ManoByte Service Agreement

This article outlines the general terms made between ManoByte, Inc. and its clients.

Service Payment

Payments must:

  • Be made via ACH bank transfer
  • Be paid within ten (10) days of receipt from the Service Provider
  • Failure to pay by the due date will result in a 1.5% penalty for late payments


The Client agrees to reimburse the Service Provider for costs incurred outside of the direct scope of the project.  These costs include, but are not limited to: software, paid advertising spend, video production, reasonable and ordinary travel expenses, and other customary expenses.  The Service Provider agrees to submit all expenses to the Client for approval prior to incurring the expense.


Either party may terminate this Agreement at any time upon 60 days' written notice to the other Party.  In the event the Client terminates the Agreement, the Client shall remain obligated to pay the Service Provider for any Services performed up to the date of termination and any expenses approved but not paid prior to the date of termination.  

Intellectual Property

It is understood that any knowledge received and documentation produced during this Agreement may contain proprietary information that must be maintained as confidential by both Parties. This information is considered to be intellectual property providing a substantive competitive advantage over other companies.

Confidential Information

The term "Confidential Information" means any information or material which is proprietary to The Client, whether or not owned or developed by The Client, which is not generally known other than by The Client, and which ManoByte, Inc. may obtain through any direct or indirect contact with The Client.

Confidential Information includes, without limitation:

- business records and plans

- technical information

- customer and prospect data

- copyrights and other intellectual property and other proprietary information.

Confidential Information does not include:

- matters of public knowledge that result from disclosure by The Client

- information rightfully received by ManoByte, Inc. from a third party without a duty of


- information independently developed by ManoByte, Inc.

- information disclosed by operation of law

- information disclosed by ManoByte, Inc. with the prior written consent of The Client

and any other information that both parties agree in writing is not confidential.

ManoByte, Inc. understands and acknowledges that the Confidential Information has been developed or obtained by The Client by the investment of significant time, effort, and expense and that the Confidential Information is a valuable, special, and unique asset of The Client, which provides The Client with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the disclosure of the Confidential Information, ManoByte, Inc. agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of The Client. In addition, ManoByte, Inc. agrees that:

ManoByte, Inc. will not copy or modify any Confidential Information without the prior written consent of The Client.

Further, ManoByte, Inc. shall not disclose any Confidential Information to any employees of ManoByte, Inc., except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement.

 If it appears that ManoByte, Inc. has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, The Client shall be entitled to an injunction to restrain ManoByte, Inc. from disclosing, in whole or in part, the Confidential Information. The Client shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

Information Security

ManoByte, Inc. has reasonable technical safeguards, security policies, and procedures in place to protect personal information from unauthorized loss, misuse, alteration, or destruction. Measures we take include placing confidentiality requirements on our staff members and service providers, limiting access to your personal information on a "need to know" basis, and providing training to appropriate ManoByte, Inc. personnel. We also maintain comprehensive policies addressing data incident response protocols. Despite ManoByte, Inc.'s best efforts, however, security cannot be absolutely guaranteed against all threats.


During the term of this Agreement, and for 24 months after any termination of this Agreement, The Client will not, without the prior written consent of the Company, either directly or indirectly, on the client's own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any person employed by the Company.


The Service Provider represents and warrants that it will perform the Services with reasonable care and skill with persons known to be experienced, qualified, reliable, and trustworthy; and the services and materials provided by the Service Provider to the Client under this Agreement will not infringe or violate any intellectual property rights or other rights of any third party.

Limitation of Liability

Subject to the Client’s obligation to pay the Service Provider, either Party’s liability in contract, tort, negligence, or otherwise, arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it, shall be limited in aggregate of the Price.

To the extent it is lawful to exclude the following types of loss and subject to the Client’s obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data, or any other indirect or consequential loss or damage whatsoever.

The Service Provider and Client will comply with all applicable federal, state, and local laws, statutes, rules, regulations, and ordinances in providing and in using, respectively, the Services.

The Parties agree that this Agreement shall be governed by the State and/or Country in which the duties of the Agreement are expected to be performed.  In the event that the duties of this Agreement are to take place in multiple jurisdictions, States, and/or Countries, this Agreement shall be governed by Michigan law.  

With the exception of content and materials and other information provided by the Client, the Service Provider will indemnify, defend, and hold harmless the Client, its affiliates, their officers, directors, employees, shareholders, members, managers, and agents, and their respective successors and assigns (collectively, the "Indemnified Parties") from and against any liabilities, claims, causes of action, suits, damages, judgments, awards, and expenses, including, without limitation, attorney's fees and costs of investigation (collectively, the "Claims"), arising out of or in connection with any allegation that any Services or Materials (or any part thereof), any process which is practiced in the customary use of the Materials, is or has been infringing upon any third party patent, trademark, copyright, or other intellectual property rights.