Professional Services Policy
Statements of Work (SOW)
All services to be performed under an Order Form shall be described in either an Order Form or a separate written, mutually agreed to, SOW signed by authorized representatives of both parties (each a “SOW”), each of which is expressly made subject to the terms and conditions of this Agreement. Customer agrees to retain Nextworld to perform the consulting services described in each SOW (the "Services"), and Nextworld agrees to perform the Services on the terms and subject to the conditions and assumptions set forth in this Agreement. Statements of Work should contain descriptions of the Services and a description of any deliverables to be provided by Nextworld, Nextworld’s compensation, and any additional terms and conditions the parties deem appropriate. Customer and Nextworld expressly acknowledge and agree that any schedules or timelines shall not be considered firm or fixed performance dates, are only to be regarded as estimated beginning and completion dates for the tasks and activities to be performed hereunder and are expected to be revised during the term of any engagement. Nextworld agrees to use diligent efforts to meet schedules. All Services and Deliverables are accepted upon delivery.
Change Orders
Each party may request changes that affect the scope or duration of the Services relating to any SOW. Neither party shall be bound by any change requested by the other party, until such change has been memorialized in writing and signed (or otherwise agreed to in writing, including e-mail) by authorized representatives of each party (“Change Order”). Each Change Order will be subject to the terms and conditions of this Agreement.
Location and Access
Nextworld may perform the Services at Customer’s premises, Nextworld’s premises or such other premises that Customer and Nextworld may deem appropriate. The SOW may describe the location where Nextworld will perform Services. Customer will permit Nextworld to have reasonable access to Customer’s premises, personnel and computer equipment for the purposes of performing the Services at Customer’s premises.
Customer Assistance
Customer shall provide Nextworld with such resources, information, cooperation, and assistance as Nextworld may reasonably request in connection with the performance of the Services. Without limiting the generality of the foregoing, in the event the Services are provided on Customer’s premises, Customer shall provide safe and adequate space, power, network connections, and other resources as reasonably requested by Nextworld, whether requested during regular business hours or otherwise. Customer acknowledges and agrees that Nextworld’s ability to successfully perform the Services in a timely manner is contingent upon its receipt from Customer of the information, resources and assistance requested. Nextworld shall have no liability for deficiencies in the Services or Deliverables, or failure to meet any Schedule, resulting from the acts or omissions of Customer, its agents or employees or performance of the Services in accordance with Customer’s instructions.
Customer Information
Customer acknowledges and agrees that Nextworld may, in performing its obligations pursuant to this Agreement, be dependent upon or use data, material, and other information furnished by Customer without any independent investigation or verification thereof, and that Nextworld shall be entitled to rely upon the accuracy and completeness of such information in performing the Services. Nextworld, in performing the Services, will be making recommendations and providing advice, but all decisions as to implementing such advice and recommendations shall be made by and shall be the sole responsibility of the Customer and Nextworld shall be entitled to rely on all such decisions of Customer.
Nonsolicitation
Both parties agree that during the term of this Agreement and for a period of 12 months thereafter, neither party shall solicit, negotiate with or offer employment to (whether as an employee, officer, director, partner, consultant or otherwise), directly or indirectly, either party’s present or former personnel, with whom they have either had contact or been referred to during the term of this Agreement, without first notifying an authorized designee of the other party of such intent in writing. Due to the scarcity of human resources that possess the skills and experience necessary to perform services on behalf of Nextworld, Customer acknowledges that Nextworld’s damages and losses resulting from any breach of this Section f would be extremely difficult to fix in an actual and accurate amount. Therefore, it is further agreed that if Customer breaches this Section f by hiring any Nextworld personnel (whether as an employee, officer, director, partner, consultant or otherwise), Customer will pay a fee equal to one hundred percent (100%) of the projected one-year annualized compensation for the person or persons hired as liquidated damages. This fee would be payable immediately upon acceptance of hire.
Ownership
“Nextworld Reserved Technology” means any ideas, concepts, know-how, knowledge, techniques, tools, approaches, methodologies, templates, operating instructions, standardized features, other technology, or any intellectual property rights created, developed, owned or licensed by Nextworld (i) prior to the Effective Date of this Agreement or (ii) during the term of this Agreement but outside the scope of this Agreement and any SOW or (iii) during the term of this Agreement that are generally applicable and not Customer-specific. “Deliverables” means all work product that Nextworld creates specifically for Customer under any SOW and all patents, copyrights, trade secrets or other proprietary rights in or to the foregoing. Nextworld shall own all worldwide right, title and interest in and to the intellectual property rights embodied in the Nextworld Reserved Technology and Deliverables. Upon Nextworld’s receipt of full payment for Deliverables, Nextworld hereby grants to Customer a worldwide, non-exclusive, perpetual, transferable, right and license to use Deliverables for its business purposes. Nothing in this Agreement shall prevent Nextworld from creating derivative works based on the Nextworld Reserved Technology, developing, modifying, using, marketing, distributing or otherwise commercially exploiting the Nextworld Reserved Technology in any manner. Nextworld reserves all rights not expressly granted to Customer under this Agreement. Nothing contained herein shall be construed as limiting Nextworld’s rights to commercially use or market in the conduct of Nextworld’s business general ideas, concepts, know-how, knowledge, market analysis, frameworks, techniques, tools, approaches, and methodologies or other residual values possessed or known to Nextworld or learned or developed during the course of providing the Services, without obligation of any kind to Customer.
Limited Warranty
Nextworld represents and warrants that Nextworld will perform the Services in a good and workmanlike manner. As Nextworld’s sole obligation and Customer’s sole and exclusive remedy for breach of this warranty, Nextworld will re-perform any defective services at no additional cost to Customer.
Effective May 2022, Version 1.0
