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Last Updated • June 2023
This Mutual Subcontractor Addendum (“Addendum”) supplements the Ridgeline Alliance PartnerProgram Agreement (“Alliance Agreement”) to further define the terms under which each Party may perform services for the other Party in the capacity of a subcontractor and is effective upon the date of effectiveness of any Schedule (as defined herein) or acceptance of any other document where thisAgreement is incorporated by reference. Each Party (“Hiring Party”) may, from time to time, require the services of the other Party (“Subcontractor”) and the Subcontractor is willing to perform services forHiring Party and/or its clients, all upon the terms and conditions set forth herein. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Alliance Agreement. Conflicts or inconsistencies between this Subcontractor Agreement and the Alliance Agreement relating toSubcontractor Services will be resolved in favor of this Subcontractor Agreement.
1.1 Each individual engagement under this Subcontractor Agreement will be defined on schedule substantially in the form of the Schedule A which is attached hereto (each a “Schedule”). Each Schedule Is to be separately executed and when so executed is incorporated by reference and shall become a part of this Subcontractor Agreement. Terms and conditions in said schedule(s) shall supersede any conflicting terms and conditions in this Subcontractor Agreement for only the specific engagement defined in saidschedule(s). Each Schedule, together with the terms and conditions of this Subcontractor Agreement, shall constitute and be construed as a separate agreement. Subcontractor agrees to provide Hiring Party those professional services described in each Schedule, as such Schedules may be updated or modified by mutual written agreement of the Parties (collectively described as “Subcontractor Services”). All suchSubcontractor Services shall be provided by Subcontractor subject to the direction of the Hiring PartyProject Manager, as identified on the applicable Schedule.
1.2 The Parties expressly acknowledge and agree that the Duration of Assignment dates contained in a Schedule are not firm performance dates and may be revised during the term of such Schedule, should acustomer’s requirements or instructions change or should any assumptions or estimates based on customer information prove to be inaccurate or incomplete or the customer fails to perform its obligations under a contract with a Party. Nonetheless, the Subcontractor agrees to use its reasonable endeavors to meet such dates and supply the Subcontractor Services in accordance with any timetable referred to in the relevant Schedule. The Subcontractor agrees to notify the Hiring Party promptly in writing if it expects to encounter, or encounters, delays.
1.3 In providing the Subcontractor Services under a Schedule, new information may surface that may necessitate a change in business requirements resulting in a change in project scope and, therefore,changes in the estimated level of effort, project timeline, or Subcontractor Services. Upon a Party's Request, such changes, and the associated fees for any additional Subcontractor Services to be provided,will be described in an updated or supplemental Schedule document (a “Change Order”).2. Fees and ExpensesHiring Party shall compensate Subcontractor for its Subcontractor Services hereunder by payment based on the rates and terms as shown in each applicable Schedule. Payments due to Subcontractor are due and payable by Hiring Party thirty (30) days after Hiring Party has received Subcontractor’s invoice for suchSubcontractor Services. Hiring Party shall reimburse Subcontractor for all reasonable and necessary travel and living expenses pre-approved by Hiring Party and incurred by Subcontractor in the performance of
Hiring Party shall compensate Subcontractor for its Subcontractor Services hereunder by payment based on the rates and terms as shown in each applicable Schedule. Payments due to Subcontractor are due and payable by Hiring Party thirty (30) days after Hiring Party has received Subcontractor’s invoice for suchSubcontractor Services. Hiring Party shall reimburse Subcontractor for all reasonable and necessary travel and living expenses pre-approved by Hiring Party and incurred by Subcontractor in the performance of© Ridgeline, Inc. 2023 17 Confidential The Subcontractor Services. Upon Hiring Party's written request, the Subcontractor will submit supporting expense documentation and copies of receipts to Hiring Party for expenses over $25.
3.1 The term of this Subcontractor Agreement shall commence on the Effective Date hereof and shall continue in effect until terminated as provided herein.
3.2 This Subcontractor Agreement, or any Schedule hereunder, may be terminated by either Party Giving written notice of termination in the event that the other Party defaults in any of its material obligations under this Subcontractor Agreement and fails to cure such default within ten (10) days of receipt of written notice specifying the nature of the default.
