§1. Description and Scope of Agreement.
All services provided under this contract shall be defined in a Statement of Work that is clearly
identified with this contract. If the terms of the Statement of Work differ from the Agreement,
notice must be given to the point of contact, in the manner of, and at the locations outlined in the
addresses section below.
§2. Contents of Agreement.
This Agreement consists of (1) this document, including all terms and conditions listed herein, (2)
any Statement of Work entered into under this Agreement, and (3) any services description
entered into under this agreement.
The documents identified in this section of this Agreement constitute the entire agreement
between the parties to this Agreement concerning the subject matter hereof, and supersede any
other prior and contemporaneous communications. The terms of these documents shall control in
the following order: (i) this Agreement, and (ii) any Statement of Work or Services Description.
The terms of any purchase order or any general terms and conditions the Customer or its
Subdivisions maintain, other than those mandatory terms required by statute or regulation, do not
apply. This Agreement can be changed only by an amendment signed by both parties.
§ 3. Definitions.
In this agreement:
An “Affiliate” is any legal entity owned by CodeFirm LLC, that owns CodeFirm LLC, or is under
common ownership with CodeFirm LLC.
“Confidential Information” is information marked or otherwise identified in writing by a party to
this contract as proprietary or confidential or that, under the circumstances surrounding the
disclosure, ought in good faith to be treated as proprietary or confidential. Confidential Information
includes non-public information regarding either party’s products, features, marketing and
promotions, and the negotiated terms of our agreements, except as otherwise required by action
of law. All beta products are confidential unless excepted in the section regarding Confidential
Information later in this agreement. Confidential information does not include information which:
(i) the recipient developed independently; (ii) the recipient knew before receiving it under the
relevant agreement; or (iii) is or subsequently becomes publicly available or is received from
another source, in both cases other than by a breach of an obligation of confidentiality.
“Customer” is defined as the company, organization, board, or agency referred to in Description
and Scope of this Agreement and that has signed this Agreement with CodeFirm LLC.
“Customer” also refers to any subdivision of the Customer that signs a Statement of Work or
services description under this Agreement.
“Fixes” are bug fixes, workarounds, patches, beta fixes and beta builds of software products.
“Partners” are companies, organizations, or other entities within the same industry as CodeFirm
LLC with which CodeFirm LLC has an ongoing, legally defined professional or commercial
“CodeFirm LLC” refers to the division of CodeFirm LLC that has signed this Agreement or an
affiliate that signs a Statement of Work or services description under this Agreement.
“Service Deliverables” are computer code and related materials, other than fixes provided to
the Customer as a part of the performance of services.
“Services” are professional services as provided under this contract, and may include
development, product support, or consulting services.
A “Services Description” is an agreement entered into by CodeFirm LLC and the Customer
under the terms of this agreement for the purpose of obtaining support services, to be provided to
the Customer by CodeFirm LLC. A Statement of Work is a valid part of this agreement only if it
directly references this agreement by number.
A “Statement of Work” is an agreement entered into by CodeFirm LLC and the Customer under
the terms of this agreement for the purpose of obtaining professional consulting services, to be
provided to the Customer by CodeFirm LLC. A Statement of Work is a valid part of this
agreement only if it directly references this agreement by number.
A “Subdivision” is any agency, board, commission, corporation, partnership, department,
instrumentality, division, unit or other office that is supervised by or is part of the Customer, or
which supervises the customer or of which the customer is a part. If the customer is a
government entity, Subdivision may include, as mandated by law, any county, borough,
commonwealth, city, municipality, town, township, special purpose district, or other similar type of
governmental instrumentality located within the Customer’s jurisdiction and geographic
boundaries, provided that a state and its Subdivisions shall not, for purposes of this definition, be
considered to be Subdivisions of the Federal government or its Subdivisions.
A “Work Order” is the same as a Statement of Work for the purposes of this agreement.
Certain other terms are defined as set forth elsewhere in this agreement.
CodeFirm LLC agrees to provide product support and consulting services under the terms and
conditions of this Agreement. The precise scope of any services to be provided under this
Agreement will be specified in Statements of Work (for consulting services) or Services
Descriptions (for support services) entered into under this Agreement. The customer or any
subdivision of the Customer may enter into Statements of Work and/or Services Descriptions
under this Agreement with the division of CodeFirm LLC signing this agreement, or any other
division or affiliate of CodeFirm LLC. CodeFirm LLC’ ability to deliver the services described in
Statements of Work and/or Services Descriptions depends upon full and timely cooperation by
the Customer and the Customer’s staff, as well as the accuracy and completeness of any
information provided. This Agreement does not obligate either CodeFirm LLC or the Customer to
enter into any specific Statement of Work or Services Description.
