sunspell · contractor agreement

Contractor Agreement.

Independent contractor · Sunspell as Client · effective [Date]

This Contractor Agreement (the “Agreement”) is made as of [Date] between Sunspell (“Company”) and [Contractor Name] (“Contractor”).

1.Engagement of Services

Company may issue Project Assignments to Contractor in the form of Exhibit A. Contractor will render the services set out in each accepted Project Assignment (the “Services”) by the dates stated. Contractor controls the manner and means of performing the Services and provides their own equipment, at their own expense. While on Company premises or systems, Contractor follows Company access, security, and confidentiality rules and has no expectation of privacy on Company systems.

2.Compensation

Company pays the fee set in each Project Assignment as the sole compensation for the Services. Pre-approved, documented expenses are reimbursed. Undisputed fees are due within [net days] days of an accurate invoice. On termination, Contractor is paid for completed work per the Project Assignment(s).

3.Ownership of Work Product

All Work Product (deliverables and any ideas, designs, content, code, and other work created for Company under this Agreement, with all IP rights) is the sole and exclusive property of Sunspell. Contractor irrevocably assigns it to Sunspell, retains no rights, will not challenge Sunspell’s ownership, and will execute documents to confirm the assignment. Contractor appoints Sunspell as attorney-in-fact to do so if needed.

4.Other Rights

Any rights in the Work Product that cannot be assigned (including moral or artist’s rights) are licensed to Company on an exclusive, worldwide, royalty-free, perpetual, sublicensable basis, and Contractor waives enforcement of any such rights against Company and its customers.

5.Preexisting IP

Contractor will not incorporate third-party or Contractor preexisting IP into Work Product without notice; if incorporated, Contractor grants Company a perpetual, royalty-free, worldwide, sublicensable license to it. Contractor will not include any GPL, LGPL, or similar open-source-licensed code. Contractor warrants it has the right to grant these licenses.

6.Independent Contractor Relationship

Contractor is an independent contractor, not an employee, partner, or agent of Company, and may not bind Company. Contractor receives no employee benefits, no equity, and no profit-share. Company does not withhold taxes; Contractor is solely responsible for all taxes and filings and is reported on Form 1099. Reclassification, if any, does not entitle Contractor to retroactive benefits.

7.Confidential Information

Contractor will hold Company Confidential Information in confidence, use it only for the Services, and not disclose it, during and after the term. Confidential Information excludes what is public through no fault of Contractor or lawfully known beforehand. Disclosure compelled by law is allowed with prior notice to Company. Per 18 U.S.C. §1833(b) (DTSA), Contractor is not liable for disclosing a trade secret in confidence to a government official or attorney solely to report or investigate a suspected legal violation, or under seal in a filing.

8.Contractor Personnel

Contractor ensures any of its own people with access to Confidential Information or who perform Services are bound by written terms protecting Company’s rights.

9.Term & Termination

The term is set in the Project Assignment. Either party may terminate without cause on ten (10) days’ written notice, or immediately for an uncured material breach after fifteen (15) days’ notice.

10.Governing Law

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws principles.

11.Entire Agreement

This Agreement plus any Project Assignment is the entire agreement on this subject; a Project Assignment controls any conflict with it. Changes must be in a signed writing. Counterparts and electronic signatures are valid.

sunspell · internship agreement

Internship Agreement.

3-month program · paid or unpaid · Sunspell · effective [Date]

This Internship Agreement is between Sunspell (“Company”) and [Intern Name] (“Intern”), and sets the terms of Intern’s internship with Company.

1.Internship & Duration

This is a 3-month program. The internship starts on [start] and ends on [end] (the “Term”), on a schedule of [days/week], unless Company agrees otherwise in writing. The internship is of limited duration and will not continue beyond the Term unless agreed in writing. Company may extend or, at its discretion, end the internship before the end date.

2.Compensation

Paid or unpaid depending on experience. If the internship is paid, Company will pay Intern at a rate of at least $2,500 per month (or a higher rate stated in the offer), per Company’s payroll schedule. If the internship is unpaid, it is structured for the Intern’s educational benefit under the primary-beneficiary standard: the Intern is the primary beneficiary, the internship is tied to learning, does not displace paid staff, and creates no entitlement to wages or a job. (Counsel to confirm the unpaid structure satisfies the federal primary-beneficiary test and NY requirements before use.)

3.No Hiring Guarantee

Intern is not an employee during the internship, and Company is not required to hire Intern after it.

4.Confidentiality

“Confidential Information” is Company information not publicly known that relates to Company or its partners, including anything the Intern develops or accesses during the internship. Intern will use it only for the internship, protect its secrecy, and not disclose it to anyone unauthorized. Disclosure compelled by law is allowed with prior notice to Company. Per the DTSA (18 U.S.C. §1833(b)), Intern is not liable for disclosing a trade secret in confidence to a government official or attorney solely to report or investigate a suspected legal violation, or under seal. Intern will return or destroy Confidential Information at the end of the internship.

5.Intellectual Property

All work product, inventions, and materials Intern creates in the internship (“Work Product”) are the sole property of Sunspell and are work made for hire; Intern assigns all rights to Sunspell and will sign documents to confirm it. Intern will not use any of their own or any third party’s background IP in the internship without Company’s prior written approval. This assignment is subject to the New York carve-out below.

6.New York Invention Carve-Out (NY Labor Law §203-f)

Under N.Y. Labor Law §203-f, the assignment in §5 does not apply to an invention the Intern developed entirely on their own time without Company equipment, supplies, facilities, or trade-secret information, unless the invention (a) relates to Company’s business or actual or anticipated research or development, or (b) results from work performed for Company.

7.Miscellaneous

The confidentiality and IP obligations survive the internship. Company may seek injunctive relief for a breach without posting bond. If any provision is unenforceable, the rest stays in effect. This is the entire agreement on this subject and may be changed only in a signed writing; counterparts and electronic signatures are valid.