3.3 Either Party may terminate this Subcontractor Agreement or any Schedule (i) at any time for convenience upon thirty (30) days prior written notice, (ii) in connection with the termination of theAlliance Agreement, or (iii) should circumstances change such that Subcontractor’s performance of any part of the Subcontractor Services would be illegal or otherwise unlawful.
3.4 Upon termination, Subcontractor will be entitled to receive payment for all SubcontractorServices rendered through the date of termination (including for work in progress). Upon termination of any Schedule, Subcontractor shall immediately cease rendering Subcontractor Services to Hiring Partythereunder and shall immediately return to Hiring Party any of Hiring Party’s property in Subcontractor's Possession together with all data and other results of the Subcontractor Services relating to such Scheduleupon payment.
3.5 Upon expiration or termination of this Subcontractor Agreement for any reason, those provisions of this Subcontractor Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, disclaimers, indemnities and limitation of liability. Upon termination or expiration of this Subcontractor Agreement for any reason, each Partyshall return (or if return is not feasible, destroy and, upon written request by each Party, certify to such destruction in writing under penalty of perjury) all Confidential Information of the other and all copies and embodiments thereof in its possession or under its reasonable control. Those sections of the AllianceAgreement that are referenced herein shall continue to apply to this Subcontractor Agreement for so long as it remains in force and effect, notwithstanding the expiry or termination of the Alliance Agreement.
The Parties agree that the terms of the Alliance Agreement shall apply in all respects regarding: (a) the definition and treatment of Confidential Information with respect to the Parties’ treatment of ConfidentialInformation hereunder and (b) Partner’s security and privacy programs, including without limitation theRidgeline Partner Security Addendum, with respect to Partner’s protection and processing of any data accessed in connection with the Subcontractor Services. In addition, in the event of any breach of security leading to the unauthorized access, use alteration or disclosure of any Hiring Party ConfidentialInformation (a “Security Breach”), Subcontractor shall notify Hiring Party without undue delay and in any event within forty-eight (48) hours of becoming aware of the Security Breach. Subcontractor will promptly take all actions relating to its security measures that it deems necessary and advisable to identify and remediate the cause of a Security Breach. In addition, Subcontractor will promptly provide HiringParty with: (a) reasonable cooperation and assistance with regard to the Security Breach, (b) reasonable information in Subcontractor’s possession concerning the Security Breach insofar as it affects HiringParty, including remediation efforts and any notification to government authorities and, (c) to the extent© Ridgeline, Inc. 2023 18 Confidential Known: (i) the possible cause of the Security Breach and (ii) the categories of Confidential Information Involved.
The Parties further agree to Process any Personal Data in connection with the Subcontractor Services in accordance with the Supplier Data Protection Agreement at https://www.ridgelineapps.com or otherwise posted on Ridgeline’s legal or similar hosted terms page as may be updated from time to time.
6.1 Subcontractor agrees that, subject to and without limiting Section 2 of the Alliance Agreement Regarding each Property Owner’s Property, upon payment in full, all inventions, improvements,discoveries or developments including, but not limited to, computer software, source code, models,algorithms, specifications, designs, documentation, text, copy, artwork, and other materials developed or authored by Subcontractor which Subcontractor may make or conceive, either solely or jointly with others, whether arising from Subcontractor’s own efforts or suggestions received from any other source,which arise out of the Subcontractor Services provided hereunder, whether or not specifically defined asContract Deliverables on any Schedule hereto, (collectively, “Work Product”) will be owned by HiringParty with a worldwide, non-exclusive, perpetual, irrevocable, transferable, royalty-free license granted to the Subcontractor to use, reproduce, display, publish, maintain, modify, and distribute the same, stripped of any information specific to the other party or customers, as applicable. Notwithstanding anything to the contrary herein, any pre-existing intellectual property of either Party or its Affiliates incorporated in suchWork Product shall remain the exclusive property of such Party and is licensed to the other Party for use only to the extent necessary for such party to utilize Work Product it owns (provided that any information specific to the owner thereof and the customer is removed). Notwithstanding the foregoing, the parties agree that any rights, title and interest to work, materials or Intellectual Property, including tools,processes, know-how and methodology, owned or developed prior to or independently of this Agreementor any applicable Schedule (“Pre-Existing Property”) shall remain the exclusive property of the party to whom it belonged prior to the execution of the applicable Schedule and that any Derivative Works of PreExisting Property will be owned solely by the owner of the Pre-Existing Property even if created bySubcontractor performing Services under this Agreement. Subcontractor shall sign such documents and take such actions as may be reasonably necessary to carry out the above provision.
