Master services agreement

Master services agreement

This agreement is dated 25 march 2023

SSoftTeam OÜ legal entity incorporated under the laws of Estonia, represented by its Chief Executive Officer Mykyta Popov (hereinafter referred to as the “Contractor”), and ________________________ legal entity incorporated under the laws of __________________, represented by its Chief Executive Officer ____________ (hereinafter referred to as the “Customer”), have signed this Non-disclosure Agreement, (the “Agreement”), as follows:

1.     Service

Services. Contractor will provide the following services to Customer:

Nature. This Master Service Agreement (hereinafter “MSA”, “Agreement”) shall act as a base agreement under which the Contractor is obligated to perform work and provide services in accordance with the tasks and requirements of the Customer. This MSA defines general governance issues and allows each project to be added as an attachment or Statement of Work (hereinafter «SOW»).

Delays. If the Contractor anticipates at any time that it will not complete one or more assignments within the prescribed timetable, the Contractor shall:

• immediately so inform Customer by written notice,
• submit proposed revisions to the schedule that reflect the Contractor’s best estimates of what can realistically be achieved and
• continue to provide the Services under the new proposed schedule.

Choice of methods. Subject to the terms of this agreement and any applicable Statement of Work, Contractor shall have complete discretion in the methods and techniques used in rendering Services to Customer, provided that no means or methods used by Contractor to provide the Services shall be in violation of any applicable statute or regulation.

Subcontractors. Contractor may engage subcontractors and/or independent contractors in rendering Services hereunder, provided that such subcontractors and/or independent contractors are subject to written agreements that give effect to the rights and obligations of Contractor under this agreement, including, without limitation, all provisions of this agreement relating to confidentiality and assignment of rights and ownership of intellectual property rights hereunder, and provided further that Contractor shall retain responsibility and liability for any and all acts of such subcontractors and independent contractors.

Rates revision. In the case of satisfactory work of Contractor, individual rates of Contractor’s assigned personnel will be reconsidered every 6 months unless other circumstances require reconsider rates prior to 6 months from Effective SOW Date.

2.     Payments and invoicing

Invoice date. The Contractor shall issue invoices as indicated in the SOW.

Late Payments. If the Customer does not pay invoices when due, the interest on the unpaid amounts 0.5% per day will be charged on the day after payment is due.

Legal Costs. The Customer shall pay for all costs of collecting amounts owed to Contractor under this agreement, including, without limitation, reasonable attorneys’ fees, expenses incurred in preparation for litigation and disbursements.

Payment Dispute. If Customer disputes, in good faith, any amount claimed as payable to Contractor by Customer pursuant to this agreement, Customer shall pay Contractor the undisputed portion and shall give Contractor a 5 business days notice of the disputed amount, specifying the basis of the dispute in reasonable detail.

Payment Acceptance. Payments that are undisputed by the Customer within 5 business days of receipt are considered accepted.

Post-Dispute Payment. Upon resolution of such dispute, Customer shall pay the remaining amount to the Contractor.

Taxes. The amounts payable for Services to Contractor by Customer are to be paid by Customer to the full extent and do not include taxes (income tax, value-added tax, and any other taxes) or bank fees in the country where the Customer resides.

Payment transfers. All payments by all parties are to be transferred by the sending party to the receiving party’s banking account specified in the invoice.

Bank charges. The sending party is responsible to pay any bank charges necessary to transfer the payment from his banking account to the receiving party banking account (including the bank charges imposed by Customer’s bank)

3.     Term and termination

Term. This agreement commences on the Effective Date and will continue until terminated (the «Term»).

At will Termination. Either party may terminate this agreement for any reason on 30 calendar days’ notice to the other party.

Termination of SOW on Notice. Either party may terminate any SOW for any reason on 30 calendar days’ notice to the other party.

4.     Effect of termination

Payment Obligations. Upon the expiration or termination of this agreement, each party shall

• pay any amounts it owes to the other party, including payment obligations for Services already rendered, work already performed, goods already delivered, or expenses already incurred, and
• refund any payments received but not yet earned, including payments for Services not rendered, work not performed, or goods not delivered, expenses forwarded.

Contractor obligations. Upon receipt of notice of such termination, Contractor shall,

• promptly terminate all Services in progress,
• inform Customer of the extent to which performance has been completed through such date,
• collect and deliver to Customer whatever Final Works, Deliverables and other materials produced in the performance of the Services

Survival. Upon termination of this agreement, the obligations of the Parties under agreement Regarding Intellectual Property, Confidentiality, Prohibition of enticement, Call Recording, and Miscellaneous shall survive.

5.     Intellectual property

Final Works. Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, Contractor assigns to Customer all of the Contractor’s Copyrights and Industrial property rights in the Deliverables. The Contractor shall cooperate with the Customer and shall execute any additional documents reasonably requested by Customer to evidence such assignment, and Customer shall reimburse Contractor for Contractor’s reasonable time and out-of-pocket expenses in connection therewith.

Customer Content. Customer Content, including pre-existing Trademarks, shall remain the sole property of Customer or its respective suppliers, and Customer or its suppliers shall be the sole owner of all trademark, trade secrets, patents, Copyrights, and other rights in connection therewith. Customer hereby grants to Contractor a nonexclusive, non-transferable license to use, reproduce, modify, display and publish the Customer Content solely in connection with Contractor’s performance of the Services and promotional uses of the Deliverables as authorized in this Agreement.

