Follow this link to listen to an AI-generated podcast discussing the East Agile agreement. This is more for entertainment purposes than a serious review. But its a great way to make a tedious task a bit more entertaining.

https://soundcloud.com/lawrence-sinclair-562057817/east-agile-engagement-agreement/s-ZH9OQU1VQaM
 

Summary of Key Provisions in East Agile's Engagement Agreement

Overview

The East Agile Services Agreement is a legal document that outlines the terms and conditions under which East Agile Limited, a Hong Kong Corporation, provides software development services to clients.

Key Provisions

1. Services Provided:

  - East Agile offers services such as platform deployment, agile practices implementation, and data analytics/software development tailored to the client's needs. These services are detailed in the Statement of Work (Exhibit A).

2. Statement of Work (Exhibit A):

  - Description: Specifies the deliverables, project scope, schedule, timelines, and fees.

  - Personnel: East Agile manages staffing, assigning developers as needed.

  - Acceptance: Client evaluates deliverables for conformance to requirements.

  - Change Orders: Any modifications to the Statement of Work must be documented and mutually agreed upon.

3. Client Responsibilities:

  - Providing necessary information, access to systems, and a primary contact person to facilitate the project.

4. Fees and Payment Terms:

  - Fees: Weekly fees are specified in the Statement of Work. Payments must be made in USD.

  - Payment Terms: Payments are required each week for that week's services. So pay as you go. Fees for out-of-scope services are invoiced monthly and due within fifteen (15) days. Late payments incur 1.5% interest per month.

5. Intellectual Property:

  - East Agile's IP: Tools and methodologies used remain East Agile’s property, though the client gets a non-exclusive license to use them.

  - Client's IP: Any pre-existing client properties remain the client’s property.

6. Confidential Information:

  - Both parties must protect each other's confidential information and return all such information upon termination of the agreement.

7. Termination:

  - For Convenience: Either party can terminate the agreement at any time with notice. Unused fees will be refunded, less any costs incurred.

  - For Breach: Either party can terminate the agreement if the other party fails to remedy a material breach within fourteen (14) days of notice (five days for payment issues).

8. Indemnification:

  - Client: Indemnifies East Agile against third-party claims related to intellectual property infringement or breaches of confidentiality.

  - East Agile: Indemnifies the client against third-party claims resulting from gross negligence or breaches of confidentiality.

9. Miscellaneous:

  - Non-Solicitation: Neither party will solicit the other’s employees for five hundred (500) days post-termination. Breach incurs a penalty of $50,000 per employee or contractor.

  - Arbitration: Disputes to be resolved via arbitration in San Francisco, California, conducted in English.

  - Governing Law: The agreement is governed by California law.

  - We have versions of this agreement that use arbitration in California, New York, Hong Kong, and Singapore.

Exhibit A: East Agile Statement of Work

This section contains the specific details of the engagement, including:

  - Client Information: Contact details for billing and project coordination.

  - Services: Description of services provided, typically involving a team of developers.

  - Deliverables: Expected outcomes and materials.

  - Start Date: Project commencement date to be determined.

  - Fees: Weekly recurring fees to be wired to East Agile. Payments must be sent by bank wire to East Agile's HSBC Hong Kong account in USD.

Example of Detailed Description of Services:

- Team: Two software developers engaged for 5 billable workdays each week.

- Deliverables: Agile software development services on a time and materials basis.

- Rates: Fees as defined in the attached Rate Card.

- Payment Details: International wire payment to East Agile Limited HSBC bank in Hong Kong.

Special Terms:

- The agreement is void if both parties do not sign within 14 calendar days of each other.

Key Takeaways:

- Advance Payment: Payments must be made for each week's work in advance in USD.

- Late Fees: 1.5% interest per month on late payments.

- Non-Solicitation Penalty: $50,000 per employee/contractor for breaches.

- Arbitration: All disputes resolved in San Francisco, California, in English.

- We have versions of this agreement that use arbitration in California, New York, Hong Kong, and Singapore.

- Governing Law: Governed by California law.

- Termination Flexibility: Agreement can be terminated for convenience with notice.