This is the contract template we use for client engagements. You'll receive a version tailored to your project scope, milestones, and pricing before you sign anything. Plain English where possible, legal where it has to be.
This page is a sample template for reference only. It is not a binding agreement. No contract exists between you and ANNOVA Technologies LLC until a project-specific Statement of Work is signed by both parties. Terms shown here are subject to change based on project scope and applicable law. This is not legal advice; we recommend consulting with your own counsel before signing any software development agreement.
This Master Services Agreement ("Agreement") is entered into between:
Each a "Party," and together the "Parties." This Agreement is effective as of the date last signed below (the "Effective Date").
ANNOVA will provide the custom software, website, and related development services described in one or more Statements of Work ("SOW") executed under this Agreement (the "Services"). Each SOW will specify:
If terms in an SOW conflict with this Agreement, the SOW governs for that project.
Each SOW breaks the project into milestones. Typical milestones include:
Acceptance: Client has seven (7) business days to review each milestone deliverable. Client must either (a) accept in writing, or (b) provide specific, written list of deficiencies. If Client does not respond within seven business days, the deliverable is deemed accepted. ANNOVA will correct deficiencies that fall within the originally agreed scope at no additional cost. Requests outside that scope are handled under Section 6 (Change Requests).
Fixed-Price Projects. Most engagements are fixed-price, quoted after discovery, and billed on a milestone schedule. Our standard schedule is:
Alternative payment schedules (monthly, milestone-weighted, etc.) may be specified in the SOW.
Time-and-Materials Work. Work outside a fixed SOW (ongoing support, discovery consulting, unplanned change requests) is billed at ANNOVA's then-current hourly rate, invoiced monthly.
Retainer & Care Plans. Ongoing hosting, maintenance, security monitoring, and minor updates are sold as monthly care plans. Terms are set forth in a separate Care Plan Addendum.
Expenses. Pre-approved third-party costs (paid software licenses, domain registration, hosting beyond ANNOVA infrastructure, stock imagery, paid APIs) are passed through at cost and itemized on invoices.
Taxes. Fees are exclusive of applicable sales, use, or other taxes, which are the responsibility of Client.
Invoicing & Late Payments. Invoices are due Net 15 from issuance. Payments overdue by more than 15 days accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). ANNOVA may suspend work on any project with an overdue balance.
Currency. All fees are quoted and paid in U.S. dollars unless otherwise specified in the SOW.
Non-Refundable Deposits. Deposits paid to reserve project capacity are non-refundable once work has commenced, except where required by law.
To keep projects on schedule, Client agrees to:
Delays caused by Client (late content, unresponsive feedback, delayed approvals, payment delays) may shift the project timeline and are not grounds for penalty against ANNOVA.
If Client requests work outside the agreed SOW scope, ANNOVA will provide a written change order describing the additional work, revised fee, and revised timeline. Change orders must be approved in writing (email is acceptable) before ANNOVA performs the additional work. Small clarifications or negligible adjustments that do not materially expand scope are handled at ANNOVA's discretion at no additional cost.
Target dates in each SOW are good-faith estimates, not guarantees. ANNOVA will make reasonable efforts to meet timelines but cannot be held liable for delays caused by (a) Client-side delays, (b) scope expansion, (c) third-party service outages or API changes, (d) force majeure events, or (e) factors reasonably outside ANNOVA's control.
Custom-Developed Work Product. Subject to full payment of all fees owed, Client owns the custom source code, designs, and written content specifically created for Client's project ("Custom Deliverables"). Upon final payment, ANNOVA assigns to Client all right, title, and interest in the Custom Deliverables to the extent necessary for Client's operation and use of the delivered software.
Pre-Existing Materials. ANNOVA retains all rights to (a) any code, libraries, frameworks, or design components developed by ANNOVA prior to or outside the Client's project ("ANNOVA Materials"), (b) third-party open-source components included under their respective licenses, (c) methodologies, know-how, tools, templates, and general skills, and (d) ANNOVA's proprietary platforms including but not limited to MyShiftHub, Union Secretary, and Expense Reporter. ANNOVA grants Client a perpetual, non-exclusive, royalty-free license to use ANNOVA Materials solely as incorporated into the delivered Custom Deliverables.
Third-Party Components. The Custom Deliverables may incorporate open-source, freely licensed, or commercially licensed third-party software. Such components remain subject to their respective licenses. ANNOVA will document all third-party components in project documentation.
Before Final Payment. Prior to full payment of all fees owed for a milestone or project, ANNOVA retains all intellectual property rights in the deliverables. Client has no right to use, copy, modify, or distribute deliverables until payment is complete.
Portfolio Use. ANNOVA may reference Client's name, logo, and a general description of the project in ANNOVA's marketing and portfolio materials, unless Client opts out in writing. ANNOVA will not disclose confidential project details or proprietary Client data without written permission.
