Inovo Studios, LLC This Services Agreement (the “Agreement”’) is by and between Inovo Studios, LLC (“Inovo”) and the Client with respect to, among other things, certain business development and consulting services as described herein. NOW, THEREFORE, In consideration of the mutual covenants and promises made by the parties hereto covenant and agree as follows:
1. Services to be Provided by Inovo
Inovo shall provide to the Client services, as specified in the Schedule Exhibit A (the “Services”), as are necessary or desirable to facilitate and enhance the Client’s business processes, products and/or services. The Client is solely responsible for obtaining third party licensing agreements from any third party “off-the-shelf” products, digital platforms, and other third party services that such Services may require.
2. Access to Premises, Digital Platforms, and Services.
Concerning the performance of Services hereunder, the Client shall make its facilities, personnel, management available to Inovo and shall be responsive to all reasonable requests for information made by Inovo. Furthermore, the Client shall provide access to their facilities, digital platforms, and other online services to enable Inovo to provide the Services under this Agreement.
In consideration of the Services to be performed by Inovo, the Client shall pay Inovo based on the Schedule specified in Exhibit B.
Based on information supplied by the Client, the Client agrees to defend, indemnify, and to hold harmless Inovo from and against all suits, demands, causes of action, claims of and liability arising out of, or in connection with the performance by Inovo of its duties hereunder, unless such results from own negligence or misconduct. Similarly, Inovo will hold the Client harmless in like circumstances.
5. Non-Disclosure of Confidential Information
Inovo acknowledges that in the course of the provision of Services required hereunder, it may become familiar with the secret of confidential information except where disclosure or use is reasonably necessary to the provision of the Services required hereunder. Inovo agrees not to use and to hold in strict confidence, all proprietary, secret or confidential information communicated or learned by Inovo during the Term hereof a period of one year after the date of the Agreement, except information that is a) in the public domain, or b) subsequently made available to the public by no fault of Inovo or c) at the time of disclosure to a third party already in the possession of Inovo.
6. Intellectual Property
The Client will retain ownership of any data, information or intellectual property furnished by the Client to Inovo in connection with this Agreement. The Client will own any intellectual property that results from the Services for which the Client specifically paid, including without limitation software (in both machine-readable form and in source code form), data, and other information. The Client hereby acknowledges and agrees that any intellectual property owned by Inovo (“Inovo IP”) including intellectual property generated by Inovo in performing the Services that relates directly to Inovo’s business, shall remain the exclusive property of Inovo. Inovo hereby provides to the Client a license, and the Client hereby accepts such license, which gives the Client the right to use Inovo IP in accordance with the following terms and conditions:
- The Client may license Inovo IP solely in connection with the Services for the sole purpose for which those Services were originally purchased.
- The Client may not transfer, sell, or otherwise dispose of any Inovo IP without the prior written consent of Inovo.
- This license is not a grant of title or ownership rights in Inovo IP (in part or in full) to the Client.
- If any software source code is delivered to the Client under this license, Client agrees to keep the source code strictly confidential. If software object code is delivered, Client agrees not to copy or modify the software or subject the software to any process intended to create computer source code from Inovo IP.
- The Client agrees to retain or reproduce on all copies of any Inovo IP, all copyright notices and other proprietary legends and all trademarks or service marks of Inovo.
- The Client will have no rights to assign or sell the license granted herein without Inovo’s express written consent and such consent will be at the sole discretion of Inovo.
- The Client is solely responsible for obtaining third party licensing agreements from any third party “off-the-shelf” products, digital platforms, and other third party services that Inovo IP may require to operate.
During the Term of this Agreement and for 3 months thereafter, Inovo shall not engage, directly or indirectly, as an employee, officer, manager, partner, manager, consultant, agent, owner or in any other capacity, in any competition with the Client or any of its subsidiaries.
8. Non Solicitation of Customers
During the Term of this Agreement and for 3 months thereafter, Inovo will not, directly or indirectly, solicit or attempt to solicit any business from any of the Client’s customers, prospects, employees or contractors.
9. Nonsolicitation of Employees
During the Term of this Agreement and for 3 months thereafter, neither party will directly or indirectly, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any of the other party’s employees, or contractors.
This Agreement shall be effective from the time payment is received and for a period with the option to extend the Term with mutual written consent of both parties. The parties obligations to each other arising out of contacts and/or negotiations initiated during the Term of this Agreement shall survive this Agreement for two years.
11. Applicable Law
This Agreement shall be construed according to and governed by the laws of the State of Georgia.
Neither party shall be bound by anything not expressed herein nor shall this Agreement be modified except by mutual written consent of both parties.
The Schedules now or hereafter annexed to this Agreement constitute and will constitute an integral part of this Agreement as agreed by the parties. The Schedules may be updated and amended from time to time by mutual written consent of both parties by signing the amended Schedule as annexed to the Agreement.
Inovo may not assign this Agreement in whole or in part to any of its members or any assignees.The parties hereby agree to the terms and conditions of this Agreements.
EXHIBIT A – SERVICES
90 Min Discovery Call
Client agrees to participate in the 90 min initial call. Inovo agrees to provide flexible booking based on team members and Client availability.
Editable Project Documents
Inovo will develop and build project documents that outline the specific projects that require completion. Projects may be organized by phases, budget, product categories, etc. Inovo will make the project available to the client via Notion or similar note management application.
Inovo and Client agree to participate in a 60-90 min review call upon completion of the project documents for review and revisions. Inovo will complete 1 round revisions per changes requested by the client.