Terms and Conditions

This agreement establishes the terms under which The Agile CIO, LLC will deliver professional services to the client.

1. Services

The Agile CIO will perform services as described in a Statement of Work. Additional services require a new signed Statement of Work. If conflicts arise between this Agreement and a Statement of Work, the Statement of Work controls for those specific services.

2. Relationship of the Parties

The Agile CIO operates as an independent contractor, not as a partner, joint venturer, or agent of the Client.

3. Ownership and Use of Work Product

Work product transfers to the client upon full payment. The Agile CIO retains proprietary methodologies and tools, granting clients a license for use within deliverables, excluding commercial use without explicit consent.

4. Financial Terms

Compensation: Payment terms are detailed in project agreements.

Payment Timeline: Payments are due within 10 days of invoice receipt. Unpaid amounts after 30 days accrue 2% monthly interest.

5. Confidential Information

(a) Non-Disclosure: Both parties must protect confidential information and restrict disclosure. Obligations survive termination for three years. Court-ordered disclosures require prior notice to the other party.

(b) Definition: Confidential information excludes publicly known data, previously known information, third-party disclosures, or independently developed information.

(c) Return of Information: Upon request, recipients must return or destroy confidential materials.

(d) Remedies: Breaches permit equitable relief including injunctions.

6. Warranties and Disclaimer

The Agile CIO represents and warrants that Services will meet any specifications or requirements set forth in the applicable Statement of Work. The company disclaims all other warranties, including merchantability and fitness for a particular purpose. The Statement of Work excludes responding to server outages, reviews, or social media comments unless specifically agreed in writing.

7. Work with Competitors

The Agile CIO may work with competing firms provided client confidential information remains protected.

8. Assignment

The Agile CIO may use subcontractors. Either party may assign upon business succession without consent, but otherwise requires written approval.

9. Term and Termination

The agreement runs for the term specified in the Statement of Work. Either party may terminate for material breach with 30 days' notice if uncured, or immediately for bankruptcy. Client shall compensate The Agile CIO through the end of the Terms. The agreement renews automatically annually unless terminated with 30 days' written notice.

10. Limitation of Liability

Except for confidentiality breaches, neither party bears liability for indirect, incidental, or consequential damages. Liability caps at amounts paid under the applicable Statement of Work.

11. Notices

Written notices must be personally delivered, sent by certified mail (effective after three days), or emailed to addresses provided in the Scope of Work.

12. Force Majeure

Neither party bears liability for delays caused by natural disasters, strikes, wars, terrorism, or hacking with reasonable security measures, excluding payment obligations.

13. Publicity

Neither party will issue any public announcement of the existence of this Agreement without the other party's prior written consent.

14. General Provisions

Non-enforcement doesn't constitute waiver. Modifications require written signatures. Illegal provisions are severed without affecting remaining terms. Maryland law governs. The prevailing party recovers costs and attorney fees. This Agreement plus Statements of Work constitute the entire understanding.

Contact

Questions about these terms should be directed to: info@theagilecio.net