Outsourcing & Team Building Agreement

Last updated: April 25, 2025

This Outsourcing & Team Building Agreement ("Outsourcing Agreement") applies to all outsourcing, staff augmentation, and team building services ("Outsourcing Services") provided by TerminalStreet LLC ("TerminalStreet," "we," "us," "our"). This Outsourcing Agreement supplements our general Terms of Service.

1. Services Overview

TerminalStreet provides various outsourcing and team building services, including but not limited to:

• Dedicated remote development teams
• On-demand team augmentation
• Technical recruitment and vetting
• Project and resource management
• Staff training and support

The specific services, deliverables, timelines, and pricing will be detailed in a Statement of Work (SOW) or Master Services Agreement (MSA) between TerminalStreet and the client.

2. Team Structure and Management

2.1 Team Composition

TerminalStreet will provide the agreed-upon number of qualified personnel with the skills and experience specified in the SOW. We reserve the right to replace personnel as needed, provided that:

• Replacement personnel meet or exceed the qualifications of the original team member
• Client is notified in advance when possible
• Appropriate knowledge transfer is conducted

2.2 Reporting Structure

Unless otherwise specified in the SOW:

• TerminalStreet personnel will report to a TerminalStreet project manager or team lead
• The TerminalStreet project manager will coordinate with the client's designated point of contact
• Client may provide day-to-day task direction but does not have direct supervisory authority

2.3 Work Environment

TerminalStreet will provide appropriate work environments, equipment, and software for our personnel unless otherwise specified in the SOW. For client-specific tools or systems, client is responsible for providing necessary licenses, access, and training.

3. Employment Relationship

3.1 Independent Contractor Status

TerminalStreet and its personnel shall at all times be independent contractors with respect to the client. This Outsourcing Agreement does not create an employer-employee, principal-agent, joint venture, or partnership relationship between:

• Client and TerminalStreet
• Client and any TerminalStreet personnel

3.2 Employment Responsibilities

TerminalStreet is solely responsible for:

• Recruiting, hiring, and terminating personnel
• Compensation, benefits, and payroll taxes
• Work authorization and immigration compliance
• Performance management and professional development
• Compliance with applicable labor and employment laws

4. Term and Termination

4.1 Service Period

The term of the Outsourcing Services will be specified in the SOW. Services may be:

• Fixed-term (for a specific duration)
• Project-based (until completion of defined deliverables)
• Ongoing (with no predetermined end date)

4.2 Termination for Convenience

Unless otherwise specified in the SOW:

• Either party may terminate the Outsourcing Services with 30 days' written notice
• Client remains responsible for payment of services rendered through the termination date
• For fixed billing arrangements, early termination fees may apply as specified in the SOW

4.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches this Outsourcing Agreement or the SOW and fails to cure within 15 days of notice
• Becomes insolvent, files for bankruptcy, or ceases normal business operations
• Engages in illegal, fraudulent, or unethical conduct related to the Outsourcing Services

4.4 Transition Assistance

Upon termination for any reason, TerminalStreet will provide reasonable transition assistance to minimize disruption to client's operations, which may include:

• Knowledge transfer
• Documentation of current status and pending work
• Return of client materials and data
• Transition to client's internal team or another service provider

Transition assistance beyond 15 days may be subject to additional fees at TerminalStreet's standard rates.

5. Fees and Payment

5.1 Fee Structure

Fees for Outsourcing Services will be specified in the SOW and may be structured as:

• Time and materials (hourly, daily, or weekly rates)
• Fixed price per deliverable
• Monthly retainer for dedicated teams
• Outcome-based pricing

All fees are exclusive of applicable taxes, which will be added where required by law.

5.2 Expenses

Unless otherwise specified in the SOW:

• Standard operating expenses are included in the service fees
• Client-requested travel requires pre-approval and will be billed at actual cost plus a 5% administrative fee
• Specialized software, hardware, or services required specifically for client's project will be billed to client

5.3 Payment Terms

Unless otherwise specified in the SOW:

• Invoices will be issued monthly for services rendered in the previous month
• Payment is due within 30 days of invoice date
• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law
• TerminalStreet reserves the right to suspend services for accounts more than 15 days past due

6. Intellectual Property Rights

6.1 Client IP

Client retains all rights, title, and interest in and to:

• Pre-existing intellectual property provided to TerminalStreet
• Client data, business processes, and proprietary information
• Client-owned third-party materials licensed to TerminalStreet for use in providing the services

Client grants TerminalStreet a limited, non-exclusive license to use Client IP solely for the purpose of providing the Outsourcing Services.

6.2 Work Product

Unless otherwise specified in the SOW:

• Upon full payment, client will own all rights to work product specifically created for client as part of the Outsourcing Services ("Work Product")
• TerminalStreet hereby assigns to client all rights, title, and interest in and to the Work Product
• TerminalStreet will execute any documents reasonably requested to perfect client's ownership of Work Product

6.3 TerminalStreet IP

TerminalStreet retains all rights, title, and interest in and to:

• Pre-existing intellectual property, including frameworks, tools, methodologies, and software
• General knowledge, skills, experience, and know-how acquired or developed during the provision of services
• Non-client-specific improvements or enhancements to TerminalStreet's offerings

TerminalStreet grants client a non-exclusive, perpetual license to use TerminalStreet IP incorporated into the Work Product for client's internal business purposes.

6.4 Open Source Software

TerminalStreet will disclose any open source software incorporated into the Work Product and ensure compliance with applicable open source licenses. Client acknowledges that certain open source licenses may impose obligations or restrictions on the use of such software.

