Consulting Agreement – Terms and Conditions
THIS AGREEMENT GOVERNS THE PROVISION OF CONSULTING SERVICES TO YOU.
BY EXECUTING A CONSULTING AGREEMENT ORDER FORM OR SCHEDULE THAT REFERENCES THESE TERMS AND CONDITIONS, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS OF THE EFFECTIVE DATE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.
These terms and conditions were last updated on October 5, 2011. It is effective between you, individually or with respect to the company you represent, and Two Step as of the date of your accepting this Agreement.
1. CONSULTING SERVICES. Two Step agrees to provide Customer with the services described on Schedule 1 to the Agreement for the amounts as set forth on said Schedule 1. Additional Schedules may be added chronologically by written agreement of the parties. In addition, if approved in writing in advance, Customer shall reimburse Two Step for all reasonable out-of-pocket expenses actually incurred by Two Step in connection with expenses for travel, lodging and meals. Two Step will furnish reasonable documentation of such expenses to Customer upon request.
2. WARRANTY. Two Step’s sole and exclusive warranty with respect to the services to be provided hereunder is that the performance of the services called for by the Agreement does not and shall not violate any applicable law; any of its contracts with third parties; or any third-party copyrights or trade secrets, or similar rights. In addition, the services shall be performed by employees or consultants of Two Step who possess an appropriate level of expertise and training for the services to be performed.
TWO STEP DOES NOT PROVIDE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
3. LIMITATION OF LIABILITY. In no event shall Two Step or its suppliers be liable to Customer for any indirect, special or consequential damages, including, without limitation, damages resulting from (i) loss of profits or data, (ii) the inability to use any equipment, or (iii) the use or inability to use the software, even if Two Step has been advised of the possibility of such damages. In no event shall Two Step be liable to Customer for any monetary damages in excess of the amount(s) paid to Two Step by Customer, without regard to whether a claim is based in contract or tort, including negligence.
4. COPYRIGHT. All property rights in any works or materials created by Two Step for Customer pursuant to the services to be rendered hereunder are and shall be owned by Two Step (or its suppliers) and are protected by United States copyright laws. Customer is hereby granted a perpetual license to use any such created works or materials with and as a part of the system licensed by Two Step to Customer, without the payment of any additional fees.
5. CONFIDENTIALITY. Each party agrees it will not disclose the other party’s Confidential Information to any third party, other than to its own service providers, contractors, agents and representatives who have a need to know any such information; and provided that any such service providers, contractors, agents and representatives are bound by similar confidentiality restrictions at least as stringent as those stated herein. Confidential Information shall mean information that is not in the public domain that is furnished to the other party or of which such party becomes aware as a result of the use of the System or pursuant to this Agreement, specifically including any Customer Data. Customer Data shall mean any data that Customer or Two Step transmits to or stores in the System. The System shall mean collectively the licensed application Corporate Focus along with the related network, servers, hardware and other software programs and infrastructure which have been licensed to Customer pursuant to a written agreement. Each party shall have no such confidentiality obligation with respect to any information or data of the other party that: (a) was previously known to the receiving party; (b) is received from a third party without similar restriction; (c) is or becomes publicly available by other than unauthorized disclosure hereunder; (d) is independently developed by the receiving party; (e) is approved for release by written authorization of the disclosing party; or (f) is required to be disclosed by law, regulation or court order. If a party receives a subpoena or other order requiring it to disclose the other party’s Confidential Information, it shall provide to the disclosing party prompt notice thereof to permit the disclosing party to seek injunctive or other equitable relief to quash any such subpoena or dismiss any such order. In any event, the party receiving any such subpoena or order shall disclose only that portion of the Confidential Information required to be disclosed pursuant to such subpoena or order.
6. INDEPENDENT CONTRACTOR. In the performance of the services described on any Schedule hereto, Two Step shall be deemed to be, and shall be, an independent contractor, and not a joint venturer, partner, employee or agent with or of Customer. Without limiting the generality of the foregoing, neither the Two Step nor Customer shall have the power to bind the other, contractually or otherwise.
7. LEGAL AND ACCOUNTING SERVICES. Two Step does not provide and is not licensed to provide legal or accounting advice to customers. Customer should seek appropriate legal and accounting advice and counsel from its legal and accounting service providers.
8. NO ASSIGNMENT. This Agreement may not be assigned or delegated, in whole or in part, by either party without the prior written consent of the other party, and any such attempted assignment or delegation shall be void and of no effect.
9. WAIVER. No waiver by either party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by either party of any right under this Agreement shall be construed as a waiver of any other right. Neither party shall be required to give notice to enforce strict adherence to all terms of this Agreement.
10. GOVERNING LAWS. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts as a contract made and performed therein. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions of this Agreement.
11. ENTIRE AGREEMENT. This Agreement and the Amendment(s) and Schedule(s) hereto (if any) embody the entire agreement and understanding between Two Step and Customer with respect to the subject matter hereof and supersede any prior agreements and understandings between the parties hereto with respect to the subject matter hereof.
Terms and Conditions Version: 10051101