Sunspell mutual nondisclosure agreement

Mutual Nondisclosure.

Two-way confidentiality for partnerships, pitches, and potential transactions

This Mutual Nondisclosure Agreement (this “Agreement”) is made as of [Date] between Sunspell, Inc. (“Sunspell”) and [Counterparty], located at [Address] (“Counterparty”). Sunspell and Counterparty are each a “Party.” A Party that discloses Confidential Information is the “Disclosing Party” and the Party that receives it is the “Recipient.” Either Party may act in both roles.

1.Purpose

The Parties wish to explore a possible business relationship, collaboration, or transaction (the “Purpose”) and, in connection with it, may disclose Confidential Information to each other. This Agreement governs how that information is protected.

2.Confidential Information

“Confidential Information” means any non-public information disclosed by a Disclosing Party, directly or indirectly, in any form, including business and product plans, designs, prototypes, source code, financials, customer and employee information, know-how, and anything a reasonable person would understand to be confidential. Information disclosed orally is Confidential Information if confirmed as such within a reasonable time. Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) was rightfully known to the Recipient without obligation of confidence before disclosure; (c) is rightfully received from a third party without obligation of confidence; or (d) is independently developed by the Recipient without use of the Confidential Information.

3.Non-use and Non-disclosure

The Recipient will use Confidential Information solely for the Purpose, will not disclose it except to its Representatives who need it for the Purpose and are bound by confidentiality obligations at least as protective as these, and is responsible for its Representatives’ compliance. “Representatives” means a Party’s employees, officers, directors, advisors, and agents. If the Recipient is legally compelled to disclose Confidential Information, it will, where lawful and practicable, give the Disclosing Party prompt notice and reasonable cooperation so the Disclosing Party may seek protection, and will disclose only the portion legally required.

4.Maintenance of Confidentiality

The Recipient will protect Confidential Information with at least the care it uses for its own confidential information, and no less than reasonable care, and will promptly notify the Disclosing Party of any unauthorized use or disclosure.

5.No Other Restrictions

Nothing in this Agreement obligates either Party to proceed with any transaction, to disclose any particular information, or to refrain from working with third parties, except for the confidentiality obligations stated here. Each Party may pursue similar or competing opportunities, subject only to those obligations.

6.No Warranty

All Confidential Information is provided “as is.” Neither Party makes any warranty as to its accuracy or completeness, and neither has liability arising from the other’s use of it, except as may be set out in a later definitive agreement.

7.Return or Destruction

On the Disclosing Party’s request, the Recipient will promptly return or destroy all Confidential Information in its possession, except that it may retain copies required by law or routine backup, which remain subject to this Agreement for as long as retained.

8.No License

No license or other right under any patent, copyright, trademark, or trade secret is granted by this Agreement, except the limited right to use Confidential Information for the Purpose.

9.Term

This Agreement applies to Confidential Information disclosed during the two (2) years after the date above, and the Recipient’s obligations survive for two (2) years after disclosure, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

10.Remedies

The Parties agree that a breach may cause irreparable harm for which money damages are inadequate, so the non-breaching Party may seek injunctive relief in addition to other remedies, without the need to post bond where permitted.

11.Miscellaneous

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws rules, and the Parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York. It is the entire agreement on its subject, supersedes prior understandings about confidentiality, and may be amended only in a writing signed by both Parties. It may be signed in counterparts, including electronic signatures.

Sunspell separation agreement and general release

Separation & Release.

Final settlement, general release, and separation terms

This Separation Agreement and General Release (“Agreement”) is between [Employee Name] (“Employee”) and Sunspell, Inc. (“Sunspell”). Employee’s last day of employment is [Separation Date] (the “Separation Date”). Regardless of whether Employee signs, Sunspell will pay all wages earned through the Separation Date on the next regular payroll date. The additional consideration below is offered only in exchange for signing this Agreement.

1.Definitions

Releasees means Sunspell, Inc. and its affiliates, and their owners, officers, directors, employees, agents, successors, and assigns. Claims means any and all claims, demands, causes of action, and liabilities of any kind, known or unknown.

2.Consideration

If Employee signs this Agreement, does not revoke it, and complies with its terms, Sunspell will:

• Pay a separation payment of [Amount], less lawful deductions, in a single lump sum on the first regular payroll date after this Agreement becomes effective, reported on a Form W-2;
• Allow group medical coverage to continue through [Benefits End Date], after which Employee may elect COBRA at Employee’s expense; and
• Not contest any unemployment claim Employee files (providing factual information to the New York Department of Labor is not contesting).

Except for the items above and any vested equity under your Equity Agreement, all other compensation and benefits cease on the Separation Date. Employee acknowledges this consideration is something of value Employee is not otherwise entitled to.

3.General Release

In exchange for the consideration above, Employee irrevocably releases the Releasees from all Claims, known or unknown, arising on or before the date Employee signs, including those relating to Employee’s employment or its end. This release covers claims under Title VII, the ADA, the ADEA, the Equal Pay Act, the FMLA, ERISA, the WARN Act, Sections 1981 through 1988 of Title 42, the New York State Human Rights Law, the New York Labor Law, the New York City Human Rights Law, the New York City Earned Safe and Sick Time Act, and any other federal, state, or local law, and the common law. It does not waive claims that cannot be released by law, including workers’ compensation and unemployment claims, vested benefits, or claims arising after Employee signs.

4.Older Workers Benefit Protection Act

5.Protected Rights

Nothing in this Agreement limits Employee’s right to file a charge with, or provide information to, the EEOC, the NLRB, the SEC, OSHA, the Department of Labor, or any other government agency, or to receive a whistleblower award. Employee waives only the right to personally recover money in connection with an agency claim, except for such whistleblower awards.

