Bituin, LLC dba MVP.dev
CLIENT SERVICE AGREEMENT
THIS CLIENT SERVICE AGREEMENT is made by and between BITUIN, LLC dba MVP.dev (hereinafter “Bituin” and/or “Company”), located at 2000 PGA Boulevard Suite 4440, Palm Beach Gardens, FL 33408 and you (hereinafter the “Client”) (collectively referred to herein as the “Parties”).
WHEREAS, Bituin has expertise and experience in areas beneficial to the Client, including, but not limited to, the design, development, and delivery of technological solutions using Microsoft technologies, and desires to consult with the Client in its area of expertise; and
WHEREAS based on Bituin’s expertise and experience, the Client desires to retain the services of Bituin, and Bituin desires to render such services on the terms and conditions set forth below.
IN CONSIDERATION of the foregoing and of the mutual covenants set forth below, the Parties, intending to be legally bound, agree as follows:
- RETENTION AS CONTRACTOR. The Client hereby retains Bituin, and Bituin hereby agrees to render services to the Client, upon the terms and conditions set forth herein.
- DUTIES. Bituin shall provide the following services to the Client (the “Services”) as outlined in Exhibit A which is attached hereto and incorporated herein by reference.
- INDEPENDENT CONTRACTOR STATUS. The Parties recognize that Bituin is an independent contractor and not an employee, co-venturer, or representative of the Client. The client shall not withhold any funds from Bituin for tax or other governmental purposes, and Bituin shall be responsible for the payment of the same.
- CONTRACTOR COMPENSATION. The Parties agree that Bituin shall be paid as outlined in Exhibit A which is attached hereto and incorporated herein by reference. Bituin may revise the fees provided in this Agreement (a) if Client requirements or any client-provided information is inaccurate or incomplete; (b) if the Client revises Bituin’s responsibilities or the work specifications, instructions, procedures, assumptions, processes, and requirements; or (c) for such other reasons as determined by Bituin and agreed to by Client at the time of determination. Should Bituin alter its monthly retainer fee, Bituin shall notify the Client thirty (30) days in advance of such monthly retainer fee increase.
- TERM & TERMINATION.
5.1 Term. The term of this Agreement will begin on the date of this Agreement and will continue until the Services are completed by Bituin.
5.2 Survival. Upon such termination, all rights and duties of the Client and Bituin toward each other shall cease except Client will pay, within thirty (30) days after the effective date of termination, all amounts owing to Bituin for Services completed and accepted by Client prior to the termination date and relate expenses, if any.
- WORK PRODUCT & LICENSE.
6.1 Defined. In this Agreement, the term “Work Product” shall mean all work products generated by Bituin solely or jointly with others in the performance of the specific Services provided by Bituin to the Client.
6.2 Ownership. The company agrees to assign and does hereby assign to the Client all rights, title, and interest in and to the Work Product. All Work Product shall be the sole and exclusive property of Client and Bituin will not have any rights of any kind whatsoever such Work Product.
6.3 License. In the event that Bituin integrates any work that was previously created by the Bituin into any Work Product, Bituin shall grant to, and Client is hereby granted, a worldwide, royalty-free, perpetual, irrevocable license to exploit the incorporated items, including, but not limited to, any and all copyrights, patents, designs, trade secrets, trademarks or other intellectual property rights, in connection with the Work Product in any matter that Client deems appropriate.
- HOLD HARMLESS. The client agrees to hold Bituin harmless against any and all claims for loss, liability, damages, judgments, and/or civil charges arising out of or in connection with or arising out of the acts or negligent omissions of the Client.
- LIMITATION OF LIABILITY. Bituin shall not be liable to the Client for any special, indirect, incidental, punitive, or consequential damages arising from or related to this Agreement, including loss of revenue, profits, or other benefits, and claims by any third party. The foregoing limitation applies to all causes of action in the aggregate, including without limitation breach of contract, breach of warranty, negligence, strict liability, and other torts.
- AMENDMENTS. This Agreement replaces and supersedes all prior consulting agreements, and any other agreements relating to the subject matter hereof, between the Parties to this Agreement. No alteration, modification, amendment, or other change of this Agreement shall be binding on the Parties unless in writing, approved, and executed by the Company and an authorized representative of the Client whether by operation of law or otherwise.
- GOVERNING LAW & DISPUTE RESOLUTION.
10.1 This Agreement shall be governed by and interpreted, construed, and enforced in accordance with the laws applicable in the State of Florida, excluding conflicts of laws principles.
