These Statement of Work Terms and Conditions apply to professional services provided by NewRocket Canada Corporation (a Canadian corporation with offices at 1000 Innovation Drive, Suite 500, Kanata, ON K2K 3E7), and its Affiliates, (“NewRocket”), to the Client in the applicable Statement of Work. NewRocket and Client each a “Party” and, collectively, the “Parties”. The Parties hereby agree as follows:
These Terms and Conditions (“Terms”) describe the terms and conditions under which NewRocket or its Affiliates will perform Services for and deliver Deliverables to Client or Client Affiliates.
All professional services (“Services”) provided by NewRocket to Client will be initiated through the execution of individual Statements of Work (“SOW”) by authorized representatives of both Parties, and only changed by a written change request signed by both Parties (“Change Request”). These Terms do not obligate a Party to provide any services or execute any SOW. If Services are to be performed at Client’s location (the “Client Premises”), Client will provide suitable space and facilities and such other services or materials as NewRocket may reasonably request. NewRocket will observe Client’s rules and regulations relating to such Client Premises, including safety regulations and security requirements.
NewRocket may perform Services offshore, including from locations outside Client’s country, as necessary to fulfill the scope of the SOW. All offshore Services shall be conducted in compliance with applicable laws, regulations, and Client’s security and confidentiality requirements. NewRocket shall ensure that all personnel performing offshore Services possess the requisite skills and qualifications.
In consideration of NewRocket’s performance of Services, Client will pay all amounts specified in the relevant SOW, including, without limitation, any Expenses incurred by NewRocket in connection with the Services.
Service Fees and Expenses will be calculated by NewRocket and invoiced to Client on a monthly basis. Service fees and any applicable Expenses will be invoiced separately. Expense invoices will contain an itemization of the expenses and copies of receipts supporting each expense over the equivalent of twenty-five (25) USD.
Payment will be due net thirty (30) days from the invoice date. All payments due will be made in CAD via check or wire transfer of immediately available funds to an account designated in writing by NewRocket to Client.
Payments made later than the due date will accrue interest at the lesser rate of 1.5% per month or the maximum allowed by applicable law. NewRocket reserves the right to suspend Services should Client fail to pay invoices when due, and will provide written notice. Client remains responsible for all outstanding balances for work performed through the suspension date. Once payment is received, NewRocket will reschedule work activities and update relevant project plans.
For multi-year SOWs, the rates set forth in the SOW shall be subject to an annual adjustment based on the Consumer Price Index (“CPI”) as published by Statistics Canada or a comparable authority. The adjustment shall be calculated annually on the SOW anniversary date, with differentiated caps for onshore and offshore resources as set forth in the SOW.
NewRocket will invoice, collect, and remit any required taxes associated with the delivery of all Services, including sales, use, excise, and value-added taxes (VAT). If NewRocket is required to remit any tax or duty on behalf of Client, Client will reimburse NewRocket within thirty (30) days after written notification. Client will provide a valid tax exemption certificate where applicable.
Client retains all right, title, and interest in all pre-existing information, Client data, software, tools, and materials developed by or for Client prior to commencement of the Services (“Client Pre-Existing IP”). Client grants NewRocket a worldwide, non-exclusive, non-transferable, royalty-free license to use Client Pre-Existing IP solely as required to perform the Services.
NewRocket retains all right, title, and interest in all pre-existing information, data, software, tools, and materials developed by or for NewRocket prior to commencement of the Services (“NewRocket Pre-Existing IP”).
NewRocket grants Client a royalty-free, perpetual, worldwide, non-exclusive, non-transferable, non-sub-licensable license to Deliverables identified in the applicable SOW that are created by NewRocket for Client and do not include Commercial Software (including ServiceNow, Inc. products), for Client’s internal use only. Deliverables are not for resale. Subject to this license and Client’s rights in Client Pre-Existing IP, NewRocket will own all right, title, and interest in and to the Deliverables.
Commercial Software products are governed by and licensed under a separate software license agreement and are not governed by these Terms.
To the extent Client provides suggestions, ideas, or recommendations regarding NewRocket’s Services or products, Client grants NewRocket a royalty-free, non-exclusive, irrevocable, perpetual license to use such feedback on an aggregated, anonymized basis.
Each Party represents and warrants that: (i) it has full power and authority to execute and deliver these Terms and perform its obligations hereunder; (ii) it has duly authorized, executed, and delivered these Terms; (iii) these Terms constitute its legal, valid, and binding obligation; and (iv) execution of these Terms will not conflict with or breach any of its governing documents or existing agreements.