6.Confidentiality and Non-Disparagement

Employee will keep the terms of this Agreement confidential except as needed with Employee’s attorney, spouse, or tax advisor, or as required by law, and will not knowingly make false or recklessly untrue statements about the Releasees. Nothing here limits rights under Section 7 of the National Labor Relations Act or the right to discuss wages or working conditions, to disclose conduct Employee reasonably believes is unlawful, or to make disclosures protected by whistleblower law. Under the Defend Trade Secrets Act (18 U.S.C. §1833(b)), Employee cannot be held liable for disclosing a trade secret in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or in a sealed court filing.

7.Affirmations

Employee affirms that Employee has been paid all wages, overtime, commissions, and accrued benefits owed through the date of signing (except as provided here), has not suffered any unreported workplace injury, and is not aware of any unreported conduct by the Releasees that would constitute a legal violation.

8.No Admission

This Agreement is a compromise of disputed matters and is not an admission of liability or wrongdoing by anyone.

9.Return of Property

Employee will return all Sunspell property and Confidential Information (and copies), including devices, files, credentials, and records, and will not use or disclose Confidential Information after the Separation Date.

10.Neutral Reference

Sunspell will provide a neutral reference confirming Employee’s title and dates of employment. Reference requests should be directed to [Company Contact].

11.Breach

If Employee materially breaches this Agreement, Sunspell may stop any unpaid consideration and recover amounts already paid (other than pay for time actually worked), in addition to other remedies, to the extent permitted by law.

12.Entire Agreement and Governing Law

This Agreement is the entire agreement between Employee and Sunspell on its subject and supersedes prior understandings. It is governed by New York law, may be signed in counterparts including electronically, and if any part is unenforceable the rest remains in effect.

Sunspell vendor and subscription services agreement

Vendor & Subscription.

Standard terms for engaging vendors, subcontractors, and recurring services

This Vendor and Subscription Services Agreement (“Agreement”) is made as of [Date] between Sunspell, Inc. (“Sunspell”) and [Vendor] (“Vendor”). It governs services Vendor provides to Sunspell and any subscription Vendor makes available to Sunspell.

1.Services and Orders

Vendor will provide the services, deliverables, or subscription access described in one or more order forms or statements of work signed by both parties (each an “Order”). Each Order is governed by this Agreement; if an Order conflicts with this Agreement, this Agreement controls unless the Order expressly states otherwise.

2.Fees and Payment

Sunspell will pay the fees stated in each Order. Unless an Order says otherwise, invoices are due net thirty (30) days, fees exclude applicable taxes (other than taxes on Vendor’s income), and subscription fees are billed for the stated period. Sunspell may withhold disputed amounts in good faith while the parties work to resolve them.

3.Term, Renewal, and Termination

This Agreement runs until terminated. Subscriptions renew only as stated in the Order, and Sunspell may decline renewal with at least thirty (30) days’ notice before the renewal date. Either party may terminate for material breach not cured within thirty (30) days of notice, and Sunspell may terminate any Order for convenience with reasonable notice, paying for services properly performed through termination.

4.Intellectual Property

Work product and deliverables Vendor creates specifically for Sunspell under an Order are the property of Sunspell, and Vendor assigns to Sunspell all right, title, and interest in them on payment. Vendor retains its pre-existing and general-purpose tools, and grants Sunspell a perpetual, worldwide license to use them as embedded in the deliverables. For subscriptions, Vendor grants Sunspell a non-exclusive right to use the service during the subscription term; Sunspell owns its own data.

5.Confidentiality

Each party will protect the other’s non-public information, use it only to perform under this Agreement, and not disclose it except to personnel who need it and are bound by confidentiality. Sunspell client information that Vendor accesses is Confidential Information of the highest sensitivity.

6.Data Protection and Security

If Vendor processes personal or Sunspell client data, Vendor will use reasonable administrative, technical, and physical safeguards, use the data only as directed, not put it into tools not approved for that use, and notify Sunspell without undue delay of any security incident affecting it.

7.Warranties and Disclaimer

Vendor warrants that it will perform professionally and in line with industry standards, that deliverables will materially conform to the applicable Order, and that they will not knowingly infringe third-party rights. Except as stated, services and subscriptions are provided without other warranties to the extent permitted by law.

8.Indemnification

Vendor will defend and indemnify Sunspell against third-party claims arising from Vendor’s breach, negligence, or infringement by its work. Each party will indemnify the other for claims arising from its own gross negligence or willful misconduct.

9.Limitation of Liability

Neither party is liable for indirect or consequential damages. Except for breaches of confidentiality, indemnification obligations, or a party’s gross negligence or willful misconduct, each party’s aggregate liability is limited to the fees paid or payable under the applicable Order in the twelve (12) months before the claim.

10.Independent Contractor

Vendor is an independent contractor. Nothing creates an employment, partnership, or agency relationship, and Vendor is responsible for its own personnel, taxes, and benefits.

11.Insurance

Vendor will maintain commercially reasonable insurance appropriate to the services, including general and professional liability, and will provide a certificate on request.

12.General

This Agreement is governed by New York law, with exclusive venue in the state and federal courts in New York County. Neither party may assign it without consent, except to a successor in a merger or sale of substantially all assets. Notices must be in writing. This Agreement and its Orders are the entire agreement on their subject and may be amended only in a signed writing. It may be signed in counterparts.

A.Order form (exhibit)

B.Data Processing Addendum (DPA)

When Vendor processes personal information of Sunspell employees, candidates, contractors, or clients in the course of providing the Services, the following terms apply in addition to the Confidentiality and Data Protection sections above.

