Standard Terms of Agreement

1. Scope of Services

HelpDesk Services ("Consultant") provides software development, automation, and technical support services. Each project is governed by a specific Statement of Work (SOW) detailing the deliverables, timelines, and fees.

2. Intellectual Property

Upon full payment of all fees, all custom code, scripts, and applications developed specifically for the Client shall be considered "Work Made for Hire." Consultant retains rights to pre-existing libraries and general-purpose utility code used during development.

3. Confidentiality

Both parties agree to protect all sensitive business information, data, and trade secrets shared during the duration of the engagement. This obligation survives the termination of the agreement for a period of three (3) years.

4. Limitation of Liability

Consultant shall not be liable for any indirect, incidental, or consequential damages resulting from system downtime, data loss, or the use of software products developed. Maximum liability is limited to the fees paid for the specific deliverable in question.

5. Warranty

Consultant warrants that all software will perform substantially as described in the SOW for a period of 30 days post-delivery. This warranty does not cover issues arising from changes to third-party APIs or Windows OS updates.

Last Updated: February 2026