VDA shall provide consulting services as described in the statement of work above (collectively the “Services”) which is incorporated herein by reference. Any terms not set forth in this Agreement or an amendment fully executed by both Parties hereto, will be of no effect. Any change in the scope of Services shall be agreed upon in writing by the Parties, and VDA shall have no obligation to perform Services in connection with any change until the Parties have agreed upon the effect of such change in writing. Notwithstanding the foregoing, any Services provided by VDA during the Term will be governed by the terms of the Agreement. Unless otherwise stated in the statement of work VDA will invoice 50% upon client signing and 50% upon project completion. Payment Terms Net 30 Days.
2. Product transaction
All product sales are final. VDA will invoice in full upon receipt of signed quote or purchase order. Payment Terms Net 30 Days.
Check should be made to:
Email email@example.com for this information
Wire transfer or direct deposit can be setup in advance if desired. Any wire fees are to be covered by the sender.
Any amount remaining unpaid after 30 days shall accrue interest at a rate of one and one-half (1.5%) per month. In the event of any dispute regarding a portion of an invoice, the undisputed portion shall be paid as provided herein.
(B) Taxes. Client shall be responsible for paying any applicable governmental taxes required to be paid on any Services under this Agreement, excluding, however, any taxes related to VDA’s income, personnel, or operations.
4. Client Duties
(A) Client shall at its expense undertake all necessary preparations and adhere to all Client requirements as specified in statement of work above.
Client represents that Client has the right and authority to enter into the Agreement and to undertake the obligations required by the Agreement. Client further represents that the individual signing this Agreement and any addendum or amendment thereto, has full authority to do so on Client’s behalf.
(B) Software/hardware/system. Client shall provide as much of the to-be-assessed system (code, design, documentation, tests, and working build environment) as possible so that VDA can effectively assess the security of the system.
5. Conditions of Performance
(A) Independent Contractor. VDA is performing as an independent contractor. VDA shall have complete control over the performance of, and the details for accomplishing, the Services. VDA’s employees shall be paid exclusively by VDA for all Services performed. VDA shall comply with all requirements and obligations relating to such employees under federal, state, and local law (or foreign law, if applicable). Such compliance shall include, but not be limited to, laws regarding minimum wages, social security, unemployment insurance, federal and state income taxes, and workers’ compensation insurance. In no event shall the agents, representatives, or employees of one Party be deemed to be agents, representative, or employees of the other.
(B) Assignment of Agreement. Except as otherwise stated in this Agreement, neither Party shall assign any of its rights or interests in this Agreement without the other Party’s prior written consent. Any assignment without the prior written consent of the other Party shall be void.
(C) Liability. VDA is not liable for the final security of the software/system to be tested. This is a point-in-time software penetration test. The objective is to provide Client with an external perspective on the ease with which potential attackers may be able to find actionable bugs.
6. Term and Termination
(A) Term. The initial term of this Agreement shall commence on the Effective Date, set forth on page 1 of the Agreement, and unless otherwise stipulated, this Agreement shall terminate automatically on the completion by VDA of the Services set forth in this Agreement. Upon termination of the Agreement, Client will pay all Fees due to VDA for Services performed within 30 days after the completion of the Services.
(B) Termination. If either Party breaches any material term or condition stated herein or fails to perform or fulfill any material obligation required by this Agreement, the non-breaching party will notify the breaching party of the breach. The breaching party will have 10 business days in which to cure the breach after notification. Should the breach remain uncured after the 10-day period, the non-breaching party may terminate this Agreement immediately. Either Party may terminate this Agreement at any time, without cause, by providing thirty (30) days prior written notice to the non-terminating Party.
7. Limitation of Liability
VDA SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING FROM ITS NEGLIGENCE IN THE COURSE OF PROVIDING THE SERVICES. This limitation of liability includes but is not limited to the negligent acts or omissions of VDA that result in any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission or delivery, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of records, programs or files. NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGE, OR EXPENSES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR OTHER ECONOMIC LOSS, LOST REIMBURSEMENTS, LOST DATA, OR LOST SAVINGS) EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. The provisions in this Section shall survive termination of this Agreement.
8. Disclaimer of Warranty
(A) VDA provides Services “AS IS” and makes no other express or implied warranties, written or oral, and ALL WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. NOTHING HEREIN IS INTENDED TO CONSTITUTE OR CREATE ANY REPRESENTATION OR WARRANTY BY VDA TO ANY THIRD PARTY, (INCLUDING END USERS), DIRECTLY OR AS A THIRD-PARTY BENEFICIARY, WITH RESPECT TO ANY OF THE SERVICES PROVIDED HEREUNDER.
(A) Severability. Whenever possible each provision and term of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or term of this Agreement shall be held to be prohibited by or invalid under such applicable law, then the Parties hereto shall renegotiate the term in good faith and amend this Agreement to comply with such applicable law. If the Parties are unable to agree upon an amendment to this Agreement that complies with such applicable law within 30 days after receiving notice that a provision of this Agreement is prohibited by or invalid under such applicable law, either Party hereto may immediately terminate this Agreement by providing written notice to the non-terminating Party.
(B) Waiver. The failure to enforce or the waiver by either Party of one default or breach of the other Party shall not be considered a waiver of any subsequent default or breach.
(C) Disputes. The venue and jurisdiction for any dispute that arises under or is related to this Agreement shall be decided by a court of competent jurisdiction in the Circuit Court for Kent County, Michigan or in the United States District Court for the Western District of Michigan, provided such court has subject matter jurisdiction. The prevailing Party in any action to enforce this Agreement shall be entitled to recover all costs and expenses associated with such enforcement from the non-prevailing Party, including attorney fees.
(D) Governing Law. This Agreement and any work or Services performed thereunder shall be governed by the substantive and procedural laws of the State of Michigan.
(E) Entire Agreement. This Agreement constitutes the entire and fully-integrated agreement between VDA and Client with respect to the subject matter hereof and thereof. All previous understandings relative thereto, either written or oral, are hereby annulled and superseded. No modification to this Agreement shall be binding on either Party unless it is in writing and signed by both VDA and Client. All disclaimers, conditions, limitations on liability and other terms set forth in any invoice, purchase order, acknowledgment, packing slip, confirmation, click-through or click-wrap agreement or other document or agreement of Client which conflict with the terms of this Agreement shall not be binding on VDA and are hereby rejected.
(F) Formation of Contract. Each Party acknowledges that it has read this Agreement and all addendums and amendments related to it, understands them, and agrees to be bound by their terms.
(G) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall be effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties.
(H) Force Majeure. Neither Party shall be liable to the other Party or be deemed to have breached this Agreement for any failure or delay in the performance of all or any portion of its obligations under this Agreement if such failure or delay is due to any contingency beyond its reasonable control (a “Force Majeure Event”). Without limiting the generality of the foregoing, Force Majeure Events include, but are not limited to, acts of God, fires, floods, pandemics, storms, earthquakes, riots, boycotts, strikes, lock-outs, acts of terror, wars and war operations, restraints of government, power or communication line failure or other circumstance beyond such Party’s reasonable control.
(I) Confidentiality. All materials provided by Client to VDA are considered confidential and remain the property of the Client. VDA may not share materials provided by Client under this Agreement without written authorization of the Client, except pursuant to a Court Order or other requirement of Federal, State, or local law, regulation, or rule. In the event VDA considers such disclosure necessary, VDA will notify Client to permit Client, at its discretion and expense, to contest the disclosure prior to VDA making the Client material available. VDA will destroy or return materials provided by the Client at the termination of this Agreement.