Trust and standard terms

Your counterparty is Ruzora LLC, a New Mexico limited liability company founded in 2025, with its registered address at 1209 Mountain Road PL NE STE R, Albuquerque, NM 87110, USA. There is no offshore intermediary in the contract chain: you sign with the US entity, you are invoiced by the US entity, and you pay the US entity.

Ruzora is a staffing firm. We source, vet, and place senior software engineers based in Latin America into client teams, and we act as the placement facilitator and payment intermediary between you and the engineer.

One agreement covers the relationship. The commercial specifics of each engineer, including the role, the scope, the hours, and the monthly rate, live in a separate Statement of Work that references the MSA and is signed by both parties.

The agreement described on this page is our standard Master Services Agreement, version 2, dated August 2026. If your counsel is holding an earlier copy, ask us for the current one before you redline it.

You do. All of it. This is the question that usually decides whether a staffing engagement clears legal review, so here is the whole position instead of a summary of it.

• All work product created by the engineer for you during an engagement belongs exclusively to you. That covers code, deliverables, designs, and any other materials made for you.
• Ruzora assigns to you all right, title, and interest in that work product.
• Every engineer signs a contractor acknowledgment that expressly assigns their intellectual property rights, including copyrights and patents, to you. The assignment does not depend on you having a separate contract with the engineer.
• Ruzora retains no intellectual property rights in anything the engineer builds for you. We do not take a licence back, and we do not reuse your code elsewhere.

Intellectual property rights survive termination of the agreement. Ending an engagement does not unwind the assignment.

If a placed engineer underperforms on documented technical grounds in the first sixty days, we replace them. Sixty days is twice the thirty most staffing firms offer, and it is a contract clause instead of a marketing line, which means it comes with conditions worth reading before you rely on it.

• One replacement per placement. The guarantee covers a single replacement, not an open-ended series.
• Performance-related only. It applies to documented technical performance problems. It does not cover ending a placement because your budget changed, the project was cancelled, or the engineer was not a culture fit. We would rather you see that carve-out here than find it in redlines.
• Documentation required. You give us specific written detail of the performance deficiency. “It is not working out” does not start the clock.
• Fifteen-day cure period. Once we have your documentation, we and the engineer get fifteen days to fix the problem before a replacement is triggered.
• You choose the replacement. We propose a shortlist of three to five qualified candidates and you select the one you want. After the first sixty days you accept the engineer’s services as-is.

Master Services Agreement version 2, section 7.

The engineers we place are independent contractors engaged through Ruzora. They are not your employees, and Ruzora is not your employer of record. If you need an EOR arrangement with employment-grade protections in the engineer’s country, that is a different product and we are not it.

Contracts, international payroll, and local compliance run through Deel. You receive one monthly invoice from Ruzora. You do not open a foreign entity, run a foreign payroll, or file anything abroad.

Classification is a shared responsibility in practice, and the MSA says so. Your oversight of the engineer should focus on accepting deliverables and outcomes rather than controlling the details of how they work day to day. That is the behaviour a contractor relationship depends on, and the clause exists so nobody is surprised by it later.

You provide the engineer with project objectives and the tools and system access they need to do the work.

If a tax authority or a court ever reclassifies the engineer as our employee, that is our bill, not yours. We indemnify you against third-party claims, taxes, penalties, and damages arising from a reclassification, on the condition that you kept your oversight on deliverables and did not take behavioural control of the engineer’s daily methods. That condition is the reason the paragraph above matters commercially and not just legally.

We will sign your NDA. Most clients send their own mutual NDA before or alongside the MSA, and we do not negotiate boilerplate on it.

What the standard MSA itself contains is narrower than a full mutual NDA, and you should know that now instead of discovering it in redlines. The confidentiality clause runs both ways: each party keeps the business terms of the agreement confidential, including fees, payment structures, our vetting process, and your business information disclosed to us. Neither side may pass those to a third party except to legal, tax, or financial advisers under a duty of confidence, or where the law compels it. Either party can also go straight to court for injunctive relief to protect confidential information.

What it is not is a general-purpose NDA over your technical material. Section 4.3 is scoped to business terms and business information. It does not do the work of a mutual NDA covering source code, architecture, roadmaps, and customer data. If your confidentiality position needs to live inside the services agreement instead of a separate NDA, say so and we will paper it that way. Every engineer also signs a contractor acknowledgment before starting work.

One flat monthly rate per engineer, quoted for your specific role before you commit. Vetting and matching, the replacement guarantee, compliance and payroll through Deel, and account support are inside that number. There are no recruiter fees, no hourly meters, no markups that grow with seniority, and no mid-contract renegotiation.

