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This Master Service Agreement (“Agreement”) is entered into between Wing AI Technologies, Inc. dba Wing Assistant (“Wing” or “Wing Assistant”) and the entity or individual (“Client”) named on the mutually executed Service Order Form (“Order”) supporting the purchase of Services (as defined below) (individually, “the Party”, jointly, “the Parties”). The Parties acknowledge that this Agreement governs all aspects of their business relationship. In consideration of the mutual promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Wing and Client agree as follows:
Client engages Wing, as an independent contractor, to provide certain services on the terms set forth in this Agreement. Wing will deliver the Services as described in the mutually executed Order. Client represents, warrants, and covenants to Wing that the roles requested for fulfillment by selected individuals (“Candidate(s)”) are lawful in the jurisdiction(s) of Client’s operations and will not interfere with the privacy, contractual, statutory, or common law rights of any third party.
Client agrees that any modifications to the Services described in an Order are limited to a single occurrence. This modification must be formally requested in writing and is subject to approval by the Parties. Once the agreed-upon modification is implemented, no further alterations will be permitted, ensuring clarity, consistency, and effective service delivery.
Client agrees to pay Wing fees and costs (“Wing Fees”) in accordance with the terms outlined in the corresponding Order(s). Wing Fees are payable according to the payment terms outlined in each Order. Client authorizes Wing to charge these fees as described in each Order.
This Agreement begins on the date of the first executed Order and will continue for an initial term of twelve (12) months. Thereafter, it will automatically renew for successive twelve (12) month terms unless Client provides at least ninety (90) days’ written notice before the end of the current term to terminate. More specific details on term can be found in the Order(s).
A “Material Breach” is a substantial failure to perform under the terms of this Agreement that defeats its purpose and deprives the non-breaching party of expected benefits. In the event of a Material Breach by Client, such as failure to make payment or unauthorized or illegal use of services, Wing may pursue remedies under law and equity, including suspension of services, termination of the Agreement, and legal action to recover any outstanding amounts owed, including costs and attorney fees. Wing may also initiate the collection of fees owed by charging Client’s payment methods on file as authorized by Client in this Agreement.
Upon termination, Wing reserves the right to immediately terminate any corresponding Order. If Client contacts a Candidate directly to hire them, Wing may immediately terminate this Agreement without notice, and Client shall be required to pay the corresponding headhunter fee in full. Termination does not relieve Client of the obligation to pay any fees due for services rendered prior to the effective date of termination.
Wing conducts its searches in a professional and confidential manner. Confidential information provided to Wing is crucial for locating the best Candidate. Client must treat all candidate information and general information provided by Wing as Confidential Information. Confidential Information includes but is not limited to job descriptions, salaries, payment terms, fees, and any information shared by Wing as part of its know-how.
The Parties agree to maintain commercially reasonable security measures to protect the confidentiality of all information shared under this Agreement. Any unauthorized disclosure of such information will be considered a Material Breach and a violation of the confidentiality obligations herein.
The confidentiality obligations remain in effect during the term of the Agreement and for two years after its termination.
Client agrees to defend, indemnify, and hold harmless Wing, its affiliates, and their officers, directors, employees, agents, successors, and assigns from any losses, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from Client’s conduct regarding a Candidate, the Candidate’s performance, or any issues related to Client’s engagement with a Candidate. Client is also responsible for all taxes, fees, and licenses required to employ or contract with the Candidate.
NEITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING FROM CLIENT’S USE OF THE SERVICES. Wing will not be liable for failure to locate and place a Candidate with Client under any theory.
If Client breaches or threatens to breach this Agreement, Client acknowledges that Wing is entitled to seek equitable relief, including temporary or permanent injunctions, without needing to show actual damages or post a bond. This relief is in addition to legal remedies, monetary damages, or other forms of relief.
Despite the termination of this Agreement, Client’s obligations related to payment to Wing for services rendered, confidentiality, and indemnification of Wing will survive termination.
No amendments, modifications, or variations can be made to this Agreement without the mutual written consent of the Parties.
This Agreement and all matters arising from it are governed by the laws of the State of Delaware, without regard to conflict of laws principles. Any legal action related to this Agreement must be brought in the courts located in Delaware, and the Parties irrevocably submit to the exclusive jurisdiction of these courts, waiving the defense of inconvenient forum.
This Agreement, including all addenda, constitutes the entire agreement between the Parties and supersedes any prior agreements or understandings. If any provision of this Agreement is found invalid or unenforceable, it will not affect the validity of other provisions. This Agreement may be executed in multiple counterparts and by electronic or facsimile signature, each of which is considered an original.
There are no third-party beneficiaries under this Agreement.
All notices from Client to Wing related to this Agreement must be sent to:
Via electronic mail:
[email protected]
The Parties agree that electronic signatures by a Party’s authorized signatory authenticate such signatures and are binding.
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