from our good faith actions.

OWNERSHIP OF SOURCE CODE AND INTELLECTUAL PROPERTY

Unless otherwise agreed upon Devmatics is the sole owner of any intellectual property, source code, proprietary methods, etc. generated on-behalf of a client. The client is granted a worldwide, perpetual, royalty-free license to use the intellectual property generated by Devmatics inside their organization. 

 

Devmatics reserves the right to use any code internally created for other client engagements or for any other projects. 

MUTUAL CONFIDENTALITY

The company understands that the Devmatics in the course of its business has access to, receives and develops confidential information. “Confidential information” means all information not already in the public domain, of whatever kind or nature, whether related to the Company or to the conduct of the business of the Company, including but not limited to financial statements, budgets, appraisals, credit reports, inventories, analyses, estimates, projections, processes, formulae, data, specifications, computer programs, source code, databases, software, know-how, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, strategies, forecasts, new products, correspondence, e-mails, documents, contracts, reports, proposals, prices, costs, and customer lists.

Additionally, the Company will follow the same terms with respect to any confidential information provided by the Devmatics.

MUTUAL NONDISCLOSURE AND RETURN

Except as expressly authorized in writing by a Company manager, Devmatics (i) shall not at any time disclose Confidential Information to anyone except Company managers and employees, (ii) shall restrict disclosure of Confidential Information to Company employees to only those persons having a need to know of the Confidential Information for pursuit of the business of the Company relating to the Confidential Information, and (iii) shall not at any time use any of the Confidential Information for any purpose other than in the performance of Devmatics’s services to the Company. Devmatics acknowledges and agrees that the Confidential Information, and all records, documents, writings, notes and other materials relating to the Confidential Information, in whatever medium or form, are the exclusive property of the Company; and Devmatics further agrees that, immediately upon the termination of this Agreement for whatever cause or reason, the Devmatics shall deliver to Company, whether or not specifically requested to do so by Company, all such materials as are in Devmatics’s possession or control.

Additionally, the Company will follow the same terms with respect to any confidential information provided by the Devmatics.

THIRD PARTY LIABILITY ACKNOWLEDGEMENT

The Devmatics will provide guidance, recommendations, development, and consulting services to the Company regarding technology. However, the ultimate responsibility of the continuity of operation of the IT systems of the Company and it’s clients remains with the Company. This includes but not limited to components such as security, intrusion prevention, end-user support, legal compliance, tax compliance, labor compliance, help desk support, maintenance, data backup, and management.

Additionally, Devmatics disclaims any liability associated with any 3rd party provider the Devmatics might engage for the benefit of the Company. This includes but not limited to services such as infrastructure providers, web hosting, email hosting, telecommunication hosting, managed services of the client’s account, remote backup services, payment processing, and other related technical and professional services.

LIMITATION OF LIABILITY

Devmatics and its licensors shall not be liable to customer or any third party for any loss of profits, revenue or goodwill, costs of procurement of substitute goods or services, loss or interruption of business, loss of anticipated savings, or loss of data, or any indirect, exemplary, punitive, special, incidental or consequential damages of any kind arising from or related to this agreement, however caused and regardless of the form of action whether in contract, tort (including negligence), strict product liability or any other legal or equitable theory even if Devmatics has been advised of the possibility of such damages. In no event will Devmatics’s aggregate cumulative liability for any claims arising out of or related to this agreement exceed the fees paid to Devmatics by customer hereunder for the then-current support term.

WARRANTIES

Our work is warrantied against all bugs in our code. If the issue is an external factor, the client’s system causing an issue, an issue with a 3rd party system, etc., then we will have an open dialog about covering repair times.

It is to be noted that any tasks or enhancements or feature specification change or architecture changes related task beyond the functional requirements given in this agreement, shall not be considered as bugs or defects in the code, and those shall be done by Devmatics by taking separate time efforts and billed at our standard support rate.

Devmatics shall have no obligation to investigate or correct problems (including errors) that cannot be reproduced by Devmatics based on information provided by Client, or that cannot be remedied due either to the operational characteristics of the computer equipment on which the Software is used; or to modifications to the Software made by Client or any third party.

Devmatics will use commercially reasonable efforts to provide the services under this Agreement; however, Client acknowledges that Devmatics cannot guarantee that every question, problem, issue or Error reported by Client can or will be resolved. Nothing in this Agreement shall expand or add to any warranty for the Software. The terms of this Agreement, including without limitation, any obligation of Devmatics to provide support and maintenance hereunder, apply to Clients purchasing support and maintenance for Software licensed directly from Devmatics. Except as otherwise agreed to in writing, this Agreement shall not apply to, or obligate Devmatics to provide, any support and maintenance services for Devmatics products.

NO END USER SUPPORT AND MAINTENANCE

Unless previously agreed upon, Devmatics has no obligation to provide any support and/or maintenance services to the Client’s licensees, end-users, customers, or any other third party.

DISCLAIMER

Devmatics and its licensors provide no warranty, express, implied, or statutory including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title or non-infringement of Third party rights related to the updates, patches, upgrades, workarounds or any software, services, maintenance services or support that may be provided hereunder.

GOVERNING LAW & JURISDICTION

This Agreement and all other disputes or issues arising from or relating in any way hereto shall be governed by the laws of the State of California, irrespective of the choice of law rules of any jurisdiction.

SEVERABILITY

If any court of competent jurisdiction declares any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall remain fully enforceable. To the extent that any court concludes that any provision of this Agreement is void or voidable, the provision shall be reformed to render it enforceable, but only to the extent necessary to render the provision enforceable, and in view of the parties’ express desire that Company be protected to the greatest extent possible under applicable law in its rights to the Work, against disclosure or misuse of the Confidential Information, and against Contractor’s violation of the nonsolicitation covenants provided herein.

VENUE AND COSTS

Any action arising from or relating in any way to this Agreement shall be tried only in the Oregon state or federal courts. Devmatics consents to jurisdiction and venue in those courts to the greatest extent possible under applicable law. The prevailing party in any action to enforce any provision of this Agreement shall recover all costs and reasonable attorneys’ fees incurred in connection with the action.

SURVIVAL

All the rights, obligations and remedies of the parties as set forth herein shall survive the termination of this Agreement, for whatever cause or reason.

NOTICES & QUESTIONS

Any notices or questions on this agreement should be directed to the management of Devmatics. The client is welcome to reach out by phone, mail, or email.