During the term of a Services Description, CodeFirm LLC may add support for new products,
made by CodeFirm LLC or one or more of its partners, or discontinue support for products that
are obsolete or for which the intellectual property rights are sold to another company with no
partner relationship to CodeFirm LLC. If CodeFirm LLC discontinues support for a product, it must
give the Customer six months notice prior to the discontinuance of services, unless it is legally
bound to discontinue services. If CodeFirm LLC sells to another entity the intellectual property
rights to one or more of its products, it will give the Customer notice of the sale under the terms of
this Agreement and will either arrange for the purchasing entity to continue the support
immediately or continue support itself for 90 days to give the Customer time to make alternative
There may be cases where the Customer’s implementation of a product or group of products
cannot be effectively supported. As part of providing the support services, CodeFirm LLC will
notify the customer if it determines that such a situation exists. If the customer is unwilling to
modify the implementation to make it effectively supportable within 30 days after notice from
CodeFirm LLC that the implementation cannot be supported, CodeFirm LLC will not be obligated
to provide additional support services for that particular implementation.
§5. Support for Unlicensed Products.
CodeFirm LLC will not provide support services of any kind for products, either hardware or
software, that are not validly licensed.
§6. Fees and Expenses Incurred in Performance of this Agreement.
The Customer agrees to pay CodeFirm LLC the fees described in each work order and services
description. Unless such expenses are specifically included in the rates provided to the customer
as an attachment to this Agreement, or are unambiguously waived in the specific Statement of
Work under which the services are performed, the Customer also agrees to pay reasonable outof-
pocket travel and living expenses (if any) as required in the performance of services under this
Agreement. If the customer is a government entity, CodeFirm LLC shall comply with the
requirements of law in the Customer’s jurisdiction regarding the amount of, calculation of, and
payment of travel and living expenses.
The Customer agrees to pay invoices issued under this agreement within 30 days of the date of
the invoice. CodeFirm LLC will not change its fees during the term of a Statement of Work or
Services Description. However, CodeFirm LLC may adjust fees prior to entering any Statement of
Work or Services Description. CodeFirm LLC’ fees exclude taxes, duties, tariffs, value added
taxes or other governmental charges required by law, and such applicable taxes or fees will be
billed to and paid by the Customer. CodeFirm LLC is responsible for taxes based upon its own
personal property ownership and net income. CodeFirm LLC is authorized under this Agreement
to assess a finance charge of the lesser of 1.5% per month or the highest amount allowed by law
on all past due amounts. Failure to pay for more than 60 days after the date of invoice shall be a
material breach of this Agreement.
§7. Restrictions on Use.
The customer may not:
1. Rent, lease, lend or host service deliverables, except where CodeFirm LLC agrees by written
2. Reverse engineer, decompile or disassemble fixes or service deliverables, except to the extent
expressly permitted by applicable law despite this limitation or where CodeFirm LLC agrees by
3. Transfer licenses to, or sublicense, fixes or service deliverables to the U.S. Government.
The Customer acknowledges that software licensed under this agreement is of U.S. origin. The
Customer agrees to comply with all applicable international and national laws that apply to these
products, including the U.S. Export Administration Regulations, as well as end-user, end-use and
country destination restrictions issued by U.S. and other governments.
Neither party grants the other the right to use any trademarks, trade names, or other designations
in any promotion or publication without express written consent by the other party.
§8. Ownership and license.
Software and materials provided by CodeFirm LLC in connection with the services will be
provided subject to the following provisions:
a. Consulting Services. Each Statement of Work will specify the rights in computer software and
materials delivered under it.
b. Support Services. Use of any fixes is defined by the product use rights for the affected
product or, if the fix is not provided for a specific product, any other use terms provided by
CodeFirm LLC on the provider of the product. All fixes are licensed to the Customer. CodeFirm
LLC will provide the Customer with a copy of the applicable product use rights or other use terms,
or it will make them available to the Customer either by publication on the World Wide Web at a
site identified to the Customer or by some other reasonable means. The Customer acknowledges
that it has access to the World Wide Web. CodeFirm LLC may also provide other computer
software and materials, as limited by the terms of this contract, in connection with support
services. The services description will specify the rights in the computer software and materials
for those services. CodeFirm LLC does not transfer ownership rights in any licensed products and
it reserves all rights not expressly granted.
§9. Confidentiality and Disclosure.
