The contract, in advance
We sell without calls, so it would be strange to make you ask for the contract and wait a business day to read it. Here it is: the standard terms of the Statement of Work we sign with every client, unedited.
Version 1.4 · last changed 2026-10-12
Scope
The Studio provides the named engineer to the Client on a full-time, dedicated basis (40 hours per week) for software engineering work directed by the Client. The engineer works remotely from Brazil, during the business hours agreed with the Client in writing — Brazil is UTC−3 and does not observe daylight saving, so the overlap with the Client's own hours is stated in the engagement and does not drift.
Management
The Client directs the engineer's day-to-day work, priorities and tooling. The Studio remains the engineer's contracting party and handles compensation, invoicing and replacement.
Exclusivity
The Studio does not allocate the engineer to any other client, in whole or in part, while this engagement runs. The engineer is engaged full time for the Client and the Studio does not offer their hours to anyone else. If that ever stops being true, the Studio tells the Client before it happens, and the Client may end the engagement immediately rather than on notice.
Fee and invoicing
The monthly fee stated above is all-inclusive. It is invoiced monthly in advance and due on the 5th of the period month, in U.S. dollars. Partial first and last months are prorated by calendar day.
Term and notice
The engagement continues month to month. Either party may end it with 30 days written notice. There is no placement or termination fee.
Replacement
If the engineer is not a fit, the Client says so within 30 days of the engineer’s first working day and the Studio replaces them at no additional cost. The Client’s own judgement is the test: no documented cause is required. The window closes on the Client raising it, not on the replacement having already started, because sourcing time is not the Client’s to control. The days the first engineer worked remain due, but the Client is never billed twice for the same period: any overlap while the replacement ramps up is carried by the Studio.
Named engineer
This Statement of Work names one engineer and the Studio does not substitute them without the Client’s written approval. The replacement right above is the Client’s to invoke, not the Studio’s. If the engineer resigns or becomes unavailable, the Studio tells the Client the day it knows and proposes replacements for the Client to interview; the Client may end the engagement instead, without notice.
Time off
The engineer is entitled to Brazilian public holidays and up to 15 working days of paid time off per 12 months, scheduled in writing with the Client at least two weeks in advance. Fees are not reduced for holidays or scheduled time off.
Intellectual property
The Studio hereby assigns to the Client all right, title and interest in the work product the engineer creates for the Client under this Statement of Work, including work created under this relationship before it was signed. The assignment takes effect on creation and survives termination. If an invoice remains unpaid for more than 30 days, the rights in the work covered by that invoice revert to the Studio until it is paid. The Studio warrants that the engineer has assigned the same rights to the Studio in writing, so the chain runs from the engineer to the Studio to the Client, and both parties will sign any further document needed to perfect or record the transfer.
Confidentiality
Each party keeps the other's non-public information confidential and uses it only for this engagement, during the engagement and for three years after. The Client's confidentiality or NDA terms, if signed separately, take precedence.
Security incident
If the Studio or the engineer loses control of the Client’s data, credentials or equipment, the Studio tells the Client in writing within 24 hours of knowing, with what is known at that point and what is being done about it. A fuller account follows; the first message is never delayed to make it complete.
Direct hire
After six months of engagement the Client may hire the engineer onto its own payroll at no charge. Before six months, the Client tells the Studio first and the two agree a handover date in writing. There is no conversion fee either way; the Studio asks only that the conversation happen with it rather than around it.
Communication
Everything happens in writing through the client portal and email, with a reply from the Studio within one business day. The Client's own interviews and team calls with the engineer are the only calls in the process.
Liability
The Studio's total liability under this Statement of Work is limited to the fees paid in the three months preceding the claim. Neither party is liable for indirect or consequential damages.
Governing law
This Statement of Work is governed by the laws of the State of Delaware, United States, and any dispute is resolved by good-faith negotiation first and, failing that, by binding arbitration.
What this page is not
- It is not the whole document. Yours also names the engineer, the monthly fee and the start date.
- It is not legal advice, and we are not your lawyers. Have counsel read it — it is one page, which is part of the point.
- It is not take-it-or-leave-it. Clauses move if you ask early; see the questions below.
- It is not retroactive. These terms are copied into your Statement of Work when your engagement starts and frozen there, so a later edit to this page cannot change a contract that was already signed.
Frequently asked questions
Is this the actual contract we would sign?
These are the standard terms, word for word. The Statement of Work you receive adds the specifics of your engagement — the engineer by name, the monthly rate, the start date and your company details — and then carries these clauses. If anything was agreed differently for your engagement, it is written into your own Statement of Work and it says so there — this page is the standard, not a promise that nothing can be negotiated. It arrives as a link: one page, with a signature block at the bottom, and a written reply accepting it counts as much as a signature.
Can we use our own paperwork instead?
Yes. Send us your MSA, your NDA or your contractor agreement and we will sign it if we can live with it, or tell you in writing which clause we cannot and why. On confidentiality the clause below already gives way to yours. Anywhere else the two documents disagree, say in the first email which one you want to govern and we will write that into the Statement of Work — we would rather settle it there than argue about precedence later.
Can individual clauses be changed?
They can. Ask in the first email rather than at signature — a clause discussed before you have committed internally is a conversation, and the same clause discussed at signature is a delay.
Who is the contracting party?
The studio contracts with your company and separately with the engineer. You never become the engineer's employer, which is what keeps this outside employment-classification risk in either country — and it is why the intellectual-property assignment has to run in two links, from the engineer to us and from us to you.
Read it and still want to hire?
Tell us the role and we will send a written quote the same day. Whatever the contract says, you have already read it on this page.