(a) it will perform the Subcontractor Services with reasonable skill and care, and with respect to any deliverable that the Subcontractor is obligated to furnish hereunder (collectively, the “Deliverables”)or Subcontractor Services, for a period of thirty (30) days following delivery of the particular Deliverable Or the performance of such other Subcontractor Services (the “Warranty Period”), all Deliverables andSubcontractor Services will conform with the applicable written specifications set forth on the applicableSchedule in all material respects. Subcontractor does not warrant that any Deliverable will operate uninterrupted or error-free. In the event that Hiring Party notifies Subcontractor during the WarrantyPeriod that any Deliverable or Subcontractor Service fails to conform to the foregoing warranty in any material respect, the sole and exclusive remedy of the Hiring Party will be for Subcontractor, at its expense, to promptly use commercially reasonable efforts to cure or correct such failure. Upon failure of the foregoing, as the Hiring Party’s sole and exclusive remedy, and as Subcontractor’s entire liability for such failure, Subcontractor will refund to Hiring Party the amounts actually paid by Hiring Party for the nonconforming Deliverable or Subcontractor Service. The foregoing warranty is expressly conditioned upon (i) the Hiring Party providing Subcontractor with prompt written notice of any claim thereunder prior to the expiration thereof, which notice must identify with particularity the non-conformity; (ii) theHiring Party’s full cooperation with Subcontractor in all reasonable respects relating thereto, including, in the case of modified software, assisting Subcontractor to locate and reproduce the non-conformity; and(iii) with respect to any deliverable, the absence of any alteration or other modification of suchDeliverable by any person or entity other than Subcontractor.
(b) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SUBCONTRACTOR DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, WHETHER SUCH REPRESENTATION, WARRANTY, OR CONDITION BE EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF TITLE, NON INFRINGEMENT,MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION, WARRANTY OR CONDITION FROM COURSE OF DEALING OR USAGE OF TRADE.
8.1 Subcontractor shall indemnify and hold harmless Hiring Party and its officers, directors,employees, agents and shareholders from and against all losses, claims, liabilities, damages, demands,costs and expenses (including reasonable attorneys' fees and expenses, collectively, the “Liabilities”);incurred by or asserted against Hiring Party by a third party to the extent such Liabilities arise from the infringement or alleged infringement (or misappropriation or attempted misappropriation) of theDeliverables upon any third party’s trade secret, trademark, service mark, or copyright. The Hiring Partyshall indemnify and hold harmless Subcontractor and its officers, directors, employees, agents and shareholders from and against all Liabilities incurred by or asserted against any such Party by a third party to the extent such Liabilities arise from any claim that Subcontractor’s possession, use or modification of any software, documentation, data or other property provided by the Hiring Party infringe upon or misappropriate any third party’s trade secret, trademark, service mark, copyright or patent rights,or that any Work Product developed by the Subcontractor to the extent based on any instructions,information, direction, or specifications provided by the Hiring Party, infringes any third party’s patent rights.
8.2 Subcontractor shall have no obligation under this Section or other liability for any infringement or misappropriation claim resulting or alleged to result from: (1) the Deliverable having been modified or altered by any person or entity other than Subcontractor; (2) any claim arising from any instruction,information, design or other materials furnished by any third party including the Hiring Party toSubcontractor hereunder; or (3) the Hiring Party’s continuing the allegedly infringing activity after being notified or informed thereof and provided with modifications that would have avoided the alleged infringement. This Section 10 sets forth the exclusive remedy and entire liability and obligation of eachParty with respect to intellectual property infringement or misappropriation claims, including patent or copyright infringement claims and trade secret misappropriation.
8.3 In the event of an infringement or misappropriation claim as described in this Section arises, or ifSubcontractor reasonably believes that a claim is likely to be made, Subcontractor, at its option and in addition to its indemnification obligations, may: (i) modify the applicable Deliverables provided under theSubcontractor Services so that they become non-infringing but functionally equivalent; or (ii) replace the applicable Deliverables with material that is non-infringing but functionally equivalent; or (iii) obtain for the Hiring Party the right to use such Deliverables upon commercially reasonable terms; or (iv) remove the infringing Deliverables and refund to the Hiring Party the fees received for such Deliverables that are the subject of such a claim, reduced in accordance with three-year straight line depreciation.