1. Scope. Vendor processes personal data only on Sunspell’s documented instructions, for the purposes described in the applicable Order, for the duration of the engagement.
2. Security. Vendor implements appropriate technical and organizational measures, including encryption in transit and at rest, access controls, regular testing, and personnel training proportionate to the sensitivity of the data.
3. Sub-processors. Vendor will notify Sunspell of intended changes to sub-processors at least thirty (30) days in advance and will impose materially the same data-protection obligations on each sub-processor.
4. Data subject rights. Vendor will assist Sunspell in responding to data-subject requests (access, correction, deletion, portability) without undue delay.
5. Breach notification. Vendor will notify Sunspell within seventy-two (72) hours of becoming aware of any security incident affecting personal data, including the nature of the incident, the affected data, mitigation steps, and a contact for follow-up.
6. Return or deletion. On termination or expiration, Vendor will return or securely delete personal data within thirty (30) days, unless retention is required by law.
7. Audit. Sunspell may audit Vendor’s compliance with this DPA on reasonable notice, no more than once per year, except in response to a security incident.
8. Jurisdiction. This DPA covers obligations under New York’s SHIELD Act, the CCPA/CPRA where applicable, GDPR Articles 28 and 32 where Vendor processes EU personal data, and other applicable laws.

suncraft · contractor agreement

Contractor Agreement.

Independent contractor · Suncraft as Client · effective [Date]

This Contractor Agreement (the “Agreement”) is made as of [Date] between Suncraft (“Company”) and [Contractor Name] (“Contractor”).

1.Engagement of Services

Company may issue Project Assignments to Contractor in the form of Exhibit A. Contractor will render the services set out in each accepted Project Assignment (the “Services”) by the dates stated. Contractor controls the manner and means of performing the Services and provides their own equipment, at their own expense. While on Company premises or systems, Contractor follows Company access, security, and confidentiality rules and has no expectation of privacy on Company systems.

2.Compensation

Company pays the fee set in each Project Assignment as the sole compensation for the Services. Pre-approved, documented expenses are reimbursed. Undisputed fees are due within [net days] days of an accurate invoice. On termination, Contractor is paid for completed work per the Project Assignment(s).

3.Ownership of Work Product

All Work Product (deliverables and any ideas, designs, content, code, and other work created for Company under this Agreement, with all IP rights) is the sole and exclusive property of Suncraft. Contractor irrevocably assigns it to Suncraft, retains no rights, will not challenge Suncraft’s ownership, and will execute documents to confirm the assignment. Contractor appoints Suncraft as attorney-in-fact to do so if needed.

4.Other Rights

Any rights in the Work Product that cannot be assigned (including moral or artist’s rights) are licensed to Company on an exclusive, worldwide, royalty-free, perpetual, sublicensable basis, and Contractor waives enforcement of any such rights against Company and its customers.

5.Preexisting IP

Contractor will not incorporate third-party or Contractor preexisting IP into Work Product without notice; if incorporated, Contractor grants Company a perpetual, royalty-free, worldwide, sublicensable license to it. Contractor will not include any GPL, LGPL, or similar open-source-licensed code. Contractor warrants it has the right to grant these licenses.

6.Independent Contractor Relationship

Contractor is an independent contractor, not an employee, partner, or agent of Company, and may not bind Company. Contractor receives no employee benefits, no equity, and no profit-share. Company does not withhold taxes; Contractor is solely responsible for all taxes and filings and is reported on Form 1099. Reclassification, if any, does not entitle Contractor to retroactive benefits.

7.Confidential Information

Contractor will hold Company Confidential Information in confidence, use it only for the Services, and not disclose it, during and after the term. Confidential Information excludes what is public through no fault of Contractor or lawfully known beforehand. Disclosure compelled by law is allowed with prior notice to Company. Per 18 U.S.C. §1833(b) (DTSA), Contractor is not liable for disclosing a trade secret in confidence to a government official or attorney solely to report or investigate a suspected legal violation, or under seal in a filing.

8.Contractor Personnel

Contractor ensures any of its own people with access to Confidential Information or who perform Services are bound by written terms protecting Company’s rights.

9.Term & Termination

The term is set in the Project Assignment. Either party may terminate without cause on ten (10) days’ written notice, or immediately for an uncured material breach after fifteen (15) days’ notice.

10.Governing Law

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws principles.

11.Entire Agreement

This Agreement plus any Project Assignment is the entire agreement on this subject; a Project Assignment controls any conflict with it. Changes must be in a signed writing. Counterparts and electronic signatures are valid.

suncraft · internship agreement

Internship Agreement.

3-month program · paid or unpaid · Suncraft · effective [Date]

This Internship Agreement is between Suncraft (“Company”) and [Intern Name] (“Intern”), and sets the terms of Intern’s internship with Company.

1.Internship & Duration

This is a 3-month program. The internship starts on [start] and ends on [end] (the “Term”), on a schedule of [days/week], unless Company agrees otherwise in writing. The internship is of limited duration and will not continue beyond the Term unless agreed in writing. Company may extend or, at its discretion, end the internship before the end date.

2.Compensation

Paid or unpaid depending on experience. If the internship is paid, Company will pay Intern at a rate of at least $2,500 per month (or a higher rate stated in the offer), per Company’s payroll schedule. If the internship is unpaid, it is structured for the Intern’s educational benefit under the primary-beneficiary standard: the Intern is the primary beneficiary, the internship is tied to learning, does not displace paid staff, and creates no entitlement to wages or a job. (Counsel to confirm the unpaid structure satisfies the federal primary-beneficiary test and NY requirements before use.)

3.No Hiring Guarantee

Intern is not an employee during the internship, and Company is not required to hire Intern after it.

