This Implementation Partnership Agreement is made between you(the “Project Owner”), effective as of the initial payment of your first invoice and Yobo, Inc. at 9722 Atlee Commons Dr, Ashland, VA 23005 (the “Implementation Partner”).
- DESCRIPTION OF PARTNERSHIP. Yobo, Inc. will become a “Technology Implementation Partner” for the “Project Owner”
As an “Implementation Partner”, Yobo is able to perform the following on behalf of the “Project Owner”:
Application development and implementation support for developed applications and enhancements. Applications will be written and developed using the technology stack approved by the “Project Owner”. Mobile, Web, and Standard Application developers are able to be provided to the “Project Owner”.
Management of Application Development will be provided by the Project Owner and Implementation Partner. Engineers will be provided by the Implementation Partner.
Research and Development of application plans, schematics, engineering diagrams and projections to allow for the “Project Owner”to make strategic decisions.
Maintain, secure, and provision the cloud/SAAS/hosting stack required for the projects on behalf of the “Project Owner”. Yobo can also maintain, secure, and provision MSP services and complete the “Project Owner” SLA requirements on behalf of the “Project Owner”.
Assist the “Project Owner” with Network Engineering, Network Infrastructure, Software Infrastructure, Docker, Debian/Linux, Windows Server, etc.
Yobo will be required to follow all network security and IP NDA requirements and bound by the “Project Owner” NDAs the same as any other the “Project Owner” employee resource or agent.
The “Project Owner” MAY grant titles, email addresses, and list Yobo engineers included in their Project Assessment in their marketing materials and on their website. Yobo engineers may be considered fractional staff(or staff if full-time commitment) during the Project Assessment. ex. Jordan Burch, CTO, Acme, Inc. (this is an example company)
- SALARY/PROJECT INVOICING.
Project work can be tracked and invoiced in one of three ways. The method of invoicing can be chosen at the beginning of a project with a Project Assessment.
If you purchase a Service Time Block through our website, that will take place of a Project Assessment. We can still provide you a Project Assessment upon request.
Implementation Salary: Long-term projects, especially those with specific engineers, are ideal candidates for implementation salary. Executive Engineer: $135,600/year or $11,300/month (Similar to $65/hour), Senior Software Engineer: $90,000/year or $9,600/month (Similar to $55/hour). Software Engineer/Content Management: $70,000/year or $5,800/month (Similar to $35/hour). Full time, Half time, and Quarter time engineers are available. These prices are based on the current salary averages in Richmond. Yobo is responsible for payroll taxes, health insurance, and benefits.
Time and Materials: One off Projects can be invoiced as Time and Materials. Time and Materials projects are invoiced at the end of a 30 day period. Time and Materials projects are Net 30. Standard Billing Rate is $145/hour. Large project billing rate as low as $85/hour.
Service Time Blocks: Support Engineering Projects can be invoiced as prepaid blocks of hours. This is ideal for small software scripting projects or engineering support. Time blocks are due before work begins. Prepaid Billing Rate is $125/hour, large project rate as low as $80/hour. Overages are billed as Time and Materials at the reduced prepaid rate.
All projects extending beyond a year will have their rate increase at that year’s inflation rate. This is usually 3% and is needed to increase engineer salaries to match inflation.
Project Owner will be charged a late fee of $25 plus 1.75% for all amounts due past 30 days. This fee will be assessed for each subsequent 30 day period in which the balance remains unpaid.
Should collection action be necessary, Project Owner shall pay all costs of collection including, without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if Project Owner fails to pay for the Services when due, Implementation Partner has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract, Service, and/or seek legal remedies.
- TERM. This Contract may be terminated by either party upon written notice 15 days before the beginning of the next project. The Implementation Partner and the Project Owner must be provided adequate notice due to the cost involved in finding a new contractor or client.
- COPYRIGHTED MATERIALS.
The Project Owner unconditionally guarantees all elements of text, graphics, photos, designs, trademarks or other artwork provided to Yobo Inc. for inclusion in the project are owned by the Project Owner or that the Project Owner has permission from the rightful owner to use each of these elements.
