CUSTOM SOFTWARE DEVELOPMENT
SERVICE AGREEMENT (SLA)
This Custom Software Development Service Level Agreement (the “Agreement”) is effective on the date of Service Recipients acceptance and signature contained herein. This SLA is:
BETWEEN:
GNV, LLC dba THiiO (the "Service Provider"), a company organized and existing under the laws of the State of Utah, with its head office located at:
30 N. Gould, Suite R
Sheridan, WY 82801
AND:
[SECOND PARTY NAME] (the "Service Recipient"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
30 N. Gould, Suite R
Sheridan, WY 82801
WHEREAS, the Service Provider is engaged in the business of providing Custom Software Development services, including Systems Architecture, Solutions Architecture, Software Maintenance, and Software User Support, more specifically described in Scope of Services of the present Agreement.
WHEREAS, the Service Recipient wishes to receive the services being provided by the Service Provider.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1 . TERM OF THE AGREEMENT
1.1 The present Agreement shall commence from the effective date mentioned hereof and shall continue to be in force on a month-to-month basis, unless terminated earlier in accordance with any of provisions of the present Agreement. At the expiration of the stipulated term, the Agreement may be renewed at the option and consent of both the parties.
2. SCOPE OF SERVICES
2.1 The present Agreement shall commence from the effective date mentioned hereof and shall continue to be in force on a month-to-month basis, unless terminated earlier in accordance with any of provisions of the present Agreement. At the expiration of the stipulated term, the Agreement may be renewed at the option and consent of both the parties.
3. REPRESENTATIONS BY THE SERVICE RECIPIENT
3.1 Service Availability
The Service Availability shall be on the basis of the following Services:
The Software Development shall be performed on the basis of the following schedule:
8:00am – 5:00pm Central Time, Monday - Friday
3.2 Service Level
3.3 Response Time and Resolution Time
The Response time for Critical and High Priority Levels shall be 4 hours, 8 hours for Medium Priority, and within 2 business days for Low Priority.
4. WARRANTIES BY SERVICE PROVIDER
4.1 The Service Provider warrants as follows:
4.1.1 It shall perform its services and the roles and duties under the present Agreement diligently.
4.1.2 It shall not directly or indirectly solicit the clients or employees of the Service Recipient.
4.1.2.1 If, during the term of this Agreement and for 24 months thereafter, Service Recipient directly or indirectly retains the services (whether as an employee, independent contractor or otherwise) of any employee of Service Provider (or ex-employee within 24 months of the employee’s termination from Service Provider) who has provided services to Service Recipient on behalf of Service Provider, Service Recipient agrees that Service Provider will be damaged, but that the amount of this damage will be difficult to determine. Accordingly, Service Recipient agrees that for each such individual described above hired by Service Recipient, Service Recipient will pay Service Provider Twenty-five Thousand Dollar ($25,000) as liquidated damages per individual hired.
4.1.3 Intentionally Left Blank
4.1.4 It shall observe the terms of the Agreement in good faith.
5. It has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
6. WARRANTIES BY SERVICE RECIPIENT
6.1 The Service Recipient warrants as follows:
6.1.1 It shall provide all reasonable assistance to the Service Provider to facilitate the performance of services by the Service Provider.