THE PROVISIONS OF SECTION 9 OF THE ALLIANCE AGREEMENT APPLY TO CLAIM SARISING OUT OF OR IN CONNECTION WITH THIS SUBCONTRACTOR AGREEMENT OR THE SUBCONTRACTOR SERVICES.
Subcontractor agrees that Subcontractor shall be considered an independent contractor and that neither Subcontractor nor its employees shall be deemed to be an employee of Hiring Party. Subcontractor may not subcontract or delegate any duties or obligations under this Subcontractor Agreement or any Schedule without the prior written consent of Hiring Party, which consent shall not be unreasonably withheld but may be subject to the Customer’s sole discretion. If Subcontractor sub contracts or delegates any of its duties, obligations or performance hereunder or under any Schedule to any third party, Subcontractorsh all remain fully responsible for complete performance of all of Sub contractor’s obligations set forth in the Schedule and this Subcontracting Agreement. In addition, Subcontractor will be responsible for the acts and omissions of its downstream subcontractors (including its Affiliates) performing any of the Services and any such down stream subcontractor (including its Affiliates) must be bound in writing to comply with the provisions of this Subcontracting Agreement, including but not limited to all security requirements and confidentiality obligations set forth in (or incorporated by reference in) as well as the Data Protection Agreement and effective between the Hiring Party and the Subcontractor.
The provisions of Section 10 of the Alliance Agreement are incorporated by reference to this Addendumand made a part here of as if the same were included in this Subcontractor Agreement.
Schedule A
Consultant Project :
Project Effective :
Date :
This Subcontractor Services Schedule (this “Schedule”) is entered into as of the Project Effective Dateand is governed by and made a part of the Mutual Subcontractor Agreement to which it is attached, which are between Ridgeline, Inc. (“Ridgeline”) and (“Consultant” or “<”Partner”>”) (the“Subcontractor Agreement”). In the event of a conflict between the terms of this Schedule and the terms of the Subcontractor Agreement, the terms of this Schedule shall prevail. All capitalized terms not otherwise defined here in shall have the same meaning as in the Subcontractor Agreement.
A. The Parties agree that [Ridgeline/Consultant] (the “Hiring Party”) is subcontracting certain obligations to [Consultant/Ridgeline] (the “Subcontractor”) under this Schedule.
B. The Hiring Party and its customer, (“Customer”), have various obligations and responsibilities in connection with the Project as further described in the statement of work (“SOW”),entered into between the Hiring Party and Customer attached hereto. This Schedule describes theSubcontractor Services that the Subcontractor will perform for, and on behalf of the Hiring Party in support of the professional services obligations described in the SOW.
C. Insert any other specific relevant terms and descriptions
A. Insert description of services to be performed by Subcontractor and/or reference relevant parts of SOW
[Note: Include only if the parties agree to additional fees over the SOW fees]A. Subcontractor Services provided by the Subcontractor under this Schedule shall be submitted by Subcontractor [periodically -specify], by email, designated software portal, or file upload to Hiring Party. Submissions must be made within 7 days from completion of the period. Adjustments or disputes of submissions by Hiring Party must be initiated within 21 days from completion of the weekly period. Feess hall be billed at $___ USD an hour.
B. All services will be billed on a time and materials basis as provided in the SOW.
C. All travel and entertainment expenses incurred by Subcontractor associated with this Schedule must be pre approved in advance by the Hiring Party’s project manager before being incurred and expensed by Subcontractor.
D. The parties acknowledge and agree that the total fees shall not exceed $___ for this Schedule without written approval from the Hiring Party.
IN WITNESS WHEREOF, the parties have entered this Schedule and the Subcontractor Agreement as of the Project Effective Date.
By : ______________________________________________________ _____________________________
[ Printed Name ] _____________________________
[ Title ]
Date :
Signed :
By : ______________________________________________________ _____________________________
[ Printed Name ] _____________________________ ______________________________
[ Title ]
Date :
Signed :
[Attach Assigned/Subcontracted SOW if desired]