NewRocket warrants that (i) it will perform the Services in accordance with all SOW requirements; and (ii) Services will be performed in a competent, professional, and workmanlike manner per generally accepted industry standards. This warranty is valid for thirty (30) days from delivery. Upon breach, NewRocket’s sole obligation is to correct the Services; if unable to do so within a reasonable period, Client’s sole remedy is to terminate the relevant SOW and receive a credit for the affected portion.
This warranty excludes non-performance issues resulting from: third-party hardware or firmware defects; software not developed by NewRocket (including Commercial Software); incorrect data or procedures provided by Client or unauthorized third parties; defects outside NewRocket’s reasonable control; or Commercial Software patches and upgrades. The warranty ceases if Client or any unauthorized third party modifies any Deliverable.
EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THESE TERMS, TO THE MAXIMUM EXTENT ALLOWED BY LAW, NEWROCKET DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NEWROCKET SPECIFICALLY DOES NOT WARRANT THAT THE PROFESSIONAL SERVICES OR DELIVERABLES WILL MEET THE REQUIREMENTS OF CLIENT. EACH PARTY ACKNOWLEDGES THAT IN ENTERING THESE TERMS IT HAS NOT RELIED ON ANY PROMISE, WARRANTY, OR REPRESENTATION NOT EXPRESSLY SET FORTH HEREIN.
Each Party agrees to hold in confidence, and not use or disclose to any third party, any Confidential Information of the other Party. “Confidential Information” means all non-public information designated as confidential or which ought to be treated as confidential under the circumstances. Confidential Information excludes information that: (a) was previously known to the receiving Party without restriction; (b) is received from a third party without restriction; (c) is independently developed by the receiving Party without use of Confidential Information; or (d) becomes generally publicly available through no fault of the receiving Party.
The recipient of Confidential Information agrees to exercise reasonable care to protect it from unauthorized disclosure, and may disclose it only to employees or agents who need to know such information and are contractually obligated to maintain confidentiality.
Either Party may disclose Confidential Information if legally compelled, provided it first notifies the other Party (unless legally prohibited) so that the other Party may seek an appropriate protective order. Only the minimum amount of Confidential Information required by law will be disclosed.
In the event of any conflict between a separate confidentiality agreement and these Terms, the separate confidentiality agreement will prevail with respect to Section 6 only; these Terms will control all other provisions.
NewRocket will maintain organizational, administrative, technical, and physical safeguards commensurate with industry standard practices to protect against unauthorized access, use, or disclosure of Client data. Please review NewRocket’s Data Protection Policy, Customer Service Delivery Business Continuity Plan, and Information Security Assurance.
(a) To the extent practicable, Client will not provide or make personal data accessible to NewRocket and will limit NewRocket’s access to test/development environments utilizing anonymized, de-identified, or masked data.
(b) If the restrictions in clause (a) are not practicable and Client must provide personal data, Client will inform NewRocket prior to provision of such data. NewRocket and Client will enter into an appropriate data processing addendum.
(c) Client has conducted and is conducting its business in compliance with all applicable Privacy Laws, including its collection, use, and disclosure of Personal Data.
NewRocket reserves the right to utilize closed and secure Artificial Intelligence (“AI”) tools in the performance of Services, subject to NewRocket’s standard corporate AI Use Policy. AI tool usage may include note-taking, transcription of key virtual meetings, preparation of meeting minutes and action items, document generation, user story creation, code development, and test case generation. NewRocket shall not input Client’s confidential business data into AI tools unless explicitly approved in writing by Client. NewRocket shall ensure that all AI systems and any AI-related processing of Client data comply with applicable laws and industry standards.
NewRocket will indemnify, defend, and hold Client harmless from any final judgment awarded against Client, or settlement to which NewRocket agrees, which provides that any Deliverable supplied by NewRocket infringes any Canadian copyright or Canadian patent of any third party. NewRocket’s sole obligation in such case will be, at its option and expense, to: procure for Client the right to continue using the Deliverable; replace or modify the Deliverable so it becomes non-infringing; or grant Client a credit for amounts paid. NewRocket has no responsibility for infringement resulting from: compliance with Client’s designs or instructions; unauthorized modifications; combination with third-party products not provided by NewRocket; non-licensed use by Client; third-party software; or open-source technology included with Client’s consent.