For a period of five years after disclosure, neither party will use the other’s confidential
information without the other’s written consent except in furtherance of the relationship created by
this Agreement or subsequent agreements or disclose the other’s confidential information except
(i) to obtain advice from legal or financial consultants, or (ii) if compelled by law, in which case the
disclosing party will use its best efforts to give the other party notice of the requirement so that the
disclosure can be contested. The Parties to this Agreement will take reasonable precautions to
safeguard each other’s confidential information. Such precautions will be at least as great as
those each take to protect their own confidential information. The Parties to this Agreement will
disclose each other’s confidential information to their respective employees or consultants only on
a need-to-know basis and subject to the confidentiality obligations imposed here. When
confidential information is no longer necessary to perform any obligation under any of the
agreements, each party will return it to the other or destroy it at the other’s request.
Notwithstanding any other provision of this Section and if the Customer is a government entity,
the Customer may disclose the terms and conditions of this agreement in accordance with the
requirements of any public records law.
§10. Retained Rights Regarding Confidentiality and Disclosure.
The Parties to this Agreement are free to develop products independently without the use of the
other’s confidential information. Neither party is obligated to restrict the future work assignments
of people who have had access to confidential information. In addition, these people are free to
use the information that they remember related to information technology, including ideas,
concepts, know-how or techniques, so long as they do not disclose confidential information of the
other party in violation of this agreement. This use shall not grant either party any rights under the
other’s copyrights or patents and does not require payment of royalties or separate license. The
Parties to this Agreement may provide suggestions, comments or other feedback to the other with
respect to the other’s confidential information. Feedback is voluntary and the receiving party is
not required to hold it in confidence. The receiving party will not disclose the source of feedback
without the providing party’s consent. Feedback may be used for any purpose without obligation
of any kind.
§11. Cooperation in the Event of Disclosure of Confidential Information.
The Parties to this Agreement mutually agree to immediately notify the other upon discovery of
any unauthorized use or disclosure of confidential information and agree to cooperate in any
reasonable way to help the other regain possession of the confidential information and prevent
further unauthorized use.
§12. Knowledge Obtained or Derived.
CodeFirm LLC may use any technical information derived from providing the services relating to
problem resolution, troubleshooting, product functionality enhancements and fixes, for our
knowledge base. CodeFirm LLC agrees not to identify the Customer or disclose any of the
Customer’s confidential information in any item in the knowledge base.
§13. Independent Contractor Subcontractors.
CodeFirm LLC provides services as an independent contractor, and will be responsible for any
and all social security, unemployment, workers’ compensation and other withholding taxes for all
of its employees. CodeFirm LLC may use subcontractors to perform services, in which case it will
be responsible for the performance of those subcontractors.
§14. Warranties, Express or Implied; Disclaimer.
CodeFirm LLC warrants that all services will be performed using generally accepted industry
standards and practices. CodeFirm LLC will use commercially reasonable efforts in providing
product support services, and warrants that it will use commercially reasonable efforts in
providing product support services.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, CodeFirm LLC DISCLAIMS ALL
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, OTHER
THAN THOSE IDENTIFIED EXPRESSLY SET FORTH IN THIS SECTION, INCLUDING BUT
NOT LIMITED TO WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO
THE PRODUCTS, SERVICE DELIVERABLES, RELATED MATERIALS AND SERVICES.
CodeFirm LLC WILL NOT BE LIABLE FOR ANY SERVICES OR PRODUCTS PROVIDED BY
THIRD PARTY VENDORS, DEVELOPERS OR CONSULTANTS IDENTIFIED OR REFERRED
TO THE CUSTOMER BY CodeFirm LLC OR ITS EMPLOYEES, AFFILIATES, OR AGENTS
UNLESS SUCH THIRD PARTY PRODUCTS OR SERVICES ARE PROVIDED UNDER
WRITTEN AGREEMENT BETWEEN CodeFirm LLC AND THE CUSTOMER, AND THEN
ONLY TO THE EXTENT EXPRESSLY PROVIDED IN SUCH AGREEMENT.
§15. Limitation of Liability; Time.
Except as expressly provided herein, CodeFirm LLC, its employees, stockholders, directors,
subcontractors, agents or subsequent agents, owners, directors or stockholders, shall not be
liable for claims or damages arising from this agreement including but not limited to: negligence,
loss of data, time, revenue or profits, labor costs, lost profit opportunity, capital costs, overtime,
loss of property, real or assumed damages, mistake, error, delays, defects, omissions or other
consequential, incidental, direct or indirect exemplary or punitive damages arising from this
agreement or performance here under even when CodeFirm LLC. is informed of the possibility of
In no event will CodeFirm LLC be liable for any data loss. Backup and disaster recovery are the
responsibility of the Customer. The CodeFirm LLC’ services under this contract may be available
to help agency design and set up disaster recovery schemes. The performance of actual backups
and the confirmation of the appropriateness and efficiency of such schemes shall remain the total
and unique responsibility of the Customer.
