Terms + Conditions
Background
Pursuant the Client’s opinion that the Consultant has the necessary qualifications, experience and abilities to provide consulting services to the Client,
AND the Consultant is agreeable to provide the services established by the terms and conditions set forth in this agreement.
The terms and conditions set forth by mutual beliefs and obligations based on the considerations aforementioned above, the receipt and sufficiency by which the aforementioned is hereby acknowledged, the Client and the Consultant (reflective individually as “Party” and collectively as “parties”) agree as follows:
Services Provided
The Client agrees to the consultation services based on the agreement of consulting tasks agreed upon.
The Consultant hereby agrees to provide such services to the Client.
Terms of Agreement
The beginning of the term is set forth upon mutually agreed identification of date and will be in full force and effect through completion of defined services, subject to earlier termination as provided by this agreement. The term may be extended based on agreement between Client-Consultant parties.
Performance
The parties agree to do everything necessary to ensure the terms of this Agreement take effect
Currency
All monetary amounts referenced in this Agreement are in USD (US Dollars)
All monetary transactions will utilize a third-party app (i.e., PayPal) to limit financial data collection.
Compensation
The Consultant will charge a flat fee determined by a “bid” of services based on the size of the project.
The Client agrees to pay a 50% deposit upon scheduling service and the remaining 50% upon project completion.
Invoices submitted by the Consultant to the Client are due within 30 Days of receipt.
In the event that the Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Consultant will be entitled to pro rata payment of the Compensation provided there has been no breach of contract on the part of the Consultant.
In the event that the Agreement is terminated by the Consultant prior to the completion of the Services, a refund of Compensation paid to date will be provided to the Client provided there has been no breach of contract on the part of the Client.
The Compensation as stated in this agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the client in addition to the Compensation.
Reimbursement
The Consultant will be from time to time reimbursed for reasonable and necessary expenses incurred by the Consultant in connection to providing service.
All expenses must be pre-approved by the Client.
confidentiality
Confidential Information (the “Confidential Information) refers to any data or information collected referring to the Client, whether business or personal, which would be reasonably considered to be private or proprietary to the Client and that is not generally known and where that Confidential Information could reasonably harm the Client.
The Consultant agrees to not disclose, divulge, reveal or report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client or as required by law. The obligations of Confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.
ownership of intellectual property
All Intellectual Property (the “Intellectual Property”) and related material that is provided by the Client to the Consultant for review, and any Intellectual Property that is developed while under this Agreement is a made “work for hire” and will be the sole property of the Client. The use of this Intellectual Property by the Client and will not be restricted at any time.
The Consultant may not use the Intellectual Property for any purpose other than what is contracted by the Agreement except with consent by the Client.
Any materials made prior to the Agreement and provided to the Client by the Consultant is considered the Intellectual Property of the Consultant and may not be used by the Client beyond the purposes contracted by this Agreement except without consent of the Consultant.
ownership of intellectual property
All Intellectual Property (the “Intellectual Property”) and related material that is provided by the Client to the Consultant for review, and any Intellectual Property that is developed while under this Agreement is a made “work for hire” and will be the sole property of the Client. The use of this Intellectual Property by the Client and will not be restricted at any time.
The Consultant may not use the Intellectual Property for any purpose other than what is contracted by the Agreement except with consent by the Client.
Any materials made prior to the Agreement and provided to the Client by the Consultant is considered the Intellectual Property of the Consultant and may not be used by the Client beyond the purposes contracted by this Agreement except without consent of the Consultant.
Return of Property
Upon the end of this Agreement, the Consultant will return to the Client and Intellectual Property that is the property of the Client and/or destroy said documentation as determined by the Client.
Capacity/Independent Contractor
In providing Services under this Agreement, it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. The Client is not required to pay, or make contributions to, any social security, local, state, federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Consultant during the term of the Agreement. The Consultant is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Consultant during this Agreement.
Autonomy
Except as otherwise noted in this Agreement, the Consultant will provide at the Consultant’s own expense any and all equipment, software, materials or other supplies necessary to deliver the Services in accordance to the Agreement.
Non-Exclusivity
The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free during or after the Term to engage or contract with third-parties for the provision of services similar to the Service.
Indemnification
Each Party agrees to indemnify and hold harmless the other Party and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees, and costs of any kind and any amount whatsoever, which result or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs within connection to this Agreement. This indemnification will survive the termination of this Agreement.
Agreement Modification
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this agreement will only be binding if evidenced in writing and signed by both Parties. Notice will be determined by means of the Agreement.
Time of the Essence
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Assignment
The Consultant will not voluntarily, or by operation of the law, assign or otherwise transfer its obligations under this Agreement without prior consent of the Client.
Entire Agreement
It is agreed that there is no representation, warranty, collateral agreement or condition affecting the Agreement except as expressly provided in this Agreement.
Titles and Headings and Gender
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Words in the singular mean and include the plural and visa versa. Words in the masculine mean and include the feminine and visa versa.
Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of Hawaii.
Severability
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid and unenforceable part severed from the remainder of this Agreement.
Waiver
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.