4.Confidentiality

“Confidential Information” is Company information not publicly known that relates to Company or its partners, including anything the Intern develops or accesses during the internship. Intern will use it only for the internship, protect its secrecy, and not disclose it to anyone unauthorized. Disclosure compelled by law is allowed with prior notice to Company. Per the DTSA (18 U.S.C. §1833(b)), Intern is not liable for disclosing a trade secret in confidence to a government official or attorney solely to report or investigate a suspected legal violation, or under seal. Intern will return or destroy Confidential Information at the end of the internship.

5.Intellectual Property

All work product, inventions, and materials Intern creates in the internship (“Work Product”) are the sole property of Suncraft and are work made for hire; Intern assigns all rights to Suncraft and will sign documents to confirm it. Intern will not use any of their own or any third party’s background IP in the internship without Company’s prior written approval. This assignment is subject to the New York carve-out below.

6.New York Invention Carve-Out (NY Labor Law §203-f)

Under N.Y. Labor Law §203-f, the assignment in §5 does not apply to an invention the Intern developed entirely on their own time without Company equipment, supplies, facilities, or trade-secret information, unless the invention (a) relates to Company’s business or actual or anticipated research or development, or (b) results from work performed for Company.

7.Miscellaneous

The confidentiality and IP obligations survive the internship. Company may seek injunctive relief for a breach without posting bond. If any provision is unenforceable, the rest stays in effect. This is the entire agreement on this subject and may be changed only in a signed writing; counterparts and electronic signatures are valid.

suncraft · client master services agreement

Master Services Agreement.

Suncraft as service provider · New York · effective [Date]

This Master Services Agreement (the “Agreement”) is between [Client legal name] (“Client”) and Suncraft (“Suncraft”), effective [Date]. It governs all Statements of Work (each an “SOW”) the parties sign under it.

1.Engagement & Statements of Work

1.1.Suncraft will perform the services and deliver the deliverables described in each SOW with due care and skill in a professional, workmanlike manner. Each SOW is governed by this Agreement; if an SOW conflicts with this Agreement, the SOW controls for that engagement. Changes to scope require a written change order signed by both parties.

2.Fees, Invoices & Payment

2.1.Fees. Client pays the fees in each SOW (fixed, retainer, or time-based as stated). An onboarding deposit or first installment of [deposit] may be required before work begins and is non-refundable.

2.2.Invoices. Undisputed invoices are due net [net days] days. Pre-approved, documented expenses are reimbursed.

2.3.Late payment & suspension. Past-due undisputed amounts accrue interest at the lower of [1.5%] per month or the legal maximum. Suncraft may suspend work on [5] days’ notice if undisputed amounts are overdue, without liability for resulting delay.

2.4.Taxes. Fees are exclusive of taxes; Client is responsible for applicable sales, use, and similar taxes other than taxes on Suncraft’s income.

3.Acceptance

3.1.Client has [5] business days to review each deliverable and notify Suncraft of material non-conformities in writing; otherwise the deliverable is accepted. Suncraft will use reasonable efforts to correct timely-reported non-conformities.

4.Intellectual Property

4.1.Deliverables. On full payment for an SOW, Suncraft assigns to Client the final deliverables created specifically for Client under that SOW, with their IP rights.

4.2.Suncraft background IP. Suncraft retains all right, title, and interest in its pre-existing and independently developed tools, templates, methods, frameworks, components, and know-how (“Background IP”), and grants Client a non-exclusive, perpetual, worldwide license to use Background IP to the extent embedded in the deliverables. Suncraft may reuse generalized, non-confidential skills, ideas, and learnings.

4.3.Third-party materials. Third-party or open-source materials are licensed, not assigned, on their own terms, as identified in the SOW.

5.Confidentiality

5.1.Each party protects the other’s Confidential Information, uses it only for the engagement, and does not disclose it, during the term and for [3] years after (indefinitely for trade secrets). Standard exclusions (public, independently developed, lawfully received) and compelled-disclosure-with-notice apply. On request or termination, each party returns or destroys the other’s Confidential Information.

6.Warranties & Disclaimer

6.1.Suncraft warrants that it has authority to enter this Agreement, the Services are performed in a professional, workmanlike manner, and the final deliverables, as delivered and excluding Client materials and third-party materials, do not knowingly infringe a third party’s IP rights.

6.2.Disclaimer. Except as expressly stated, the Services and deliverables are provided as-is, and Suncraft disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

7.Indemnification

7.1.By Suncraft. Suncraft will defend and indemnify Client against third-party claims that an accepted, unmodified deliverable infringes a third party’s IP right, excluding claims arising from Client materials, Client-directed designs, third-party materials, or modifications not made by Suncraft.

7.2.By Client. Client will defend and indemnify Suncraft against third-party claims arising from Client materials, content, or data Client provides, or Client’s use of the deliverables in breach of this Agreement.

7.3.Procedure. The indemnified party will give prompt notice and reasonable cooperation; the indemnifying party controls the defense and may not settle in a way that admits the other’s liability without consent.

8.Limitation of Liability

8.1.Except for the confidentiality obligations, the IP indemnity, and a party’s gross negligence or willful misconduct, each party’s total aggregate liability under this Agreement is capped at the fees paid under the applicable SOW in the [12] months before the claim, and neither party is liable for indirect, incidental, special, or consequential damages or lost profits.

9.Independent Contractor

9.1.Suncraft is an independent contractor. Nothing creates a partnership, employment, or agency relationship, and neither party may bind the other.

10.Non-Solicitation of Personnel

10.1.During the term and for [12] months after, neither party will knowingly solicit for employment the other’s personnel who worked on the engagement, except through general public advertising.

11.Insurance

11.1.Suncraft will maintain commercial general liability and professional liability (errors and omissions) insurance at commercially reasonable levels and provide a certificate on request.

12.Term & Termination

12.1.This Agreement runs until terminated. Either party may terminate for convenience on [30] days’ written notice, or immediately for an uncured material breach after [15] days’ notice. On termination, Client pays for Services performed and non-cancelable commitments through the effective date. Sections 4, 5, 6, 7, 8, and 13 survive.