10.2 Arbitration of Disputes Required (in lieu of litigation). Any dispute or claim that arises out of or relates to this Agreement, or that relates to the breach of this Agreement or that arises out of or that is based upon this Client Service Agreement shall be resolved by arbitration in accordance with the then effective arbitration rules of (and by filing a claim with) the American Arbitration Association (“AAA”), and judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof. Any such arbitration proceedings shall solely be conducted in the State of Florida.
- INVALIDITY. The terms of this Agreement shall be severable so that if any term, clause, or provision hereof shall be deemed invalid or unenforceable for any reason by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the remaining terms, clauses, and provisions hereof, the Parties intending that if any such term, clause or provision were held to be invalid prior to the execution hereof, they would have executed an agreement containing the remaining terms, clauses, and provisions of this Agreement.
- WAIVER OF BREACH. The waiver by either party hereto of any breach of the terms and conditions hereof will not be considered a modification of any provision, or shall such a waiver act to bar the enforcement of any subsequent breach.
- HEADINGS. The headings contained in this Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this Agreement.
- ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties hereto and supersedes all existing contracts or agreements, written or oral, between the Parties hereto.
- NOTICE. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered were delivered in person or delivered via email.
- WARRANTY. As an inducement for Client to enter into this Agreement, Bituin represents and warrants to Client that all services, work, and deliverables to be performed hereunder shall be performed in a professional and workmanlike manner, in accordance with the highest industry standards.
- STANDARD OF PERFORMANCE. Bituin shall perform the Services in accordance with standards of care, skill, and diligence consistent with (a) recognized and sound consulting practices, procedures, and techniques; (b) all applicable laws and regulations; (c) the degree of knowledge, skill and judgment normally exercised by professional firms and individuals with respect to services of a similar nature.
- VOLUNTARY AGREEMENT. The client acknowledges that the Client has had an opportunity to consult with an attorney concerning the meaning, import, and legal significance of this Agreement, has read this Agreement, as signified by the Client’s signature hereto, and is voluntarily executing this Agreement.
- CONFIDENTIALITY AND NON-COMPETE.
19.1 Defined. “Confidential Information” means any non‑public information that relates to the actual or anticipated business, research, or development of Client and any proprietary information, trade secrets, and know‑how of Client that is disclosed to Company by Client, directly or indirectly, in writing, orally, or by inspection or observation of tangible items. Confidential Information includes, but is not limited to, research, product plans, products, services, customer lists, development plans, inventions, processes, formulas, technology, designs, drawings, marketing, finances, and other business information, including the existence and terms of this Agreement. Confidential Information is the sole property of the Client.
19.2 Nondisclosure and Nonuse. The company will not, during and after the term of this Agreement, disclose the Confidential Information to any third party or use the Confidential Information for any purpose other than the performance of the Services on behalf of the Client. The company will take all reasonable precautions to prevent any unauthorized disclosure of the Confidential Information including, but not limited to, having each employee of the Company, if any, with access to any Confidential Information, execute a nondisclosure agreement containing terms that are substantially similar to the terms contained in this Agreement.
19.3 Non-Competition. During the term of this Agreement and for one year after the termination of this Agreement, Company will not directly or indirectly, for itself or any third party other than Client, perform any of the following actions: (a) solicit sales of any Competing Product from any of Client’s customers; (b) entice or otherwise engage in any activity that would cause any vendor, Company, collaborator, agent, or Company of Client to cease its business relationship with Client; or (c) solicit or encourage any employee or Company of Client or its affiliates to terminate employment with, or cease providing services to, Client or its affiliates.
STATEMENT OF WORK
- 1. CLIENT CONTACT. Bituin’s principal Client contact during the term of this Agreement will be:
Name: Joseph Parame, Client Support Manager
Email: [email protected]
- 2. DURATION. This Statement of Work shall remain in effect until either party terminates this Agreement in accordance with the terms and conditions of Paragraph Five (5) of the Agreement attached hereto. The terms of this Statement of Work, including services and compensation, may be amended upon the mutual written consent of the Parties.
- SERVICES PROVIDED BY BITUIN TO CLIENT. Services to be rendered are detailed in the Scope of Work.
- 4. COMPENSATION.
4.1 Additional Services. If, and to the extent that, the Client requests Bituin to render services on behalf of the Client other than those required to be rendered under this Agreement or above the hours listed, such additional services shall be compensated separately at $75/hr.
4.2 Refunds. 7 days money-back guarantee. All sales are final after 7 days.