Except as otherwise specifically provided in this section, and whatever the legal basis for the
Customer’s claim, CodeFirm LLC’ liability will be limited, to the maximum extent permitted by
applicable law, to direct damages up to the amount the Customer has paid for the services giving
rise to the claim. In the case of CodeFirm LLC’ responsibilities with respect to third party copyright
infringement claims, its liability to pay damages resulting from any final adjudication (or settlement
to which CodeFirm LLC consents) is subject to this limitation. In the case of services provided to
the Customer free of charge, or code the Customer is authorized to redistribute to third parties
without separate payment to CodeFirm LLC or its partners, our total liability to the Customer will
not exceed US $ 5,000, or its equivalent in local currency. The limitations contained in this
paragraph will not apply with respect to our obligations under the section of this Agreement
To the maximum extent permitted by applicable law, neither party to this contract nor any of their
affiliates, subdivisions or suppliers will be liable for any indirect damages (including, without
limitation, consequential, special or incidental damages, damages for loss of profits or revenues,
business interruption, or loss of business information) arising in connection with any agreement,
product or service, even if advised of the possibility of such damages or if such possibility was
reasonably foreseeable. This exclusion of liability does not apply to either party’s liability to the
other for violation of its confidentiality obligation or of the other party’s intellectual property rights.
The limitations on and exclusions of liability for damages in this agreement apply regardless of
whether the liability is based on breach of contract, tort (including negligence), strict liability,
breach of warranties, or any other legal theory.
Notwithstanding the provisions of this section, if the Customer is a government entity, any
limitation of liability in this Section 10 does not apply to the extent a court of competent jurisdiction
(including any appellate court of final review) determines such limitation of liability violates the law
in force in the jurisdiction applicable to the Customer, in which case the specific limitation that the
court determines is in violation of law shall be void.
Except for any different period required by applicable law, any action arising under this
Agreement must be brought within two years from the date that the cause of action arose.
§16. Term and Termination of Agreement; Assignment.
This Agreement shall remain in effect until terminated. Either party may terminate this agreement,
any Statement of Work or Services Description for convenience by giving the other party 30 days
written notice. Either party may terminate this Agreement or any work order or services
description if the other party is in material breach or default of any obligation that is not cured
within 30 days notice of such breach. The Customer agrees to pay all fees for services performed
and expenses incurred prior to the termination of this Agreement. Termination of this Agreement
will terminate all outstanding Statement of Work or Services Description entered into under this
Neither party may assign this Agreement or any Statement of Work or Services Description
without the written consent of the other. Any attempt by a party to this Agreement to assign this
Agreement or any Statement of Work or Services Description without the written consent of the
other party may be deemed notice of termination of this Agreement, effective on the date of
assignment, by the other party.
§17. Survival upon Termination or End of Term.
The provisions regarding warranty, limitation of liability, confidentiality, fees and expenses,
obligations on termination or expiration, ownership and license, and miscellaneous of this
Agreement, and any provisions specified as surviving in a Statement of Work or Services
Description, survive any termination or expiration of this agreement, any Statement of Work or
If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, the
remaining provisions will remain in full force and effect and the parties will amend the Agreement
to give effect to the stricken clause to the maximum extent possible.
§19. Waiver of Breach.
No waiver of any breach of this agreement shall be a waiver of any other breach, and no waiver
shall be effective unless made in writing and signed by an authorized representative of the
§20. Force Majeure.
To the extent that either party’s performance is prevented or delayed, either totally or in part, for
reasons beyond that party’s control, then that party will not be liable, so long as it resumes
performance as soon as practicable after the reason preventing or delaying performance no
§21. Applicable law; Alternative Dispute Resolution.
The terms of this Agreement will be governed by the laws of the state in which the Agreement is
made, without giving effect to its conflict of law provisions. This choice of law does not prevent
either party from seeking injunctive relief with respect to a violation of intellectual property rights
or confidentiality obligations in any appropriate jurisdiction. Disputes relating to this agreement
will be subject to applicable mandatory dispute resolution statutes and regulations of the state in
which the Agreement is made.
In the absence of applicable mandatory dispute resolution statutes and regulations in the state in
which the Agreement is made, any controversy or claim arising out of or relating to this contract,
or the breach thereof, shall be settled by arbitration administered by the American Arbitration
Association under its Commercial Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.