13.Publicity

13.1.Suncraft may identify Client as a client and display non-confidential portions of the work in its portfolio and marketing, subject to Client’s reasonable prior approval. Client may use the deliverables for its business.

14.Force Majeure

14.1.Neither party is liable for delay or failure due to causes beyond its reasonable control; the affected party will use reasonable efforts to mitigate and resume.

15.Assignment & Notices

15.1.Neither party may assign this Agreement without the other’s consent, except to a successor in a merger or sale of substantially all assets. Notices are in writing to the addresses in the SOW.

16.Governing Law & General

16.1.This Agreement is governed by New York law, without regard to conflicts principles; venue is the courts in New York County. This Agreement plus each SOW is the entire agreement; it may be amended only in a signed writing; a waiver is effective only in writing; if a provision is unenforceable it is limited or severed; it may be signed in counterparts and electronically; there are no third-party beneficiaries.

suncraft · referral agreement

Referral Agreement.

Client referrals · Suncraft · effective [Date]

This Referral Agreement (the “Agreement”) is between Suncraft (“Suncraft”) and [Referrer Name] (“Referrer”), effective [Date]. It sets how Referrer may refer prospective clients to Suncraft and earn a referral fee.

1.Referrals

1.1.Referrer may introduce prospective clients to Suncraft. Before an introduction, Referrer submits the prospect’s name and contact in writing (Exhibit A or email) so Suncraft can confirm the referral is new. Suncraft decides in its sole discretion whether to pursue any prospect.

2.Qualified Referral

2.1.A “Qualified Referral” is a prospect that: (a) Referrer introduces in writing and Suncraft accepts; (b) was not already a Suncraft client and not already in Suncraft’s active pipeline or discussions at the time of introduction; and (c) signs a Statement of Work or Master Services Agreement with Suncraft within [6] months of the introduction.

2.2.If more than one person refers the same prospect, Suncraft credits the first written introduction it received.

3.Referral Fee

3.1.For each Qualified Referral, Suncraft pays Referrer a fee equal to [10%] of the net fees Suncraft actually collects from that client for the client’s first engagement (the first project, or the first twelve (12) months of work, as specified in the Referral Schedule). This is a one-time fee per client.

3.2.Industry standard. Ten percent is the standard one-time rate for this kind of client referral; referral fees in professional services commonly range from 10% to 15%, with the higher end reserved for large or strategic referrals. The parties may set a different rate or structure for a specific referral in a written Referral Schedule.

3.3.Net fees means amounts actually collected, excluding taxes, pass-through expenses, third-party costs, and any refunded, disputed, or uncollected amounts.

4.Payment (Pay-As-You-Go)

4.1.Pay-as-you-go. Suncraft pays the fee as it collects, not at the end of the engagement. Within [30] days after Suncraft receives each client payment, Suncraft pays Referrer the agreed percentage of that collected amount.

4.2.On a multi-month or installment engagement (for example, a six-month contract billed monthly), the fee is paid in matching installments as each payment lands, so Referrer is paid along the way rather than in a lump sum at the end. No fee is owed on amounts Suncraft does not collect.

5.When No Fee Is Owed

5.1.No fee is owed for existing clients, prospects already in Suncraft’s pipeline, self-referrals, or introductions that do not result in a signed SOW or MSA within the window. Suncraft is never obligated to accept a referral or enter any engagement.

6.Independent Relationship

6.1.Referrer is an independent party, not an employee, agent, partner, joint venturer, or broker of Suncraft, and has no authority to bind Suncraft, quote prices, make commitments, or represent Suncraft. Referrer’s role is limited to making introductions.

7.Referrer Representations & Compliance

7.1.Referrer will be truthful about Suncraft, disclose this referral arrangement to the prospect where required or appropriate, and comply with all applicable laws, including anti-bribery and anti-corruption laws. Referrer will not give anything of value to a client’s personnel to influence an engagement, is not a government official, and is not engaged in any activity requiring a license (such as real estate or securities brokerage).

8.Confidentiality

8.1.Suncraft’s client, pricing, and engagement information is confidential; Referrer will not use or disclose it except to make the referral.

9.Term & Termination

9.1.Either party may end this Agreement at any time on written notice. Fees already earned on Qualified Referrals that signed before termination remain payable. Sections 3, 4, 6, 7, and 8 survive.

10.Taxes

10.1.Referrer is responsible for all taxes on referral fees; Suncraft reports payments on Form 1099 as required by law.

11.Governing Law & General

11.1.Governed by the laws of the State of New York; venue in New York County. This Agreement plus any Referral Schedule is the entire agreement; amendments must be in a signed writing; it may be signed in counterparts and electronically.

Suncraft mutual nondisclosure agreement

Mutual Nondisclosure.

Two-way confidentiality for partnerships, pitches, and potential transactions

This Mutual Nondisclosure Agreement (this “Agreement”) is made as of [Date] between Suncraft, Inc. (“Suncraft”) and [Counterparty], located at [Address] (“Counterparty”). Suncraft and Counterparty are each a “Party.” A Party that discloses Confidential Information is the “Disclosing Party” and the Party that receives it is the “Recipient.” Either Party may act in both roles.

1.Purpose

The Parties wish to explore a possible business relationship, collaboration, or transaction (the “Purpose”) and, in connection with it, may disclose Confidential Information to each other. This Agreement governs how that information is protected.

2.Confidential Information

“Confidential Information” means any non-public information disclosed by a Disclosing Party, directly or indirectly, in any form, including business and product plans, designs, prototypes, source code, financials, customer and employee information, know-how, and anything a reasonable person would understand to be confidential. Information disclosed orally is Confidential Information if confirmed as such within a reasonable time. Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) was rightfully known to the Recipient without obligation of confidence before disclosure; (c) is rightfully received from a third party without obligation of confidence; or (d) is independently developed by the Recipient without use of the Confidential Information.

