1. Term

This Agreement covers all work agreed to by you (the “Client”) and Spryte, a division of Byte Consulting, Inc. Client shall have the right to terminate this Agreement upon two weeks written notice in which case Client’s only liability to you shall be for fees due and owing as of the date of termination.

You can terminate any project with 2-weeks notice.

We do this to ensure that the team has to produce week-in and week-out. If you’re unsatisfied, and we haven’t been able to meet your needs by changing teams or shaking things up, you shouldn’t be stuck with a team that’s not working for you.

2. Payment

Payment will be made at the beginning of each two week period, or as agreed to in writing between the parties. In the event any reimbursable expense is permitted, an invoice shall be accompanied by substantiating backup documentation. Spryte is not responsible for your withholding tax, employment tax or assessment, workers’ compensation or similar taxes, assessments or charges or any other payments to any third party unless otherwise agreed to by Spryte.

You pay 50% up front, and 50% at the end of each sprint.

We are a trustee in between you and your tech team. We work with an Agile Methodology, which means you get working tested code every 2 weeks. Your risk is low, and you’re not locked in.

3. Proprietary Rights

Unless specified in a separate Statement of Work (SOW), You agree that all deliverables, ideas, plans, designs, or any other materials developed, prepared, produced, or created by us, our employees or subcontractors under this Agreement, in whatever media ("Materials"), are works-made-for-hire. Materials become the sole and exclusive property of Client and all right, title and interest therein shall immediately vest in Client upon full and final payments.

You own the IP to any projects you build with Spryte

All resources on our Spryte teams have signed legal agreements with us, covering your rights as sole owner of any code they write. As long as you pay your bills, all code written during the sprints you’ve paid for is covered.

4. Warranty

We warrant and represent that (i) the services to be provided by us shall be performed in a professional and workman like manner; (ii) we are authorized to enter into the Agreement and any attached SOW; and (iii) your entering into the Agreement and the SOW will not violate any agreement between us and any third party.

You can count on us to be a trusted partner

We value our reputation and are commited to providing you the utmost professional services. We will ensure that when we enter into an agreement together, we have full authorization and will not be violating any other third party contracts we may have.

5. Non-Solicitation

Client will not directly or indirectly solicit any employee (directly related to the services being performed under this Agreement) of Spryte or Byte Consulting, Inc for employment or services while this agreement is in effect, nor during the one (1) year period following the termination or completion of this Statement of Work, unless otherwise agreed to by the Parties in writing. This clause shall not operate to preclude either party from contracting with or employing an employee of the other party who has responded to any public solicitation.

Our developers are not yours to hire

We value our developer partnerships. We know our developers are great, but we need you to respect the integrity of our platform. Spryte team members related to your Spryte project may not engage in work for you outside of your Spryte contract for a year after the agreement has ended. If you really like your developers and want to hire them on full time, let us know and we can work out exceptions.

6. Nondisclosure

As part of the Agreement, each party may disclose to the other or each party will have access to certain confidential and proprietary information of the other party (“Confidential Information”). Both parties agree to hold Confidential Information in strictest confidence, not to copy, reproduce or alter it, in whole or in part, or disclose it, other than to your employees or authorized subcontractors with a need to know, without the other party’s prior written consent. Confidential Information shall be used solely for the purposes of this Agreement. Upon termination or request from any party, the other party will destroy such Confidential Information, while retaining only one copy for legal, regulatory and compliance purposes.

Your information is safe with Spryte

Any confidential information shared between you and Spryte will be held in the highest confidence. If we need to share your information for any purpose, we’ll get your written consent.

7. Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ABOVE LIMITATIONS SHALL NOT APPLY TO LOSSES OR DAMAGES DESCRIBED WHICH ARE DUE TO A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR BREACH OF YOUR OBLIGATIONS RELATED TO CONFIDENTIALITY, PROPRIETARY RIGHTS OR INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF CONSIDERATION UNDER THIS AGREEMENT.

Your Spryte contract is here to protect all of us

No one is on the hook for damages from any cause outside of your contract. Our contract obligations are set to keep your business safe. We hope you feel confident in our commitments to you, as explicitly laid out in our agreement.

8. Compliance with Laws

Each party shall comply with all applicable Federal, state and local laws, orders and regulations related to its performance under this Agreement, including, but not limited to, the laws relating to equal employment opportunity and affirmative action.

Laws are laws

Spryte is commited to following the letter of the law in every associated jurisdiction and we expect the same of you.

9. General

This Agreement constitutes the entire Agreement between the parties and supersedes any and all prior or contemporaneous agreement, understanding, negotiation or warranty or representation between the parties in connection with the subject matter of this Agreement. In the event of a conflict between the terms and conditions of this Agreement and the SOW, then the terms of this Agreement shall prevail. Sections 5, 6, 7 and such other provisions that by their nature should survive, shall survive termination of this Agreement.

This is your one and only Spryte Agreement

We aim to keep everything as clear and transparent as possible. However, in the event of any inconsistemcies between the terms and conditions in this agreement, and any previous agreements relating to your Spryte project or SOW, this agreement will prevail.

10. Governing Law

This Agreement and the SOW shall be governed by the laws of New York State.

Spryte is proudly based in New York State

We must follow the laws of our home state. Therefore, your agreement and SOW are governed by the laws of New York. Arbitration typically ensures inexpensive & speedy resolution in the remote instance that there is ever a dispute.