This Statement of Work (SOW) and Project Agreement between Salestream, LLC dba Erabond (“Contractor”) and the purchaser of this product (“Company”), effective (the “Agreement”). By entering into this SOW, Salestream, LLC dba Erabond agrees to provide the following services (the “Services”) relating to providing HubSpot Implementation work. This statement of work (hereinafter called the “SOW”), effective as of , is entered into by and between Company and Contractor, and is subject to the terms and conditions specified below. The Exhibit(s) to this SOW, if any, shall be deemed to be a part hereof. In the event of any inconsistency between the terms of the body of this SOW and the terms of the Exhibit(s) hereto, the terms of the body of this SOW shall prevail.
Period of Performance
The Services described in this SOW and Project Agreement shall be provided to and are for the benefit of . The Contractor that will provide services is Salestream, LLC dba Erabond. The period for performance of this SOW will commence on the date of payment and shall continue through the turnaround time indicated on the product. Unless both parties have agreed to extend the 5-day standard turnaround time. Parties have extended the time frame and extension has been given.
Scope of Work & Deliverable Materials
This SOW covers the services Salestream, LLC dba Erabond will be responsible for the following tasks stated above.
Contractor agrees to provide services on behalf of Company, and to deliver to Company the deliverable item(s) ("Deliverable Item(s)") set forth and incorporated herein, at the time(s) set forth. Company shall approve each Deliverable Item pursuant to the procedure set forth. Contractor hereby acknowledges and agrees that Company has no obligation to use, produce, release and/or exploit the Deliverable Item(s) or other services provided to Company. Any other services not contained in the Services shall constitute "Additional Services". Contractor shall keep the Company informed of Additional Services that are required and shall request the Company's prior, written approval for any Additional Services. In no event shall a disapproval of work product submitted by Contractor and requested to be corrected by Company be deemed "Additional Services" hereunder except as provided elsewhere in this Agreement. Company is not responsible for providing, either directly or through third- parties, those items needed for the Services that are ("Company Materials"). Except to the extent such items are designated in this Agreement as Contractor’s responsibility.
Contractor warrants and represents that it has the right and authority to enter into this Agreement and to fully perform all of its obligations hereunder. Contractor represents and warrants that (a) the Deliverable Items and all elements thereto (other than those elements, if any, provided to Contractor by Company) are wholly owned original works of authorship developed by its employees, or under their direct supervision, are accurate and to the best of Contractor’s ability are "bug free," and do not infringe upon the copyrights, trademarks, technology or other rights of any person, firm or corporation.
Contractor will indemnify, defend and hold Company, its directors, officers, employees and agents harmless from and against any and all liabilities, losses, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees), arising out of any breach of Contractor's representations, warranties or obligations under this Agreement.
Company will indemnify, defend and hold Contractor, its directors, officers, employees and agents harmless from and against any and all liabilities, losses, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees), arising out of any breach of Company's representations, warranties or obligations under this Agreement.
Professional Fees & Expenses
This engagement will be conducted for the total value for the Services pursuant to this SOW unless otherwise agreed to by both parties via the project change control procedure, as outlined within. A PCR will be issued specifying the amended value. This figure is based on scope of work and Hours for Total Turnaround Rate of professional services.
The full itemized list is included above in the contract.
Upon completion of this Performance Period, Company and Contractor will have the option to renew this agreement for an additional then-stated number of hours at the rate for those resources identified. The fees are blended hours based on different skill sets. The budget allocation as detailed relates to content fees only and does not include out-of-pocket travel and expense costs. Any fees above this amount must be pre-approved by Salestream in writing. Milestones In the future for Salestream, LLC dba Erabond will need to be added to this SOW, Summary and Scope once we have decided on the dates and timelines for those programs
Company shall have fulfilled its obligations when any one of the following first occurs:
Contractor accomplishes the Company activities described within this SOW, including delivery to Company of the materials listed in the Section entitled “Scope of Work & Deliverable Materials,” and Company accepts such activities and materials without unreasonable objections. No response from Company within 4-business days of deliverables being delivered by Contractor is deemed acceptance.
Company and/or Contractor has the right to cancel services or deliverables not yet provided with 15 business days advance written notice to the other party.
Terms and Termination
This SOW was prepared based on the assumptions listed below. In the event that these assumptions change, Salestream will notify Salestream, LLC dba Erabond of the situation and, if appropriate, prepare a change request detailing any changes to the schedule and pricing: The Project will be executed on a continuous basis following the timeline. Any changes in the schedule may result in revised budget and/or timeline but must be approved in writing by Salestream. For all Project elements, Salestream, LLC dba Erabond will determine one point of contact each. All decisions and approvals will be made through these individuals. Salestream, LLC dba Erabond is responsible for providing all the items and basis of work Either party may cancel this program (part of full) by giving thirty (30) days prior notice in writing to the other party.
Project Change Control Procedure
The following process will be followed if a change to this SOW is required: A Project Change Request (PCR) will be the vehicle for communicating change. The PCR must describe the change, the rationale for the change, and the effect the change will have on the project. All requested changes will be reviewed by Salestream against the SOW. Changes determined to be out of scope or that are requested after approval dates will be reviewed and approved in writing by Salestream, LLC dba Erabond. In the event of delays due to Salestream, LLC dba Erabond or its Contractors that result in missed milestone dates, delivery dates and budgets will shift accordingly. If the performance of all or any part of the work under this SOW is suspended, delayed, or recovered, delivery dates and budgets will also shift accordingly. The major milestones dates established in this SOW are targets and may be adjusted by mutual agreement of the parties. Both Project Managers will review the proposed change and approve it for further investigation or reject it. Contractor and Contractor will mutually agree upon any charges for such investigation, if any. If the investigation is authorized, the Contractor Project Managers will sign the PCR, which will constitute approval for the investigation charges. Contractor will invoice Contractor for any such charges. The investigation will determine the effect that the implementation of the PCR will have on SOW price, schedule and other terms and conditions of the Agreement. Upon completion of the investigation, both parties will review the impact of the proposed change and, if mutually agreed, a Change Authorization will be executed. A written Change Authorization and/or PCR must be signed by both parties to authorize implementation of the investigated changes.
Relationship of Company and Contractor
Contractor is an independent contractor. Contractor is not the Company's employee or agent. Contractor will not be entitled to compensation for its Services except as provided in the Agreement and the Appendices. Contractor shall be responsible for payment of its employees' compensation, disability benefits, unemployment insurance, and for withholding income taxes and social security. Contractor shall not be entitled to receive any benefits provided by Company to Company's employees. Neither Company nor Contractor shall be deemed to be partners or agents of the other. Contractor agrees to indemnify and hold Company and its directors, officers and employees harmless from and against any claims, liabilities or obligations asserted against any of them for Company not withholding taxes or making unemployment and workers compensation payments and the like, as a result of Contractor's independent Contractor status. Such indemnification shall include any penalties and interest assessed thereon as well as the payment of reasonable attorneys' fees.
IN WITNESS WHEREOF, the parties hereto have caused this SOW to be effective as of the day, month and year first written above.