3.Non-use and Non-disclosure

The Recipient will use Confidential Information solely for the Purpose, will not disclose it except to its Representatives who need it for the Purpose and are bound by confidentiality obligations at least as protective as these, and is responsible for its Representatives’ compliance. “Representatives” means a Party’s employees, officers, directors, advisors, and agents. If the Recipient is legally compelled to disclose Confidential Information, it will, where lawful and practicable, give the Disclosing Party prompt notice and reasonable cooperation so the Disclosing Party may seek protection, and will disclose only the portion legally required.

4.Maintenance of Confidentiality

The Recipient will protect Confidential Information with at least the care it uses for its own confidential information, and no less than reasonable care, and will promptly notify the Disclosing Party of any unauthorized use or disclosure.

5.No Other Restrictions

Nothing in this Agreement obligates either Party to proceed with any transaction, to disclose any particular information, or to refrain from working with third parties, except for the confidentiality obligations stated here. Each Party may pursue similar or competing opportunities, subject only to those obligations.

6.No Warranty

All Confidential Information is provided “as is.” Neither Party makes any warranty as to its accuracy or completeness, and neither has liability arising from the other’s use of it, except as may be set out in a later definitive agreement.

7.Return or Destruction

On the Disclosing Party’s request, the Recipient will promptly return or destroy all Confidential Information in its possession, except that it may retain copies required by law or routine backup, which remain subject to this Agreement for as long as retained.

8.No License

No license or other right under any patent, copyright, trademark, or trade secret is granted by this Agreement, except the limited right to use Confidential Information for the Purpose.

9.Term

This Agreement applies to Confidential Information disclosed during the two (2) years after the date above, and the Recipient’s obligations survive for two (2) years after disclosure, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

10.Remedies

The Parties agree that a breach may cause irreparable harm for which money damages are inadequate, so the non-breaching Party may seek injunctive relief in addition to other remedies, without the need to post bond where permitted.

11.Miscellaneous

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws rules, and the Parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York. It is the entire agreement on its subject, supersedes prior understandings about confidentiality, and may be amended only in a writing signed by both Parties. It may be signed in counterparts, including electronic signatures.

Suncraft separation agreement and general release

Separation & Release.

Final settlement, general release, and separation terms

This Separation Agreement and General Release (“Agreement”) is between [Employee Name] (“Employee”) and Suncraft, Inc. (“Suncraft”). Employee’s last day of employment is [Separation Date] (the “Separation Date”). Regardless of whether Employee signs, Suncraft will pay all wages earned through the Separation Date on the next regular payroll date. The additional consideration below is offered only in exchange for signing this Agreement.

1.Definitions

Releasees means Suncraft, Inc. and its affiliates, and their owners, officers, directors, employees, agents, successors, and assigns. Claims means any and all claims, demands, causes of action, and liabilities of any kind, known or unknown.

2.Consideration

If Employee signs this Agreement, does not revoke it, and complies with its terms, Suncraft will:

• Pay a separation payment of [Amount], less lawful deductions, in a single lump sum on the first regular payroll date after this Agreement becomes effective, reported on a Form W-2;
• Allow group medical coverage to continue through [Benefits End Date], after which Employee may elect COBRA at Employee’s expense; and
• Not contest any unemployment claim Employee files (providing factual information to the New York Department of Labor is not contesting).

Except for the items above and any amounts due under the Suncraft Profit-Sharing Plan, all other compensation and benefits cease on the Separation Date. Employee acknowledges this consideration is something of value Employee is not otherwise entitled to.

3.General Release

In exchange for the consideration above, Employee irrevocably releases the Releasees from all Claims, known or unknown, arising on or before the date Employee signs, including those relating to Employee’s employment or its end. This release covers claims under Title VII, the ADA, the ADEA, the Equal Pay Act, the FMLA, ERISA, the WARN Act, Sections 1981 through 1988 of Title 42, the New York State Human Rights Law, the New York Labor Law, the New York City Human Rights Law, the New York City Earned Safe and Sick Time Act, and any other federal, state, or local law, and the common law. It does not waive claims that cannot be released by law, including workers’ compensation and unemployment claims, vested benefits, or claims arising after Employee signs.

4.Older Workers Benefit Protection Act

5.Protected Rights

Nothing in this Agreement limits Employee’s right to file a charge with, or provide information to, the EEOC, the NLRB, the SEC, OSHA, the Department of Labor, or any other government agency, or to receive a whistleblower award. Employee waives only the right to personally recover money in connection with an agency claim, except for such whistleblower awards.

6.Confidentiality and Non-Disparagement

Employee will keep the terms of this Agreement confidential except as needed with Employee’s attorney, spouse, or tax advisor, or as required by law, and will not knowingly make false or recklessly untrue statements about the Releasees. Nothing here limits rights under Section 7 of the National Labor Relations Act or the right to discuss wages or working conditions, to disclose conduct Employee reasonably believes is unlawful, or to make disclosures protected by whistleblower law. Under the Defend Trade Secrets Act (18 U.S.C. §1833(b)), Employee cannot be held liable for disclosing a trade secret in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or in a sealed court filing.

7.Affirmations

Employee affirms that Employee has been paid all wages, overtime, commissions, and accrued benefits owed through the date of signing (except as provided here), has not suffered any unreported workplace injury, and is not aware of any unreported conduct by the Releasees that would constitute a legal violation.

8.No Admission

This Agreement is a compromise of disputed matters and is not an admission of liability or wrongdoing by anyone.

9.Return of Property

Employee will return all Suncraft property and Confidential Information (and copies), including devices, files, credentials, and records, and will not use or disclose Confidential Information after the Separation Date.