6.     Publicity

Publicity. Contractor may use or permit use of the name of Customer or products of the Statement of Work or any similar word or trademark of the Customer or any affiliate in the description or marketing of services or goods by Contractor, its affiliates or their respective directors, officers, shareholders, employees, independent contractors, subcontractors or agents unless Customer objects in writing.

7.     Call recording

Call recording. The contractor may record calls between parties in order to minimize miscommunication and maintain a high level of Services.

Recording availability. The Contractor shall make available any such recording upon Customer’s request.

8.     Limitation of liability and indemnification

Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.

Maximum Liability. The Contractor’s liability under this agreement will not exceed the fees paid by the Customer under this agreement during the 12 months preceding the date upon which the related claim arose.

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

• brought by either a third party or an indemnified party, and
• arising out of the indemnifying party’s willful misconduct or gross negligence.

9.     No exclusivity

No exclusivity. Nothing contained in this agreement shall be construed to create an exclusive relationship between Customer and Contractor.

Independent contractor. The Contractor is retained by the Customer only for the purposes and to the extent set forth in this agreement and the relationship of Contractor to Customer shall be that of an independent contractor. Neither Contractor nor its officers, directors, agents, independent contractors, subcontractors or shall be

• considered employees of Customer or
• entitled to participate in any pension, stock bonus, profit sharing or other benefits provided to employees of Customer.

Other customers. The Contractor retains the right to perform work for others during the term of this agreement. Customer retains the right to cause work of the same or a different kind of services to be performed by its own personnel or other contractors during the term of this agreement.

10.  Dispute resolution

Negotiation. In the event of any controversy or claim arising out of or relating to this agreement, or the breach thereof, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a satisfactory solution.

Choice of forum. The Parties shall first attempt in good faith to resolve any dispute, controversy or claim arising out of or relating to the Agreement by negotiation and consultation between themselves. In the event that such dispute is not resolved on an informal basis within 20 days after one Party provides notice to the other Party of such dispute, the dispute shall be referred to and finally resolved by a mediator appointed by both Parties and located in Estonia. The Parties shall cooperate in good faith and select a mediator mutually acceptable to both Parties. The mediator’s fees shall be paid by both Parties in equal parts, provided, however, that each Party shall bear its own costs in connection with such mediation.

11.  Other terms

Non-solicitation. Each Party agrees that during the term of this Agreement, as well as for one year after its expiration, it may not hire or otherwise engage any employee or subcontractor who has worked for or on behalf of such Party without the written consent of the other Party. Each Party agrees that if it hires or otherwise engages any such employee or subcontractor contrary to the provisions of this paragraph, the guilty Party shall pay to the other Party an amount equal to the annual salary of such employee at the time of his transfer to the other Party.

Assignment. The Contractor may not assign its rights or obligations under this agreement without the prior written consent of the Customer.

Language. All technical and scientific information, technical collaboration documents and information, correspondence, documentation, and all other forms of written or verbal communications between the parties under the agreement shall be in English.

Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

• represent the final expression of the parties’ intent relating to the subject matter of this agreement,
• contain all the terms the parties agreed to relating to the subject matter, and
• replace all of the parties’ previous discussions, understandings, and agreements relating to the subject matter of this agreement.

Amendments, Waiver. No amendment, change or modification of this agreement shall be valid unless it is made in writing and signed by both parties hereto, and any waiver of a failure to perform or a breach shall not operate to waive any subsequent failure to perform or breach.

Precedence of Documents. In the event of a conflict between this agreement and any Statement of Work, this agreement will control, except for

• matters that under the terms of this agreement are to be established in the Statement of Work and
• provisions in the Statement of Work, which by their express terms, are intended to supersede the corresponding provision in this agreement.

Counterparts. This agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

12.  Representations

Existence. Each party is entity incorporated/registered and existing under the laws of the jurisdiction of its respective incorporation/registration.

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party’s performance of its obligations under this agreement.

No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under

• its articles, bylaws, or any unanimous shareholders agreement,
• any Law to which it is subject,
• any judgment, order, or decree of any Governmental Authority to which it is subject, or
• any agreement to which it is a party or by which it is bound.

Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to

• own, lease, and operate its properties, and
• conduct its business as it is now carried on.

No Disputes or Proceedings. There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.

No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

13.  Definitions

When used in this agreement, the capitalized terms listed below shall have the following meanings:

Deliverables: All Documentation and other materials developed for or provided to Customer by Contractor through the performance of Services under this agreement and any Statement of Work issued hereunder. Unless otherwise stipulated in the corresponding Statement of Work, the Software shall be delivered by Contractor to Customer in the source code form via the Internet through the corresponding data transfer protocols with the use of computer systems.

Documentation: Printed material and specifications relating to any Deliverables to be developed or delivered by Contractor and instructions for use of the same and where a Deliverable is software, Documentation shall include, without limitation, documents, reports system and user manuals and guides with respect to the operation, use, maintenance, functions and performance of the software, its object code and source code (both in machine and human-readable formats) including user documentation and detailed design, functional, operational and technical documentation including system flow charts, program flow charts, file layouts, report layouts, screen layouts and source code printouts, working papers, all designs such as those contained in any word processing documents, email or other databases and graphical images in .bmp or .jpg format of user interface designs and any other notes and memoranda in electronic or written format, which were made or obtained in relation to the design and development of such software.

14.  Signatures