TERMS & CONDITIONS

1. Agreement:

The scope and terms associated with the Services along with these General Terms and Conditions are together one agreement between the Consultant and Client, collectively referred to as the Statement of Work "SOW”.  The SOW, together with all attachments, schedules, and exhibits, forms the entire agreement between the parties and supersedes any prior representations or agreements, oral or written, and all other communications between the parties relating to the subject matter of the SOW.  Any conflicting additional or different terms contained in any other agreement, invoice, or scope of work, as the case may be, are expressly rejected.  In the event of a conflict between these General Terms and Conditions, and Special Terms, Conditions and Assumptions under the SOW, the Special Terms, Conditions and Assumptions of the SOW shall take precedence. 

2. Term:  

The SOW begins on the date signed by the Authorized Representative of each party (the “Effective Date”) and will expire upon one hundred and twenty (120) calendar days of the Effective Date, unless otherwise agreed upon.

3. Termination:  

The Services provided in the SOW are non-cancelable and the associated fees paid or payable are non-refundable and cannot be used as a credit towards any other amounts due to the Consultant.

4. Invoicing/Payment:  

(a) Services will be invoiced in accordance with the SOW, on the "Effective Date". Invoice payment terms are net 30, unless otherwise specified on the SOW. For SOWs that include specific deliverables or a predetermined number of hours, a 50% deposit must be before services begin. All payments must reference the invoice number. Unless otherwise specified, all invoices shall be paid in the currency of the invoice (USD).

(b) Client agrees to pay for services rendered, in according to the details outlined in the SOW, which will be unique for each SOW

5. No Guarantee:

Except as expressly stated in the SOW, the Client acknowledges and agrees that the Consultant cannot guarantee or warranty the results or effectiveness of any of the services rendered or to be rendered, expressed or implied. Rather, services shall be executed in a professional manner and in accordance with good industry practice. Best efforts will be used but no results are promised.

6. Independent Contractor:  

(a) Client and Consultant expressly agree and understand that Consultant is an independent contractor and nothing in this Agreement shall be construed in any way or manner, to create between them a relationship of employer and employee, principal and agent, partners or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the Agreement. Accordingly, Consultant acknowledges that they are not eligible for any Client benefits, including, but not limited to, health insurance, retirement plans or stock option plans. Consultant is not the agent of Client and is not authorized and shall not have the power or authority to bind the Client or incur any liability or obligation, or act on behalf of the Client. At no time shall the Consultant represent that it is an agent of the Client, or that any of the views, advice, statements and/or information that may be provided while performing the Services are those of the Client.

(b) Consultant is solely responsible for directing and controlling the performance of the Services, including the time, place and manner in which the Services are performed. Consultant shall use its best efforts, energy and skill in its own name and in such manner as it sees fit.

(c) The Consultant is responsible to pay any federal, state, and local employment taxes

7. Nondisclosure:

(a) Consultant understands that, in connection with its engagement with Client, it may receive, produce, or otherwise be exposed to Client's trade secrets, business, proprietary and/or technical information, including, without limitation, information concerning customer lists, customer support strategies, employees, research and development, financial information (including sales, costs, profits, and pricing methods), manufacturing, marketing, proprietary software, hardware, firmware, and related documentation, inventions (whether patentable or not), know-how, show-how, and other information considered to be confidential by Client, and all derivatives, improvements and enhancements to any of the above (including those derivatives, improvements and enhancements that were created or developed by Consultant under this Agreement), in addition to all information Client receives from others under an obligation of confidentiality (individually and collectively “Confidential Information”). 

(b) Consultant acknowledges that the Confidential Information is the Client's sole, exclusive and extremely valuable property. Accordingly, Consultant agrees to segregate all Confidential Information from information of other companies and agrees not to reproduce any Confidential Information without Company’s prior written consent, not to use the Confidential Information except in the performance of this Agreement, and not to divulge all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement, except to Company employees and Consultant who need to know such Confidential Information in order to perform the Services. Consultant shall require a non-disclosure agreement satisfactory to the Client before such Contract Employee is exposed to any Confidential Information. Upon termination or expiration of this Agreement for any reason, Consultant agrees to cease using and to return to Client all whole and partial copies and derivatives of the Confidential Information, whether in Consultant's possession or under Consultant’s direct or indirect control, including any computer access nodes and/or codes, and to arrange for the return of such materials by all Consultant Employees.

(c) Consultant shall not disclose or otherwise make available to Client in any manner any confidential and proprietary information received by Consultant from third parties.  Consultant warrants that its performance of all the terms of this Agreement does not and will not breach any agreement entered into by Consultant with any other party.  

8. Indemnification:

(a)  Each party will indemnify, defend and hold harmless the other party, its officers, directors, employees, agents, and affiliates from and against any claims, demands, loss, damage, or expense, including reasonable attorney fees, (collectively, “Claims”) relating to bodily injury or death of any person or damage to tangible personal property to the extent proximately caused by the negligence or willful acts or omissions of the Indemnifying Party, its officers, directors, employees, agents, and affiliates in performance of the SOW.

(b)  In the event that any Claim is made against a party or other entity entitled to indemnity under this Section (an “Indemnified Party”), the Indemnified Party shall: (i) give prompt written notice of such Claim to the party that has an indemnity obligation (the “Indemnifying Party”); and (ii) provide reasonable assistance and cooperation in the defense and settlement of any Claim or legal proceeding.  Notwithstanding the foregoing, if the Indemnifying Party fails to assume its obligation to defend, the Indemnified Party may do so to protect its interests and seek reimbursement from the Indemnifying Party.

9. General:

(a) This Agreement does not create an obligation on Company to continue to retain Consultant beyond this Agreement’s termination. This Agreement may not be changed unless mutually agreed upon in writing by both parties.  

(b) Consultant hereby agrees that any breach of Section 6 by Consultant will cause irreparable harm to Company and that in the event of such breach or threatened breach, Company shall have, in addition to any and all remedies of law and those remedies stated in this Agreement, the right to an injunction, specific performance or other equitable relief to prevent the violation of Consultant's obligations hereunder.

(c) Consultant hereby agrees that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein.  

(d) This Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated herein. The language of all parts of this Agreement will in all cases be construed as a whole in accordance with its fair meaning and not for or against either party.

(e) All notices provided for in this Agreement shall be given in writing and shall be effective when either served by hand delivery, electronic facsimile transmission, express overnight courier service, or by registered or certified mail, return receipt requested, addressed to the parties at their respective addresses as set forth at the beginning of this Agreement, or to such other address or addresses as either party may later specify by written notice to the other.