10.Neutral Reference

Suncraft will provide a neutral reference confirming Employee’s title and dates of employment. Reference requests should be directed to [Company Contact].

11.Breach

If Employee materially breaches this Agreement, Suncraft may stop any unpaid consideration and recover amounts already paid (other than pay for time actually worked), in addition to other remedies, to the extent permitted by law.

12.Entire Agreement and Governing Law

This Agreement is the entire agreement between Employee and Suncraft on its subject and supersedes prior understandings. It is governed by New York law, may be signed in counterparts including electronically, and if any part is unenforceable the rest remains in effect.

Suncraft vendor and subscription services agreement

Vendor & Subscription.

Standard terms for engaging vendors, subcontractors, and recurring services

This Vendor and Subscription Services Agreement (“Agreement”) is made as of [Date] between Suncraft, Inc. (“Suncraft”) and [Vendor] (“Vendor”). It governs services Vendor provides to Suncraft and any subscription Vendor makes available to Suncraft.

1.Services and Orders

Vendor will provide the services, deliverables, or subscription access described in one or more order forms or statements of work signed by both parties (each an “Order”). Each Order is governed by this Agreement; if an Order conflicts with this Agreement, this Agreement controls unless the Order expressly states otherwise.

2.Fees and Payment

Suncraft will pay the fees stated in each Order. Unless an Order says otherwise, invoices are due net thirty (30) days, fees exclude applicable taxes (other than taxes on Vendor’s income), and subscription fees are billed for the stated period. Suncraft may withhold disputed amounts in good faith while the parties work to resolve them.

3.Term, Renewal, and Termination

This Agreement runs until terminated. Subscriptions renew only as stated in the Order, and Suncraft may decline renewal with at least thirty (30) days’ notice before the renewal date. Either party may terminate for material breach not cured within thirty (30) days of notice, and Suncraft may terminate any Order for convenience with reasonable notice, paying for services properly performed through termination.

4.Intellectual Property

Work product and deliverables Vendor creates specifically for Suncraft under an Order are the property of Suncraft, and Vendor assigns to Suncraft all right, title, and interest in them on payment. Vendor retains its pre-existing and general-purpose tools, and grants Suncraft a perpetual, worldwide license to use them as embedded in the deliverables. For subscriptions, Vendor grants Suncraft a non-exclusive right to use the service during the subscription term; Suncraft owns its own data.

5.Confidentiality

Each party will protect the other’s non-public information, use it only to perform under this Agreement, and not disclose it except to personnel who need it and are bound by confidentiality. Suncraft client information that Vendor accesses is Confidential Information of the highest sensitivity.

6.Data Protection and Security

If Vendor processes personal or Suncraft client data, Vendor will use reasonable administrative, technical, and physical safeguards, use the data only as directed, not put it into tools not approved for that use, and notify Suncraft without undue delay of any security incident affecting it.

7.Warranties and Disclaimer

Vendor warrants that it will perform professionally and in line with industry standards, that deliverables will materially conform to the applicable Order, and that they will not knowingly infringe third-party rights. Except as stated, services and subscriptions are provided without other warranties to the extent permitted by law.

8.Indemnification

Vendor will defend and indemnify Suncraft against third-party claims arising from Vendor’s breach, negligence, or infringement by its work. Each party will indemnify the other for claims arising from its own gross negligence or willful misconduct.

9.Limitation of Liability

Neither party is liable for indirect or consequential damages. Except for breaches of confidentiality, indemnification obligations, or a party’s gross negligence or willful misconduct, each party’s aggregate liability is limited to the fees paid or payable under the applicable Order in the twelve (12) months before the claim.

10.Independent Contractor

Vendor is an independent contractor. Nothing creates an employment, partnership, or agency relationship, and Vendor is responsible for its own personnel, taxes, and benefits.

11.Insurance

Vendor will maintain commercially reasonable insurance appropriate to the services, including general and professional liability, and will provide a certificate on request.

12.General

This Agreement is governed by New York law, with exclusive venue in the state and federal courts in New York County. Neither party may assign it without consent, except to a successor in a merger or sale of substantially all assets. Notices must be in writing. This Agreement and its Orders are the entire agreement on their subject and may be amended only in a signed writing. It may be signed in counterparts.

A.Order form (exhibit)

B.Data Processing Addendum (DPA)

When Vendor processes personal information of Sunspell employees, candidates, contractors, or clients in the course of providing the Services, the following terms apply in addition to the Confidentiality and Data Protection sections above.

1. Scope. Vendor processes personal data only on Sunspell’s documented instructions, for the purposes described in the applicable Order, for the duration of the engagement.
2. Security. Vendor implements appropriate technical and organizational measures, including encryption in transit and at rest, access controls, regular testing, and personnel training proportionate to the sensitivity of the data.
3. Sub-processors. Vendor will notify Sunspell of intended changes to sub-processors at least thirty (30) days in advance and will impose materially the same data-protection obligations on each sub-processor.
4. Data subject rights. Vendor will assist Sunspell in responding to data-subject requests (access, correction, deletion, portability) without undue delay.
5. Breach notification. Vendor will notify Sunspell within seventy-two (72) hours of becoming aware of any security incident affecting personal data, including the nature of the incident, the affected data, mitigation steps, and a contact for follow-up.
6. Return or deletion. On termination or expiration, Vendor will return or securely delete personal data within thirty (30) days, unless retention is required by law.
7. Audit. Sunspell may audit Vendor’s compliance with this DPA on reasonable notice, no more than once per year, except in response to a security incident.
8. Jurisdiction. This DPA covers obligations under New York’s SHIELD Act, the CCPA/CPRA where applicable, GDPR Articles 28 and 32 where Vendor processes EU personal data, and other applicable laws.