Each Party may receive information the other Party considers confidential. Both Parties agree to (a) keep such information confidential, (b) use it only for purposes of performing under this Agreement, and (c) protect it using reasonable care. Obligations continue for three (3) years after termination. Confidentiality obligations do not apply to information that is public, independently developed, rightfully received from a third party, or required to be disclosed by law.
Upon request, a mutual Non-Disclosure Agreement ("NDA") may be executed separately at any time, including before project discussions begin.
ANNOVA Warrants That:
EXCEPT AS EXPRESSLY STATED IN THIS SECTION, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." ANNOVA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
No Guarantee of Specific Results. ANNOVA does not guarantee any specific business outcome, revenue, traffic, search engine ranking, or uptime percentage unless such guarantee is expressly stated in the SOW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
The limitations in this Section apply regardless of the form of action (contract, tort, negligence, or otherwise) and are fundamental elements of the basis of the bargain between the Parties.
ANNOVA's Indemnification. ANNOVA will defend and indemnify Client against third-party claims that the Custom Deliverables, as originally delivered, infringe a third party's U.S. copyright, trademark, or trade secret, subject to the limitations in Section 11. This obligation does not apply to (a) Client modifications, (b) Client content provided to ANNOVA, (c) combination of deliverables with materials not supplied by ANNOVA, or (d) use in violation of this Agreement.
Client's Indemnification. Client will defend and indemnify ANNOVA against third-party claims arising from (a) Client-provided content, data, or materials, (b) Client's use of the deliverables in violation of law or third-party rights, (c) Client's business operations, products, or services, and (d) Client's modifications to the deliverables after delivery.
The indemnifying Party's obligations are conditioned on prompt written notice, reasonable cooperation, and sole control of the defense (with the indemnified Party's right to participate at its own expense).
For Convenience. Either Party may terminate this Agreement or any SOW for convenience with thirty (30) days prior written notice. In that event, Client will pay ANNOVA for all work performed and expenses incurred through the termination date, including any work-in-progress on active milestones.
For Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within fifteen (15) days of written notice of the breach.
For Non-Payment. ANNOVA may suspend or terminate Services, and may decline to deliver any in-progress work product, for any invoice more than thirty (30) days past due.
Effect of Termination. Upon termination: (a) Client pays all fees and expenses owed through termination; (b) if Client has paid for a milestone in full, ANNOVA delivers the work product for that milestone; (c) each Party returns or destroys the other's confidential information upon request; (d) Sections 8 (IP), 9 (Confidentiality), 10 (Warranty disclaimers), 11 (Limitations), 12 (Indemnification), and 15 (General) survive termination.
Unless a separate Care Plan Addendum is in effect, ANNOVA's obligations following launch are limited to the 30-day defect warranty described in Section 10. Ongoing maintenance, new feature development, training, and support are provided under separate agreements or as time-and-materials work.
Independent Contractor. ANNOVA is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties.
Subcontractors. ANNOVA may use qualified subcontractors to perform portions of the Services. ANNOVA remains responsible for subcontractor performance and for maintaining confidentiality obligations.
Non-Solicitation. During the term of the Agreement and for twelve (12) months after, Client agrees not to directly solicit for employment any ANNOVA employee or contractor who worked on Client's project, without ANNOVA's prior written consent. This does not prohibit general job postings not directed at ANNOVA personnel.
Governing Law & Venue. This Agreement is governed by the laws of the State of Illinois, without regard to conflict-of-laws principles. Any dispute not resolved through informal discussion will be brought exclusively in the state or federal courts located in Kendall County, Illinois or the Northern District of Illinois, and each Party consents to personal jurisdiction in those courts.
Dispute Resolution. Before filing suit, the Parties agree to first attempt to resolve any dispute through good-faith discussion between authorized representatives of each Party for at least thirty (30) days.
Force Majeure. Neither Party is liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, acts of war or terrorism, labor disputes, pandemics, government orders, internet or infrastructure outages, or failures of third-party services.
Notices. Formal notices must be sent in writing to the addresses specified in the SOW or to legal@annova.tech (for ANNOVA). Email notices are effective upon confirmed delivery.
Assignment. Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign to a successor in a merger, acquisition, or sale of all or substantially all assets.
Entire Agreement. This Agreement, together with any SOWs, addenda, and exhibits, constitutes the entire agreement between the Parties and supersedes all prior proposals, discussions, or agreements. Any conflicting terms on purchase orders or Client-issued forms are void.
Amendments. Modifications must be in writing and signed by both Parties.
Severability. If any provision is held unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.
Waiver. Failure to enforce any provision does not constitute a waiver. Any waiver must be in writing.
Electronic Signatures. Signatures delivered electronically (DocuSign, HelloSign, scanned PDFs, typed signatures on forms) are valid and binding.
Counterparts. This Agreement may be signed in counterparts, each of which constitutes an original and all of which together constitute one agreement.
Signed by:
ANNOVA Technologies LLC
Name: _______________________________
Title: _______________________________
Date: _______________________________
[Client Legal Name]
Name: _______________________________
Title: _______________________________
Date: _______________________________