Engagement Agreement
This Engagement Agreement (the "Agreement") is entered into on July 15, 2026 between:
Shlomo Ashvil, an individual doing business as Integralink, with principal contact [email protected] ("Integralink"),
and
Borenstein Caterers, Inc., with principal contact Authorized Representative at [email protected] (the "Client").
1.Scope of Work
Integralink will design, build, and deliver the systems and workflows described below (the "Deliverables"). The scope summary is:
A finished website assembled from the five live concepts presented (borenstein-concepts.netlify.app) — your pick of direction, sections mixable — with dedicated audience pages, copywriting, photography, and full launch handling (domain, analytics, go-live). Live within three weeks of start.
The Parties acknowledge that the Deliverables, as listed in Section 4, are the complete and final scope of this engagement. Any work outside that list is out of scope and will require a written amendment.
2.Term
This Agreement begins on the Effective Date and remains in effect until the Deliverables are accepted by the Client or until earlier terminated under Section 9.
3.Roles & Responsibilities
3.1Single Point of Contact (SPOC). The Client designates Authorized Representative at [email protected] as the SPOC authorized to make decisions and approvals on the Client's behalf.
3.2Access. The Client will provide reasonable access to systems, data, and stakeholders, and respond to information requests within five (5) business days. Client-side delays extend the project timeline correspondingly.
3.3Communication. Default communication is asynchronous (email). Weekly check-in calls included if requested. Integralink responds to non-emergency messages within one (1) business day during business hours (Mon–Fri, 9am–6pm ET).
4.Deliverables & Pricing
Items marked Required are part of the base engagement. Items marked Optional are included only if the Client checks the corresponding box at signature; unchecked optional items are excluded.
5.Payment Terms
5.1Deposit. Due upon execution. Work begins once the Deposit is received.
5.2Balance. Due within fifteen (15) days of Final Acceptance (Section 7).
5.3Method. Payments are processed through Stripe.
5.4Late Payment. Undisputed amounts not paid within fifteen (15) days of their due date accrue interest at 1.5% per month. Services may be paused after seven (7) days' written notice on a past-due account.
5.5Hourly Rate for Out-of-Scope Work. Work outside the Scope or beyond the included Revision Rounds is billed at $200/hour with prior written approval.
6.Revisions & Out-of-Scope Work
6.1Included Revisions. Each Deliverable includes two (2) rounds of revisions. A revision round is a single consolidated set of change requests submitted within seven (7) days of delivery.
6.2Additional Revisions. Beyond the included rounds, billed at the hourly rate in Section 5.5 with prior written approval.
6.3Change Requests. Material scope changes require a Change Order signed by both Parties.
7.Acceptance
Each Deliverable is deemed accepted on the earlier of (a) written sign-off by the Client, or (b) fifteen (15) days after Integralink notifies the Client the Deliverable is complete, absent a written list of specific defects within that period.
8.Intellectual Property
8.1Pre-Existing IP. Each Party retains ownership of materials, code, frameworks, and know-how it brings to this engagement.
8.2Client IP. Upon payment in full, Integralink assigns to the Client all right, title, and interest in deliverable code, configurations, and workflows specifically authored for the Client (excluding Pre-Existing IP).
8.3License-Back. Integralink retains a perpetual, royalty-free license to use generic patterns and anonymized lessons internally.
8.4Third-Party Software. Where deliverables include open-source or third-party software, the Client is bound by the applicable licenses of that software.
9.Termination
9.1For Convenience. Either Party may terminate on fifteen (15) days' written notice. The Client pays for work performed through the termination date plus any non-cancelable third-party costs. The Deposit is non-refundable.
9.2For Cause. Either Party may terminate immediately on material breach not cured within ten (10) days.
9.3Effect. Integralink delivers work product completed through termination. Client's IP rights under Section 8 apply on payment of undisputed amounts.
10.Confidentiality
Each Party will protect the other's non-public information with reasonable care and will not disclose it except to employees and contractors bound by similar obligations. This duty survives termination for two (2) years.
11.Warranties & Limitations
11.1Integralink warrants the Deliverables will conform to the Scope of Work for thirty (30) days after Final Acceptance. Sole remedy: re-performance or refund for non-conforming work.
11.2EXCEPT AS EXPRESSLY SET FORTH, THE DELIVERABLES ARE PROVIDED "AS IS" AND INTEGRALINK DISCLAIMS ALL OTHER WARRANTIES.
11.3NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EACH PARTY'S TOTAL AGGREGATE LIABILITY IS CAPPED AT THE TOTAL FEES PAID OR PAYABLE.
12.Hosting & Infrastructure
12.1During the Engagement. Integralink may host workflows on its own infrastructure at no additional cost during the engagement.
12.2After Handoff. Integralink transfers hosting to Client-controlled infrastructure at or before Final Acceptance, unless the Client elects Ongoing Support (Section 13). Ongoing infrastructure costs are the Client's responsibility from handoff.
12.3Credentials. Integralink will not retain Client production credentials after handoff except where required for elected Ongoing Support.
13.Ongoing Support (Optional)
If the Client elects ongoing maintenance, monitoring, or iteration after Final Acceptance, the Parties will execute a separate Support Agreement. Until then, post-acceptance work is billed at the hourly rate in Section 5.5.
14.General
14.1Governing Law. New York, without regard to conflict-of-laws principles.
14.2Disputes. Brought exclusively in state or federal courts in New York County, New York.
14.3Independent Contractor. Integralink is an independent contractor. No employment, agency, joint venture, or partnership is created.
14.4Notices. Written email to the addresses on the first page; effective on receipt.
14.5Entire Agreement. Complete agreement on its subject matter. Amendments must be written and signed by both Parties.
14.6Electronic Signature. Valid and binding under the ESIGN Act and applicable state e-signature law.