Each Party will indemnify, defend, and hold harmless the other Party and its Affiliates, officers, directors, employees, agents, successors, and assigns from all costs, losses, damages, liabilities, expenses, demands, and judgments (including court costs and attorney fees) arising from: (a) death or bodily injury caused by the indemnifying Party’s tortious conduct; (b) damage or destruction of real or tangible personal property caused by the indemnifying Party’s tortious conduct; (c) claims arising out of employment with the indemnifying Party; and (d) claims by any person alleging joint employment with the indemnified Party.
(a) The indemnified Party will provide prompt notice of each claim; provided that failure to notify will not relieve the indemnifying Party of its obligations except to the extent of actual prejudice.
(b) The indemnifying Party will have the right to control and direct the investigation, defense, and settlement of such claim. The indemnified Party may participate in the defense at its own expense. Any settlement imposing obligations on the indemnified Party requires its prior written approval (not to be unreasonably withheld).
(c) The indemnifying Party will have no liability for settlements entered into without its prior written consent.
(d) The indemnified Party will provide reasonable cooperation and assistance in connection with the investigation, defense, or settlement at the indemnifying Party’s expense.
EXCEPT FOR CLIENT BREACHES OF SECTION 4 (INTELLECTUAL PROPERTY), UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF DATA, OR LOST BUSINESS. EXCEPT FOR BREACHES OF SECTIONS 4 AND 6 (CONFIDENTIALITY), NEITHER PARTY’S CUMULATIVE TOTAL LIABILITY WILL EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO NEWROCKET PURSUANT TO THE SOW UNDER WHICH THE CLAIM ARISES. NOTHING IN THESE TERMS LIMITS EITHER PARTY’S LIABILITY FOR (I) DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE OR (II) FRAUD OR FRAUDULENT MISREPRESENTATION.
These Terms begin on the Effective Date and will automatically renew on an annual basis unless terminated pursuant to these Terms. After the first year, either Party may terminate on thirty (30) days’ written notice. The effective date of each SOW will be set forth therein. Termination of a SOW will not terminate these Terms.
Either Party may terminate immediately upon notice if the other Party: (i) becomes insolvent, ceases to do business, makes an assignment for the benefit of creditors, or files a petition in bankruptcy; (ii) engages in any unlawful business practice related to performance under these Terms or any SOW; or (iii) breaches any material obligation not remedied within thirty (30) days following written notice.
Expiration or termination will not relieve the Parties of obligations accrued prior to the effective date. Client will pay NewRocket for all Services performed until the effective date of termination and any non-cancellable commitments incurred prior to receipt of notice, not to exceed the total fee amount in the applicable SOW.
Sections 4, 5, 6, 9, and 13.13, together with any provisions required for their construction or enforcement, will survive termination of these Terms for any reason.
Each Party will comply with all applicable laws with respect to its obligations pursuant to these Terms.
During the effective dates of these Terms, NewRocket will provide and maintain insurance coverage with insurers of recognized responsibility including: (a) Worker’s Compensation insurance as required by applicable law; (b) Employer’s Liability insurance of not less than CAD $1,000,000 per occurrence/aggregate; (c) Commercial General Liability insurance of not less than CAD $1,000,000 per occurrence and CAD $2,000,000 general aggregate, including contractual liability coverage; and (d) Professional Errors and Omissions Liability coverage of not less than CAD $1,000,000 per occurrence and in the aggregate.
All notices required under these Terms will be in writing. Notice to NewRocket must be copied to contracts@NewRocket.com to be effective. Notices may be served personally, by nationally recognized overnight courier, or by electronic mail. Notice will be deemed delivered on the date received by the addressee.
If either Party is prevented from performing any portion of these Terms by causes beyond its control, including labor disputes, civil commotion, war, governmental regulations, casualty, or acts of God (each a “Force Majeure Event”), such Party will be excused from performance for the period of the delay and a reasonable time thereafter. If a Force Majeure Event persists for more than sixty (60) days, either Party may terminate with thirty (30) days’ written notice.
Nothing in these Terms will be construed to create an employment, agency, or partnership relationship between the Parties. Each Party is solely responsible for payment of its employees’ salaries, withholding of income taxes, workers’ compensation, and all other employment benefits.
These Terms will be governed by the laws of the Province of Ontario, without regard to conflict of law principles. The Parties irrevocably consent to and submit to the exclusive jurisdiction of the courts of the Province of Ontario.
THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR ANY RELATED TRANSACTIONS.
Except for equity disputes under Sections 4, 6, or 13.12 for which the Parties may seek injunctive relief without bond, either Party must first deliver written notice of any dispute to the other Party. If unresolved within thirty (30) days, each Party will appoint a Designated Representative at a higher management level to meet and negotiate in good faith. If unresolved within sixty (60) days after appointment of both Representatives, either Party may proceed with any other available remedy.
If any provision of these Terms is held illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect to the fullest extent permitted by law.
No waiver of any right or remedy will be effective unless in writing and signed by an authorized representative. No waiver of a breach will be deemed a waiver of any future right or remedy.
These Terms are the result of arm’s length negotiations and will be construed as having been drafted by all Parties. Section headings are for convenience only. Products and services will be provided in the English language unless agreed otherwise.
In the event of any conflict, precedence will be given first to the body of these Terms, then to Exhibits, and then to any Statements of Work.
Neither Party may assign its rights or obligations under these Terms without the prior written consent of the other Party.
Client agrees not to directly or indirectly hire or solicit for employment any NewRocket employee or contractor directly involved in performance of these Terms or any SOW, for a period of twelve (12) months following such person’s last involvement. Client agrees to pay seventy-five percent (75%) of the salary of any hired employee as a referral fee in the event of breach.
Client represents and warrants that it has complied with all applicable Anti-Corruption Laws and export regulations; that no individual accessing Deliverables is from an embargoed country (currently Iran, Syria, Sudan, Cuba, and North Korea); and that Deliverables will not be used for prohibited purposes including nuclear, chemical, missile, or biological weapons-related end uses. “Anti-Corruption Laws” includes the Criminal Code of Canada, the Canada Corruption of Foreign Public Officials Act, the US Foreign Corrupt Practices Act of 1977, and the UK Bribery Act 2010.
These Terms, including all Exhibits, any SOW and/or Nondisclosure agreement, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements, whether written or oral. These Terms may be modified only by a written addendum or change order signed by authorized signatories of both Parties.
Each Party is entering into these Terms for its own benefit alone.
Each Party will be responsible for all costs incurred by it or on its behalf in connection with these Terms and the Services.
NewRocket understands that business expense cost containment is a high priority and is glad to provide the information below outlining how NewRocket assists Clients in estimating and minimizing consulting engagement travel expenses. In keeping with common industry practice, NewRocket invoices Client for the actual, travel-related, ordinary, and necessary business expenses incurred by NewRocket’s consultants during a consulting services engagement. NewRocket will make every reasonable attempt to fill the engagement’s skill requirements using a local resource whenever possible. Typical categories of travel-related expenses include airfare, hotel, ground transportation, meals, laundry expenses (for engagements over seven consecutive days), and non-cellular telephone calls in support of providing engagement services. The expense invoice will contain an itemization of the expenses and copies of receipts supporting each travel-related expense over the equivalent of twenty-five (25) USD. Travel and related expenses are invoiced separately from service fees.
Economy/Coach class tickets on commercial airlines will be purchased for all domestic and international travel. Reservations will be made at least seven (7) days in advance whenever possible. Tickets must be purchased through NewRocket’s online central booking service. If itinerary changes result in a partial airfare refund, NewRocket will pass the savings on to Client.
When use of a rental car is necessary, an economy or mid-size car will be booked. Invoices will include a copy of the bill detailing the daily rate and gas charges. NewRocket carries liability and collision insurance for rental cars. All rental cars must be refueled before returning to the car rental agency.
Consultants will use a personal vehicle or shuttle bus to and from the airport whenever possible. Other forms of ground transportation may be used when cost-effective. Mileage is charged at the CRA standard mileage rate, calculated from the nearest NewRocket office or Consultant’s working office to the Client’s site.
NewRocket’s return home policy allows consultants to return home every weekend on multiple-week engagements. Whenever possible, arrangements will be made fourteen (14) days in advance to secure lower advance-booking rates. Other arrangements may be made by mutual written consent.
Clients reimburse actual and reasonable expenses for business-class hotel lodging, including pertinent room and sales taxes. Reservations must be made through NewRocket’s online central booking service. Whenever available, standard single rooms will be selected. Client may incur cancellation costs for failure to allow timely cancellation of hotel reservations.
Client will reimburse meals at actual cost at NewRocket’s then-current maximum daily rates for meal reimbursements.
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