Services agreement
Prepared for
[Client legal name]
Paid work, fees, and ownership. Software we create stays with Agents in Motion LLC.
Services agreement
Prepared for
Paid work, fees, and ownership. Software we create stays with Agents in Motion LLC.
Between Agents in Motion LLC and the client named on the statement of work. Version 1.0. Have counsel read it before signing.
Contents
1 · Parties
This agreement is between Agents in Motion LLC, operating as In Motion Automation (“we” and “us”), and the client named on the statement of work (“client”). Notices go by email to mr.roboto@agentsinmotion.ai and to the client email on the statement of work. Email is enough.
2
This agreement covers paid work we do for the client. Each job has a statement of work that names the work, the price, and the dates. Working guidelines explain the same rules in shorter form. If a statement of work conflicts with this agreement on price or dates, the statement of work wins. On ownership of software, this agreement wins.
3
We start a job when that statement of work is signed and the start payment has arrived. A conversation, a message, or a proposal is not a statement of work. Both sides may sign in counterparts, including by electronic signature and by an email from the notice address that says the party agrees.
4 · Fees
The client pays the price on the statement of work. Unless that document names another split, half is due before we start and half is due when we hand the work over. Invoices are due on receipt.
If an invoice is still unpaid seven days after its due date, we may pause the work until it is paid. We will say so by email before we pause.
Fees pay for the work described and for permission to run the software under section 6. Payment does not transfer the software.
We add tax only when a rule requires it. The client pays the client’s own taxes on its business. We pay ours. We are an independent contractor. This agreement does not create employment, a partnership, or authority for either party to bind the other.
5 · Ownership
Agents in Motion LLC owns the software it creates. That includes code, agents, prompts, workflows, tools, libraries, configurations we write, and every improvement to them.
Who asked does not matter. A request from the client, from a person who works for the client, from a vendor, or from us does not move ownership. Payment does not move ownership. A handoff, a login, or a copy of a file on the client’s systems does not move ownership.
This work is not a work made for hire for the client. If a statute would place any right in the client anyway, the client assigns that right to Agents in Motion LLC as soon as the right arises, and will sign a further paper if we ask.
People who do the work for us, including contractors, write for us. Their work product in the job is ours. A change the client makes to our software does not give the client ownership of our software. The client may use that change only inside the permission in section 6.
6 · Permission
When the client has paid for a statement of work, the client may run the installed software in the client’s own business. The permission is non-exclusive and non-transferable. It lasts while the fees for that work stay paid.
The client may not sell, rent, sublicense, publish, or white-label the software, and may not remove ownership notices. A buyer of the client’s business may keep running the already-installed copy on these same terms if the fees stay paid. That continuation is not a transfer of ownership.
Operating notes and reports we write for that job may be kept and shared inside the client’s business. Our blank templates stay ours. We are not required to deliver source code unless the statement of work says we will. We may reuse the software, including for other clients, and we will not reuse the client’s confidential information, customer data, or marks when we do.
7 · Client materials
Files, records, customer data, accounts, domains, credentials, and marks the client already owns stay the client’s. We use them only to do the work. We return or delete them when the job ends, except copies we must keep for accounting, tax, or a dispute.
The client is responsible for having the right to give us those materials. We may use agents and other software to perform the work. That use does not give the client ownership of what we create, and it does not give a tool vendor ownership of the client’s materials. We do not submit client confidential information for the purpose of training a public model.
Open-source components stay under their own licenses.
8 · Confidence
Each party keeps the other’s non-public business information confidential and uses it only to perform this agreement. The duty lasts for three years after the job ends. It does not cover information that is already public, already known without a duty, independently developed, or required by law to be disclosed. We may share it with people working on the job who are under a similar duty.
9
We may state that we did the work for the client, and we may describe the outcome, unless the statement of work says we may not. We will not publish the client’s confidential numbers without a separate written yes.
10 · Promise
For fourteen days after handoff, we will fix defects that stop the software from doing what the statement of work says it does. A new behavior is a new statement of work, or a written change both sides sign. If the statement of work includes a longer support period, we do what that period names.
We do not promise that a third-party service will stay available. We do not promise uninterrupted operation after the fourteen days unless that support period says so.
11
Our total liability arising out of a statement of work is the fees the client paid us under that statement of work. Neither party is liable to the other for lost profits or indirect damages. This limit does not apply to a breach of section 8, to misuse of the other party’s intellectual property, or to fraud.
12 · End
Either party may end a statement of work for convenience on fourteen days’ written notice. Fees for work already handed over stay due. If the client ends before handoff, we keep the start payment and we do not bill the second half. If we end before handoff for a reason other than an unpaid invoice or the client’s breach, we refund the start payment.
Either party may end this agreement if the other party materially breaches and does not cure within fourteen days after written notice. We may also end it if an invoice stays unpaid for seven days after we gave notice of a pause.
Ending the agreement does not move ownership. Our software stays ours. Permission to run software the client has paid for continues under section 6. Unpaid work carries no permission.
13 · General
Florida law governs this agreement. The parties submit to the state and federal courts located in Florida. This agreement and the signed statements of work are the whole agreement on this subject. A change must be written and signed, including by email from both notice addresses.
The client may not assign this agreement. We may assign it to a successor of Agents in Motion LLC. No third party is a beneficiary. If a court holds one sentence unenforceable, the rest stays in force.
Agents in Motion LLC
Jake Krajewski
Authorized signatory
Date
Client
[Name, title]
[Client legal name]
Date