The mechanics your AP team will ask about:

• First invoice is pre-paid. The first monthly invoice for a new placement is due in full seven days before the engineer’s start date. Payment is a condition of starting, and we may delay a start date until it clears. Budget the timing into your onboarding plan.
• Then Net-15. Later invoices are issued on the 1st of each month and are due within fifteen days.
• Late fees. Overdue amounts accrue 1.5% per month, or the maximum the law allows if that is lower.
• Non-payment pauses the work. We may suspend services and instruct the engineer to stop until the balance and any late fees are paid.
• Fees are non-refundable. Amounts already paid for services rendered are not refunded. The remedy for an engineer who underperforms is the replacement guarantee above, not a refund.

We publish no rate card, because a real quote depends on the role and the stack. Tell us the role in the intake chat and you get the exact monthly number for it in about two minutes.

Each placement carries an initial three-month (90-day) commitment, which exists so a team is not rebuilt around an engineer who leaves in week three. After that, the agreement and the Statement of Work continue month to month.

Either side can then end the agreement, or any individual Statement of Work, on thirty days’ written notice. Ending one engineer does not end the others. The two numbers are different things and are worth keeping apart: ninety days is how long the first commitment runs, thirty days is how much warning either of us owes the other after that.

Payment obligations, intellectual property rights, and the non-circumvention and conversion-fee terms survive termination.

You can. It is priced, not forbidden, and the price is in the contract so it never becomes an argument.

For 18 months after we introduce an engineer, or after the end of their last assignment with you, hiring or contracting with them outside Ruzora triggers a conversion fee. The fee is a multiple of the monthly rate and falls the longer the placement has run:

• 0 to 6 months of placement: 4× the monthly rate
• 6 to 12 months: 3× the monthly rate
• 12 to 18 months: 3× the monthly rate

One honest note on the paper itself: the fee schedule in section 8.2 carries a fourth band, 18 to 24 months at 2×, that reaches past the 18-month restriction in section 8.1. We read 8.1 as the operative limit and do not assert a conversion fee after month 18. If your counsel wants that written down, we will strike the fourth band before signature.

The same section asks you not to route around Ruzora to engage an engineer we introduced, except through this conversion path.

The liability cap is mutual. Each party’s total liability under the agreement is capped at the fees you paid us in the three months before the event that caused the claim, and the same ceiling applies to both of us. Consequential, indirect, incidental, and punitive damages, including lost profits and business interruption, are excluded.

We are not liable for an engineer’s actions beyond our reasonable control, nor for work-product quality once the 60-day guarantee period has elapsed.

Indemnities run four ways:

• Each party indemnifies the other for third-party claims arising from its own gross negligence or wilful misconduct.
• You indemnify us for claims arising from the engineer’s actions while working under your direct supervision and control.
• We indemnify you for claims arising from any material misrepresentation of an engineer’s qualifications during our vetting. If we told you someone could do something and they could not, that is our exposure.
• We indemnify you against a worker-reclassification claim, on the deliverable-oversight condition set out in section 4 above.

New Mexico law governs the agreement, without regard to conflict of law principles.

Disputes go to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Albuquerque, New Mexico. Costs are shared equally and the prevailing party recovers reasonable attorney fees and costs. Either party may still ask a court for injunctive relief to protect intellectual property or confidential information.

Judicial venue, for enforcing an award or for any permitted court proceeding, is the state or federal courts in Bernalillo County, New Mexico.

The agreement may be signed electronically and in counterparts. We send it through BoldSign.

What we collect, why, how long we keep it, where it is stored, and the full current list of subprocessors are all set out in our Privacy Policy. That page is the authority; this section only points at it, which keeps the two from ever drifting apart.

The MSA commits both sides to agreeing reasonable security controls around the engineer’s access to your systems, code, and data. That covers access reviews, credential rotation, endpoint requirements, and offboarding. Where an engagement warrants more, we sign a Security Addendum that supplements the agreement, and your security team writes it.

Two points procurement usually raises. First, we do not need access to your production systems to place an engineer: the access you grant is between you and the engineer, on your terms. Second, the engineer signs a contractor acknowledgment before starting, and confidentiality of anything you expose to them is covered by that plus whatever NDA you put in place with us.

If your security team runs a vendor questionnaire, send it to team@ruzora.com and a person will fill it in. A real answered questionnaire beats a trust badge.

Need our standard MSA, a W-9, a certificate of insurance, or banking and remittance details for your vendor record? Email team@ruzora.com and we will send the set the same business day.

Three things are deliberately absent, because pretending otherwise would defeat the point of the page.

• A published rate card. The rate depends on the role and the stack. You get an exact number for your role in about two minutes through the intake chat, before any commitment.
• Candidate identities. Before an agreement is signed we show you blind profiles: verified skills, assessment results, seniority, availability. Names, employers, and calendars come after signature. That protects the engineer from being sourced around us, and it is the same rule for every client.
• A compliance certification. We hold no SOC 2 or ISO 27001 report. If your policy requires one, tell us early rather than late.

Anything else, including redlines on the MSA, goes to team@ruzora.com. If you want to see engineers first, the bench is public and a vetted shortlist for your role lands within 72 hours of intake.