The Project Owner will hold harmless, protect, indemnify and defend Yobo, Inc. from any liability(including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such copyrighted materials furnished by the Project Owner .
Source code and project materials provided by the Project Owner will remain the exclusive property of the Project Owner. All other materials, images, inventions, patents, products, or other information provided to Yobo, Inc. will remain the exclusive property of the Project Owner or the respective copyright holder.
The project may use materials already developed by the Implementation Partner. Yobo, Inc. agrees to license the Project Owner to use, display, and modify the software code and project materials, images, copy, etc created by Yobo, Inc. indefinitely.
Implementation Partner, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for personal benefit of themselves or the Implementation Partner, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Project Owner. Implementation Partner and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by Project Owner of these confidentiality obligations which allows Implementation Partner to disclose Project Owner’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
This nondisclosure obligation shall not apply to information that: (i) was known prior to receipt of the Confidential Information; (ii) is publicly available; (iii) is rightfully obtained from a third party; or (iv) is required to be disclosed pursuant to a regulation, law or court order.
Implementation Partner agrees to indemnify and hold Project Owner harmless from all claims, losses, expenses, and fees, including attorney fees, costs, and judgments that may be asserted against Project Owner that result from the acts or omissions of Implementation Partner and/or Implementation Partner’s employees, agents, or representatives.
Project Owner agrees to indemnify, defend and hold Implementation Partner harmless from and against all claims, suits, proceedings, expenses, losses, liabilities, or damages (collectively “Claims”) arising from the partnership pursuant to this Contract. This includes but is not limited to:
(a) Claims of third parties, including patrons of Project Owner, arising out of, resulting from, or related to Project Owner’s negligence or any other use of the software/website by Project Owner; and
(b) Claims for libel, slander, invasion of privacy, or infringement of copyright for materials provided by Project Owner and posted by Implementation Partner or posted by Project Owner. Project Owner agrees to defend Implementation Partner against any such Claim it is legally liable for and to pay, without limitation, all litigation costs, reasonable attorney’s fees and court costs, settlement payments, and any damages awarded or resulting from any such Claim.
(c) Claims for issues regarding features and/or updates declined by the Project Owner that the Implementation Partner reasonably conveyed required fixes to retain industry standards. These include but are not limited to those affecting security and functionality of the project.
- DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
- The failure to make a required payment when due.
- The insolvency or bankruptcy of either party.
- The failure to make available or deliver the Project, by the Implementation Partner, in the time and manner provided for in this Contract.
- REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 10 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such a time period shall result in the automatic termination of this Contract.
- FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, hacking, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
- DISPUTE RESOLUTION.
The parties will attempt to resolve any dispute arising out of or relating to this Contract through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 5 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
Except for a claim of payments of amounts due, no action, regardless of form, arising out of this Contract may be brought by either party against the other more than one year after the cause of action has arisen.
At the option of Implementation Partner, any dispute arising from or with respect to this Contract will be decided by binding arbitration by the American Arbitration Association in accordance with its Commercial rules. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
At the request of either party, proceedings may be conducted in secrecy.
- ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
- SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
- AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
- GOVERNING LAW. This Contract shall be construed in accordance with the laws of the Commonwealth of Virginia.
Any notice or communication required or permitted under this Contract shall be in writing and shall be deemed given as follows:
(a) When delivered personally to the Project Owner’s address as appearing in the introductory paragraph to this Contract or to such other address as one party may have furnished to the other in writing; or
(b) Three days after being deposited in the United States mail, certified with return receipt requested, to the Project Owner’s address as appearing in the introductory paragraph to this Contract or to such other address as one party may have furnished to the other in writing; or
(c) When sent by fax or telex to the last fax or telex number of the Project Owner known to the party giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified mail or the Project Owner delivers a written confirmation of receipt.
- WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
- ATTORNEY’S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.
- NON-SOLICITATION. The Product Owner and the Implementation Partner mutually agree that neither party shall without the other’s prior written consent either during or within six months after the termination or expiry of this Agreement directly or indirectly, engage, employ or otherwise solicit for employment any person who during the relevant period was an employee or subcontractor of the other.
- CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
- ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.