SERVICE LEVEL AGREEMENT
To ensure that we serve you better, we created our code of conduct.
Kindly read through and agree before sign up to our services.
Definition
Access to Teklabspace’s Systems and Software: Access to Teklabspace’s Systems, Access, if any, to Teklabspace’s computer, telecommunication or other information systems (including computers, networks, voice mail, etc.) of any Teklabspace client or customer (“Systems”) is granted solely to facilitate the business relationship described in this Agreement, and is limited to those specific projects, time periods, and personnel designated by Teklabspace. Access is subject to business control and all applicable policies, laws and regulations. Service Provider will abide by all information protection.
Services
Service Provider shall provide professional services (“Services”) to Teklabspace as described on one or more Statements of Work which reference this Agreement (“SOW” or “Statement of Work”). Service Provider shall perform Services in a prompt manner and deliver each Deliverable no later than the delivery dates specified in the applicable SOW. At the direction of Teklabspace, Service Provider shall provide Services directly to Teklabspace or to customers of Teklabspace on Teklabspace’s behalf. The parties may execute.
No Subcontractor
The Service Provider shall not engage any third party, contractor, or subcontractor to perform any portion of the Services outlined in this Agreement without first obtaining the prior, express and written consent of Teklabspace. This restriction applies to all aspects of the Services, whether in whole or in part. Any such request for subcontracting must be submitted in writing, clearly identifying the nature of the work to be subcontracted, the qualifications of the proposed subcontractor, and the reasons.
Changes
Teklabspace shall have the right to modify, reject, cancel or terminate any SOW and any related plans, schedules or work in process with written notice to Service Provider. In the event Teklabspace terminates a Statement of Work other than for Service Provider’s material breach pursuant to Section 9 (Term and Termination) prior to completion of Services, Teklabspace shall pay Service Provider the fees due under the SOW with respect to Services completed as of the date of termination.
Third Party Materials and Open Source
5.1 Third Party Materials: Service Provider shall not incorporate any Third Party Materials into a Deliverable, furnish any Third Party Materials in conjunction with a Deliverable, or develop a Deliverable in a manner that requires Teklabspace to use any Third Party Materials in order to use such Deliverable, unless Service Provider (i) has specifically identified such Third Party Materials in the applicable SOW or otherwise obtained Teklabspace’s prior written consent and (ii) obtains all necessary licenses.
Representations and Warranties
6.1 Service Provider’s Representations and Warranties: Service Provider hereby represents and warrants that:(a) Due Authority. Service Provider has full right and power to enter into and perform this Agreement without the consent of any third party, and its performance under this Agreement will not conflict with any other obligation Service Provider may have to any other party.(b) Standard of Performance. Service Provider will perform the Services in a timely, professional and workmanlike manner and with a degree of quality equal to or higher than applicable industry standards for similar services. In addition, all Services and each Deliverable shall conform in all material respects with the description set forth in the SOW.
Inventions and Other Deliverables
7.1 Creation of Deliverables: Service Provider may make or create Deliverables during the term of any SOW or this Agreement.7.2 Disclosure and Ownership of Deliverables: Service Provider must immediately disclose to Teklabspace all Deliverables and all Intellectual Property Rights. Both the Deliverables and the Intellectual Property Rights will belong to and be the absolute property of Teklabspace or any other person Teklabspace may nominate. Service Provider hereby assigns and agrees to assign all Intellectual Property Rights and any other rights, title and interest in and to the
Payment
In exchange for Service Provider’s obligations under this Agreement, Teklabspace shall pay Service Provider the fees set forth in the applicable SOW. All payments are due in U.S. dollars within the later of sixty (60) days of Teklabspace’s receipt of an undisputed invoice, and, if applicable (in cases where Service Provider is performing Services on behalf of an Teklabspace customer), ten (10) days of receipt of payment of such Services from Teklabspace’s customer. Service Provider shall not invoice Teklabspace until Teklabspace’s acceptance of the Services or
Term & Termination
This Agreement remains in effect until terminated in accordance with this Section 9. Either party may terminate this Agreement if the other party: (a) fails to cure any material breach of this Agreement within 30 days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within 60 days thereafter). Teklabspace may terminate this
Independent Contractor
10.1 Obligation to Pay Tax. Service Provider shall be solely responsible and liable for any employment related taxes, social security payments, insurance premiums or other employment benefits or contributions required by law respecting Service Provider’s performance of the Services or receipt of the fee by Service Provider, or both (including any interest or penalties incurred in respect of such payments). 10.2 Tax Indemnity. Service Provider shall indemnify and keep indemnified Teklabspace for all time on demand from and against any and all costs, claims,
Confidential Information
Other than in the performance of the Agreement, neither Service Provider nor Service Provider’s agents, employees, or subcontractors shall use or disclose to any person or entity any Confidential Information of Teklabspace (whether in written, oral, electronic or other form), which is obtained from Teklabspace or otherwise prepared or discovered either in the performance of this Agreement, through access to Systems (as defined below), or while on Teklabspace’s premises. The provisions of this section relating to use and disclosure shall not apply to any information that: (i) is rightfully
Access to Teklabspace Systems and Software
12.1 Access to Teklabspace’s Systems. Access, if any, to Teklabspace’s computer, telecommunication or other information systems (including computers, networks, voice mail, etc.) or those of any Teklabspace client or customer (“Systems”) is granted solely to facilitate the business relationship described in this Agreement, and is limited to those specific Systems, time periods, and personnel designated by Teklabspace. Access is subject to business control and all applicable policies, laws and regulations. Service Provider will abide by all information protection or data
Indemnification
Service Provider will defend, indemnify and hold harmless Teklabspace, their officers, directors, employees, sublicensees, customers and agents from any and all direct or indirect claims, losses, liabilities, damages, expenses and costs (including legal fees and court costs) arising from or relating to: (i) any breach or alleged breach of any representation, warranty or other provision of this Agreement by Service Provider, and (ii) any infringement or alleged infringement by Service Provider, the Services or any Deliverable of any third-party intellectual property rights (iii) any.
Limitation of Liability
EXCEPT FOR AN INDEMNIFICATION CLAIM, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TEKLABSPACE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES DUE TO BE PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT.
Insurance
Service Provider is solely responsible for maintaining adequate health, automobile, workers’ compensation, unemployment compensation, disability, liability, and any other type of insurance required by law or as is common practice in Service Provider’s business including a comprehensive policy of insurance to cover Service Provider’s liability in respect of any act, omission or default for which Service Provider may himself become liable, or become liable to indemnify the Company under this Agreement (including Insurance to cover third party, employer’s and
Compliance with Laws and Other Regulations
Each party shall perform all of its obligations under this Agreement in compliance at all times with all applicable laws, including, but not limited to, those relating to privacy and data protection. Contractor shall additionally comply with all regulations, policies and guidelines of Teklabspace and Teklabspace customers or clients.
Publicity
Neither party shall publicize or disclose the existence or terms of this Agreement to any third party without the prior written consent of the other, except as may be required by law. In particular, no press releases shall be made without the mutual written consent of each party.
Records
Service Provider will keep and maintain complete and accurate records in connection with its performance of the Services and all fees charged to Teklabspace under this Agreement and will retain these records for at least three (3) years after the amounts documented in these records become due. Teklabspace may audit such records during business hours upon reasonable advance notice and subject to reasonable confidentiality procedures not more than twice per year.