FocusCopy Time and Materials Contract

FocusCopy requires understanding and agreement on the following:

1. This Statement of Work (SOW) and the prices quoted herein are valid for 30 days.
2. Customer will pay all third party transaction costs associated with this statement of work.
3. All services are performed remotely. If on-site services are desired/required, then travel costs and travel time will be billed as actuals.
4. It is agreed and understood that in the event there is any breach of this agreement, FocusCopy shall be liable only to revise services provided hereunder and shall not be responsible for any other special or consequential damages that might result.
5. A party’s liability for any claim arising under or related to this SOW shall be limited to direct damages and shall not exceed the amount paid under the SOW. Neither party shall be liable to the other for any indirect, special, incidental or consequential damages arising under or relating to this SOW, even if the other party has been advised of the possibility of such damages. The limitation in this section doesn’t apply to a party’s infringement of the other party’s intellectual property rights. No legal action arising out of this SOW may be initiated more than one year after the contract has been completed. 
6. Work will be performed during standard business hours of Monday through Friday, 8am to 6pm, local time. When applicable, any services performed between 6pm and midnight will be charged at one-and-a-half (1½) times the contracted hourly rate. Any services performed between midnight and 8am or on holidays will be charged at two (2) times the contracted hourly rate.
7. If any legal action is necessary to enforce the terms of this SOW, the prevailing party shall be entitled to attorney’s fees in addition to any other relief.
8. This SOW completely and exclusively states the agreement of the parties regarding its subject matter. It supersedes, and its terms govern, all prior proposals, agreements or other communications between the parties, oral or written, regarding such subject matter, unless expressly stated in prior proposal, agreement or communication. Amendment of this agreement is only permitted by a subsequently dated written amendment signed on behalf of FocusCopy and Customer by their authorized representatives, and any provision on a purchase order purporting to supplement or vary the provisions contained in this SOW shall be void.
9. Unless otherwise agreed to, this Agreement shall be deemed to have been made in and construed by the laws of the State of Texas and of Harris County. Any dispute stemming from this Agreement shall be heard before the appropriate Texas court.
10. Customer and FocusCopy understand and acknowledge that this is a time and materials engagement. All hours assigned to a particular phase or project goal are estimates. FocusCopy will use best efforts to accomplish the goals as set forth in this document within the time allocated. Nothing in this document shall be read as a promise by FocusCopy to fully deliver within the allocated time, and the parties therefore agree to make mutually agreed upon adjustments as needed.