Background:
A. The Client is of the opinion that the Company has the necessary qualifications, experience and abilities to provide services to the Client.
B. The Company is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Company (individually the “Party”; and collectively the “Parties” to this Agreement) agree as follows:
Services Provided
The Client hereby agrees to engage the Company to provide the Client with “Services” (the “Services”) outlined in the “Services” section.
Term of Agreement
The term of this Agreement (“Term”) will begin upon receipt of the first payment and signature of this Agreement and will remain in full force and effect until all requirements of “Services” are met.
Performance
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Currency
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
Compensation
For the services rendered by the Company as required by this Agreement, the Client will provide compensation (the “Compensation”) to the Company as stipulated under the “Compensation and Terms & Conditions”.
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, if necessary, will be charged to the Client in addition to the Compensation.
Reimbursement of Expenses
The Company will be reimbursed for reasonable and necessary expenses incurred by the Company in connection with providing the Services under this Agreement. All expenses must be pre-approved by the Client.
Confidentiality
Client and KSG agree to maintain strict confidentiality concerning their respective confidential information, including but not limited to all business planning, financial information, trade secret or other proprietary information, written or oral, acquired, shared, provided or developed under this Agreement (the ”’Confidential Information”) and will not use, disclose or allow access to such Confidential Information by any other person or organization, other than those who have a need to know of the information in order to perform obligations under this Agreement, without the other’s prior written consent.
The foregoing obligations regarding Confidential Information do not apply to information which is: a) known at the time of its disclosure; b) in the public domain at the time of disclosure or subsequently thereafter becomes part of the public domain without fault; or c) acquired from a third party having no obligation of confidentiality with respect to such information. The provisions of this paragraph shall survive termination of this Agreement.
Agreement
All written and oral information and material disclosed or provided by the Client to the Company 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 Company.
Ownership of Intellectual Property
All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
The Company may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client.
Return of Property
Upon the expiry or termination of this Agreement, the Company will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Earnings Disclaimer and Professional Advice
Client agrees the Company has taken every effort to ensure they accurately represent their services and benefit to the Client, yet, make no guarantees that the Client will achieve any results from our ideas, strategies, services, and offer no professional, legal, psychological or financial advice.
Capacity
The Company and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Notice
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in electronic mail and delivered to the Parties of this Agreement
Counterparts.
This Agreement may be executed in counterparts and exchanged via email or facsimile, and each counterpart shall constitute an original and both of which shall constitute one and the same instrument.
Indemnification
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, 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 or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Dispute Resolution
In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.
If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Commonwealth of Pennsylvania. The arbitrators award will be final, and judgment may be entered upon it by any court having jurisdiction within the Commonwealth of Pennsylvania.
Modification of Agreement
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 signed by each Party or an authorized representative of each Party.
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 Company will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
Entire Agreement
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
Titles/Headings
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Governing Law
It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Commonwealth of Pennsylvania, without regard to the jurisdiction in which any action or special proceeding may be instituted.
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 or unenforceable parts 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.