Statement of Work (sow)
Terms & Conditions
1. Definitions
(a) Client means the client named in this SOW.
(b) Confidential Information refers to any proprietary or confidential information shared during the course of this SOW, including financial, technical, legal, business, and personal data.
(c) Deliverable(s) refers to the materials identified in this SOW.
(d) Maverick Security means Maverick Security LLC.
(e) Maverick’s Intellectual Property includes all intellectual property created by Maverick Security in connection with the Services, including methodologies, designs, software, and related rights.
(f) Services refers to the services provided by Maverick Security as outlined in this SOW.
(g) SOW refers to this Statement of Work document.
2. Confidentiality
(a) Use and Care
Confidential Information shared by one party will be used only for its intended purpose and by those with a “need to know.” The receiving party must protect the information with at least the same level of care as its own confidential information.
(b) Exclusions
Information will not be confidential if it (i) was already known to the receiving party, (ii) becomes public without fault, (iii) is disclosed by a third party, (iv) is independently developed, (v) is authorized for release, or (vi) is required to be disclosed by law with prior notice.
3. Warranties, Exclusive Remedies, and Disclaimers
(a) Services Warranty
Maverick Security warrants that the Services will be performed with industry-standard skill, care, and diligence, in compliance with applicable laws.
(b) Remedy
If there’s a breach of the warranty, Client must notify Maverick Security in writing. Maverick Security will correct any deficient Services at no additional cost.
(c) Disclaimer
Maverick Security does not warrant that the Services will be error-free or detect all vulnerabilities. All implied warranties, including merchantability and fitness for a particular purpose, are disclaimed.
4. Ownership
(a) Maverick’s Intellectual Property
Maverick Security retains ownership of its Intellectual Property. Client receives a non-exclusive, royalty-free license to use Maverick’s Intellectual Property in the Deliverables only for their intended purpose.
(b) Deliverables
Client owns the copyright to the Deliverables, which are considered “works made for hire.” If not, Maverick Security assigns all rights to the Deliverables to the Client.
5. Indemnification
Each party agrees to indemnify the other party from third-party claims, damages, or expenses arising from (i) negligence, errors, or willful misconduct, or (ii) breach of confidentiality obligations under this SOW.
6. Limitation of Liability
Neither party will be liable for indirect, consequential, or punitive damages. Liability is limited to direct damages and will not exceed the total amount paid under this SOW.
7. Miscellaneous
(a) No Publicity
Neither party shall issue public statements about this SOW without prior written consent. No rights to use the other party’s trademarks or logos are granted.
(b) Equal Opportunity Employer
Maverick Security certifies compliance with relevant Equal Employment Opportunity and affirmative action laws.
(c) Non-Solicitation of Employees
During the term of this SOW and for one year thereafter, Client will not solicit or hire Maverick Security’s employees without written consent.
(d) Dispute Resolution
Disputes will first be addressed through negotiation, then mediation. Legal remedies may follow, with the prevailing party entitled to legal fees.
(e) Subcontracting
Maverick Security may subcontract portions of the Services to third parties, including those outside the United States.
(f) No Waiver
Failure to enforce any provision of this SOW will not waive that or any other provision.
(g) Partial Invalidity
If any provision is found unenforceable, the remainder of the SOW remains in effect, and the parties will negotiate a substitute provision.
(h) Governing Law
This SOW is governed by the laws of the Commonwealth of Virginia. Disputes will be resolved in Virginia courts.
(i) Force Majeure
Neither party is liable for delays due to events outside its control, provided that they notify the other party and take reasonable steps to resume performance.
(j) Entire Agreement; Amendment
This SOW is the complete agreement. Any amendments must be in writing and signed by both parties.
(k) Survival of Obligations
Obligations that should survive termination (such as confidentiality and indemnification) will remain in effect.
(l) Counterparts
This SOW may be executed in multiple counterparts, including electronic signatures, each of which is binding.
