Client Services Terms of Agreement
Terms of Service
These Terms of Service along with the Client Services Agreement, all Statements of Work, Orders (if any), amendments and other documents which refer to this agreement constitute the “Agreement” between you (“Client,” “You” or “Your”) and SPECIALIZED CAREER GUIDANCE, LLC (“SCG,” “We” or “Our”) and is effective on the date stated in Your Client Services Agreement. Client and SCG may also be referred to as “Party” or together as the “Parties.”
- Services. We agree to perform the services (“Services”) listed in one or more Statements of Work. The Parties acknowledge that their obligations under the Agreement is valuable consideration.
- Compensation. Fees, expenses, payment milestones and any other compensation due to SCG shall be stated in the Statement(s) of Work.
- Expenses. We will be reimbursed by You for any reasonable and necessary expenses incurred in providing the Services. You must pre-approve all expenses.
- Payment. Invoiced amounts must be paid by You as stated in the Statement(s) of Work.
- Term. This Agreement will remain in effect until all Statement(s) of Work, orders or related documents are completed. However, if the Client Services Agreement is terminated then (unless included in the Survival provision) these Terms of Service also terminate.
- Statement(s) of Work termination. Each Statement of Work outlines how it may be terminated and the compensation due to SCG for termination.
- Client Services Agreement and these Terms of Service termination. (i) The Agreement will automatically terminate when both Parties have performed all of their obligations under the Agreement and all payments have been received. The parties may reinstate the Agreement by mutual written agreement. (ii) If either Party terminates the Client Services Agreement before the termination date, SCG shall cease further work and all Statements of Work, Orders (if any), amendments, other documents which refer to the Client Services Agreement, and these Terms of Services shall also be terminated (with the exception of terms listed in the Survival provision). The Party who elects to terminate must provide the other Party at least thirty (30) days’ prior written notice.
- Termination for Cause. Either Party may terminate this Agreement immediately by providing written notice to the other party if the other party breaches or is in default of any material obligation, including Client’s failure to make any payment when due.
- Termination before Services have been completed, you will be liable to Us for the amount stated in the Statement(s) of Work if the Agreement is terminated before the Services in any Statement of Work have been completed.
- Relationship of the Parties. The Parties understand that this Agreement is not an exclusive arrangement. and they are free to enter into other similar agreements with other parties. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, partner, or employee of the other Party.
- Intellectual Property. Any intellectual property created by the Client and provided to SCG to assist SCG in providing Services belongs to the Client. SCG has created certain intellectual property before this Agreement with Client. SCG has also created additional intellectual property in preparation of this engagement. During the period the Agreement is in effect, SCG may create additional intellectual property. Any intellectual property created by SCG belongs to SCG. Examples of SCG’s intellectual property are proposals, plans, drawings, specification, reports, advice, analyses, designs, methodologies, code, artwork, and other intellectual property which may be required to provide Services to Client (“SCG Intellectual Property”). All SCG Intellectual belongs to SCG.
- Confidential Information and Release of Information. The Parties may disclose or have access to information that is confidential. This information may be marked confidential, it may be identified as confidential when it is disclosed, or it may be obvious from the circumstances that the information is confidential. Confidential Information includes financial information, personal information, products, product ideas, technology, ideas, the terms and conditions of this Agreement, SCG Intellectual Property, methodologies, pricing, marketing, business policies and practices, customer information, deliverables, other materials and subject matter.Client will only use SCG Confidential Information to perform the Services. Client will not disclose and will use every precaution and take all necessary steps to prevent SCG Confidential Information from being obtained by unauthorized persons. If Client allows Client personnel to have access to SCG Confidential Information, Client will make certain that it is necessary for Client personnel to have access to SCG Confidential Information, Client will have a signed contract with Client personnel that contains confidentiality terms as strict as these terms before allowing Client personnel to have access to SCG Confidential Information. Client will not create, or attempt to create, nor permit or help others to create any confidential information that SCG provides to Client. If Client violates these terms, SCG may suffer irreparable harm and is therefore entitled to seek an injunction.
- Indemnification. Client at its own expense, shall indemnify, defend and hold SCG, its partners, contractors, agents, affiliates, designees and assignees harmless from and against any and all suits, causes of action, proceedings, loss, damage, liability or expense, including defense costs and legal fees, and claims of any nature, including but not limited to, damage to property and personal injuries, including death, arising out of or resulting from any negligent act, omission or willful misconduct of CLIENT or any person under CLIENT’s control and/or employment, at its own expense, shall defend any suit or dispose of any claim or other proceeding brought against said indemnities on account of such damage or injury, and shall pay all expenses, including attorney’s fees, and satisfy all judgments which may be incurred by or rendered against said indemnities.
- LIMITATION OF LIABILITY: SCG MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE SERVICES OR ANY WORK DEVELOPED, WORK PRODUCT, OR DELIVERABLES HEREUNDER, AND SCG EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NEED, ACCURACY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND TITLE, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.Neither party’s liability to the other party under this Agreement shall exceed the total amounts paid or payable by Client under this Agreement. Notwithstanding the foregoing, the limitation set forth in this Section will not apply with respect to: (a) claims for either Party’s breach of Confidential Information, (b) claims for bodily injury or death or physical damage to tangible property resulting from either Party’s negligence or omission, or (c) any claims resulting from either Party’s fraudulent or willful misconduct.
- Waiver. Neither Party can waive any provision of this Agreement, or any rights or obligations under this Agreement, unless agreed to in writing by the Parties. If any provision, right, or obligation is waived, it is only waived to the extent agreed to in writing.
- Amendments. This Agreement may be modified as needed. To make a modification, the Parties must agree to the modification in writing (an “Amendment”). The terms of this Agreement will apply to any Amendment the Parties make.
- Assignment. The Parties may not assign the responsibilities that they have under this Agreement to anyone else unless both Parties agree to the assignment in writing.
- Dispute Resolution; Governing Law. In the event of a dispute, the Parties agree to work towards a resolution through good faith negotiations. If the Parties are not able to resolve the dispute after thirty (30) days of negotiations, either Party may initiate mediation or arbitration in the Commonwealth of Massachusetts. If litigation is necessary, this Agreement will be interpreted based on the laws of the Commonwealth of Massachusetts regardless of any conflict of law issues that may arise. The Parties agree the dispute will be resolved at a court of competent jurisdiction in the Commonwealth of Massachusetts. The prevailing party will be able to recover its attorney’s fees and other reasonable costs for a dispute resolved by binding arbitration or litigation.
- Entire Agreement. The Agreement states the Parties entire understanding of the Services to be performed. This Agreement supersedes any other written or verbal communications between the Parties.
- Severability. If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of the Agreement will still be enforceable.
- Notices. All notices under this Agreement must be sent by email with read receipt, or by certified or registered snail mail with return receipt requested.
Notices must be sent to:
Specialized Career Guidance, LLC
Judi A. Vigna
P.O. Box 1765
Plymouth, MA 02362
Survival. The following sections of this Agreement shall survive the termination of this Agreement: 8 (Intellectual Property), 9 (Confidential Information), 10 (Indemnification), 11 (Limitation of Liability), 14 (Assignment) and this Section 19 (Survival).