7. Confidentiality

7.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other, either directly or indirectly, in writing, orally or by inspection of tangible objects, including but not limited to:

• Business plans, strategies, and financial information
• Technical data, formulas, and specifications
• Product designs, prototypes, and development plans
• Customer information and marketing strategies
• Source code, algorithms, and other proprietary technology

7.2 Obligations of Confidentiality

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information solely for the purpose of performing under this Outsourcing Agreement
• Limit access to Confidential Information to personnel who need to know for the purposes of this agreement
• Implement reasonable security measures to protect Confidential Information
• Promptly notify the other party of any unauthorized disclosure or use

7.3 Exclusions

The obligations of confidentiality do not apply to information that:

• Was publicly known prior to disclosure
• Becomes publicly known after disclosure through no fault of the receiving party
• Was rightfully in the receiving party's possession prior to disclosure
• Is received from a third party without restriction and without breach of this agreement
• Is independently developed by the receiving party without use of Confidential Information
• Is required to be disclosed by law or government authority, provided the receiving party gives prompt notice to the disclosing party

7.4 Term of Confidentiality

The obligations of confidentiality shall survive the termination of this Outsourcing Agreement for a period of three (3) years, except for trade secrets, which shall be maintained in confidence for as long as the information remains a trade secret.

8. Non-Solicitation

8.1 Non-Solicitation of Personnel

During the term of the Outsourcing Services and for twelve (12) months thereafter, neither party shall directly or indirectly solicit or attempt to solicit for employment any person employed by the other party who was involved in the provision or receipt of the Outsourcing Services.

8.2 Exceptions

The non-solicitation provision does not apply to:

• General solicitations not specifically directed at the other party's personnel, such as job advertisements or recruitment events
• Personnel who approach the other party without solicitation
• Personnel whose employment with a party has been terminated for at least three (3) months

8.3 Direct Hire Option

Client may request to hire TerminalStreet personnel who have been providing services to client for at least six (6) consecutive months, subject to:

• Prior written agreement with TerminalStreet
• Payment of a placement fee as specified in the SOW (typically 20-25% of annual salary)
• Adequate transition planning for the replacement of the personnel

9. Representations and Warranties

9.1 TerminalStreet Warranties

TerminalStreet represents and warrants that:

• It has the right, power, and authority to enter into and perform under this Outsourcing Agreement
• The Outsourcing Services will be performed in a professional and workmanlike manner
• Personnel assigned to provide services will have the requisite skills and qualifications
• It will comply with all applicable laws and regulations in the performance of the services
• The Work Product will not infringe upon the intellectual property rights of any third party

9.2 Client Warranties

Client represents and warrants that:

• It has the right, power, and authority to enter into and perform under this Outsourcing Agreement
• It will provide timely access to necessary information, systems, and personnel
• It has the necessary rights and permissions for any materials provided to TerminalStreet
• It will comply with all applicable laws and regulations related to its use of the services
• It will provide a safe work environment if TerminalStreet personnel are required to work on-site

9.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS OUTSOURCING AGREEMENT, TERMINALSTREET MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TERMINALSTREET DOES NOT WARRANT THAT THE SERVICES OR WORK PRODUCT WILL MEET CLIENT'S REQUIREMENTS OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.

10. Limitation of Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY, INTELLECTUAL PROPERTY OBLIGATIONS, OR INDEMNIFICATION REQUIREMENTS:

• NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS OUTSOURCING AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY CLIENT TO TERMINALSTREET UNDER THE APPLICABLE SOW DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) $1,000 USD

11. Indemnification

Each party shall defend, indemnify, and hold harmless the other party from and against any third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from:

• The indemnifying party's breach of this Outsourcing Agreement
• The indemnifying party's negligence or willful misconduct
• The indemnifying party's violation of applicable laws or regulations

Additionally, TerminalStreet shall indemnify client against claims that the Work Product infringes third-party intellectual property rights, and client shall indemnify TerminalStreet against claims arising from client's materials or use of the Work Product in a manner not authorized by this Outsourcing Agreement.

12. Insurance

TerminalStreet shall maintain, at its own expense, insurance coverage appropriate for its business and the services provided, including:

• Commercial general liability insurance
• Professional liability/errors and omissions insurance
• Workers' compensation insurance
• Cyber liability insurance

Certificates of insurance will be provided upon client's reasonable request.

13. Dispute Resolution

In the event of any dispute arising out of or relating to this Outsourcing Agreement:

• The parties shall first attempt to resolve the dispute through good-faith negotiations between executives with authority to settle the dispute
• If negotiations do not resolve the dispute within 30 days, the dispute shall be resolved through binding arbitration in accordance with the dispute resolution provisions in our general Terms of Service

14. General Provisions

14.1 Entire Agreement

This Outsourcing Agreement, together with the general Terms of Service and any applicable SOW, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous communications, representations, or agreements.

14.2 Governing Law

This Outsourcing Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without giving effect to any principles of conflicts of law.

14.3 Force Majeure

Neither party shall be liable for failure to perform its obligations if such failure is due to causes beyond its reasonable control, including but not limited to natural disasters, acts of war or terrorism, labor strikes, pandemic, severe weather, governmental actions, or interruption of utilities or telecommunications.

14.4 Assignment

Neither party may assign this Outsourcing Agreement without the prior written consent of the other party, except that either party may assign to a successor entity in the case of a merger, acquisition, or sale of substantially all assets.

14.5 Severability

If any provision of this Outsourcing Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Outsourcing Agreement shall otherwise remain in full force and effect.

14.6 Modification

This Outsourcing Agreement may only be modified by a written document executed by authorized representatives of both parties.

15. Contact Information

If you have any questions about this Outsourcing Agreement, please contact us at:

[email protected]