6.1.2 It shall release the payment to the Service Provider on time.
6.1.3 It shall provide accurate information that the Service Provider requires for the performance of its services.
7. CONFIDENTIAL INFORMATION
7.1 Each and any party (“Disclosing Party”) may disclose or grant to any other party (“Receiving Party”) access to information that the Disclosing Party considers confidential or proprietary (“Confidential Information”). Confidential Information, as used in this Agreement, shall mean any information or data which, (a) if in tangible form or other media that can be converted to readable form, is clearly marked as proprietary, confidential or private when disclosed, (b) if oral or visual, is identified as proprietary, confidential, or private at the time of disclosure, or (c) is of a nature or is disclosed under circumstances such that a reasonable person would consider it confidential
7.2 A Disclosing Party's Confidential Information shall not include information that (a) is or becomes part of the public domain through no act or omission of a Receiving Party, (b) was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained by the Receiving Party from the Disclosing Party. (c) is disclosed to the Receiving Party by a third party not known to the Receiving Party, following reasonable inquiry, to be subject to an obligation of non-disclosure with respect to such information, or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
7.3 The Receiving Party agrees to hold in confidence and not to disclose or reveal to any person or entity the Disclosing Party's Confidential Information, and not to use the Disclosing Party's Confidential Information for any purpose other than in connection with the parties' discussions regarding, and performance of, a transaction. Without limiting the generality of the foregoing, the Receiving Party shall not disclose Confidential Information of the Disclosing Party to any of the Receiving Party's employees or agents except those employees or agents who are required to have such Confidential Information in order to participate in the parties' discussions regarding, or performance of, a transaction, and who are under a written obligation of confidentiality or nondisclosure to the Receiving Party. The Receiving Party agrees to take commercially reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees in breach of this Agreement, including but not limited to advising each permitted employee to whom Confidential Information is disclosed of his/her obligations regarding confidentiality and non-use of such information. The Receiving Party shall be fully responsible for any breach of this Agreement by its employees. The Receiving Party may disclose Confidential Information of the Disclosing Party if required by law or judicial, arbitral or governmental order or process, provided the Receiving Party gives the Disclosing Party prompt written notice of such requirement, reasonably co-operates (at the Disclosing Party's expense) with the Disclosing Party's efforts to obtain a protective order or other appropriate relief, and discloses only the Confidential Information required to be disclosed under such law, order or process.
7.4 The parties agree to return to each other, or to destroy upon written request of the other party, any and all Confidential Information received pursuant to this Agreement, together with all copies that may have been made, promptly upon request of the other party, or, if not requested earlier, upon completion of the transaction or termination of this Agreement. Upon destruction of Confidential Information or any copies thereof, the party accomplishing such destruction shall certify in writing to the other party that such destruction has occurred.
7.5 The Receiving Party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Agreement and that such breach would cause irreparable harm to the Disclosing Party. The Disclosing Party shall thus be entitled to seek immediate injunctive relief, in addition to whatever other remedies it might have at law or in equity, in the event of an actual or threatened breach of this Agreement by the Receiving Party.
7.6 Confidential Information shall remain the sole and exclusive property of the Disclosing Party. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. No warranties of any kind are given for the Confidential Information disclosed under this Agreement.
7.7 For a period of twenty four (24) months following the termination of this Agreement, whether by resignation or otherwise, the Receiving Party agrees not to directly or indirectly solicit, recruit, or hire any employee, independent contractor, or consultant of the Company, nor shall the Receiving Party directly or indirectly solicit any clients, customers, or accounts of the Company with whom the Employee had material contact during the term of this Agreement.
7.8 The Parties agree that, during the term of this Agreement and for a period of two (2) years following its termination or expiration, neither Party shall, directly or indirectly, make any statements or take any actions that would disparage or defame the other Party, its employees, officers, directors, or affiliates. This includes any public or private communication, written or oral, that could damage the reputation, goodwill, or standing of the other Party. Notwithstanding the foregoing, this provision shall not apply to statements made in the course of any legal proceeding, investigation, or as required by law.
8. TERMINATION
8.1 The present Agreement shall be automatically terminated at the expiration of the period, as mentioned in section 1 of the present Agreement, unless the Agreement is renewed at the end of the mentioned term.
8.2 However, both the parties shall have the right to terminate the present Agreement by providing each other with a prior written notice of 30 days. On such amicable termination, the Service Provider shall provide all reasonable assistance to the Service Recipient in the development of the transition plan in order to separate the shared domains, and this transition plan should be completed within 90 days of signing of the consent of the termination of the contract.
9. GOVERNING LAW
9.1 This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Utah and shall be binding upon the parties hereto in the United States and worldwide. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal or state court within State of Utah in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, and agrees that process may be served upon it in any manner authorised by the laws of the State of Utah for such persons and waives and covenants not to assert or plead any objection that they might otherwise have to jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings based upon or arising out of this Agreement or the matters contemplated herein (whether based on breach of contract, tort, breach of duty or any other theory) except in such courts.
10. SUCCESSORS AND ASSIGNS
10.1 Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon the parties hereto and their respective successors, assigns, heirs, executors, and administrators.
11. ENTIRE AGREEMENT
11.1 This Agreement, the exhibits, and schedules hereto, the Related Agreements and the other documents delivered pursuant hereto constitute the full and entire understanding and Agreement between the parties with regard to the subjects hereof, and no party shall be liable for or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements, except as specifically set forth herein and therein.
12. SEVERABILITY
12.1 In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
13. NOTICES
13.1 All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail, telex or facsimile if sent during normal business hours of the Service Recipient, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.
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