ARTICLE 2 – PERIOD OF PERFORMANCE
The Period of Performance is:
Start date: ("Effective Date")
End date:
This Agreement will be renewed automatically for 1-year terms unless terminated in writing by either party. Both Client and Consultant may terminate this Agreement by providing advance written notification of 30 days.
Consultant will be entitled to compensation for services performed up to the termination date.
ARTICLE 3 – SUBMISSION AND PAYMENT OF INVOICES
Invoices shall be submitted via an email to:
[email protected] for approval whose mailing address is:
Company: OST Global Solutions, Inc.
Contact Person: Erica Gallimore
Tel: (304) 412-6166
Invoices for hourly consulting support shall be paid within 10 days of receipt of the invoice.
Client shall pay all amounts due not in dispute upon receipt of the invoice.
Upon receipt, Client shall review and approve Consultant's invoice. If Client disputes any portion of Consultant's invoice, then within five (5) days of receipt of the invoice, Client shall notify Consultant in writing of the dispute and shall provide detailed written notice setting forth the reason(s) for such dispute or non-acceptance of Consultant's work. Consultant shall have a reasonable opportunity to correct such work.
If Client does not timely dispute Consultant's invoice, Consultant will continue to provide services in reliance on Client's implied approval of the invoice. Client agrees that all of Consultant's invoices shall be deemed approved five (5) days after receipt, unless Client has notified Consultant in writing of the dispute.
Unless amounts are disputed, and Client fully prevails in the dispute, Client agrees to pay Consultant, in addition to the amount due, any collection fees and expenses incurred by Consultant, including attorney's and/or collection agency's fees and court costs. In the event Client's bank dishonors any payment, Client shall reimburse Consultant for any bank and handling charges incurred by Consultant. Any amounts paid more than 30 days after the due date shall accrue a monthly finance charge of 1.5% starting on the date the payment was due. Consultant reserves the right to discontinue any work on Client's behalf if any invoice is outstanding more than 10 days from the date payment is due.
ARTICLE 4 – RATES AND EXPENSE REIMBURSEMENT
Client agrees to pay the following compensation for services provided by Consultant:
Consulting services:
- As specified by the Article 1 and/or Work Authorization.
All expenses, including travel, lodging, local transportation, parking, event fees, and per diem, are in addition to the hourly rates and shall require prior approval by Client to qualify for reimbursement. Travel time outside of the 50-mile Washington, DC area is charged in half-day or full-day increments.
Consultant may provide other services not specified above at mutually agreed upon rates.
ARTICLE 5 – REPORTS
Consultant will keep Client informed of the activities and the developments by way of conversations, emails, phone calls, or virtual meetings.
ARTICLE 6 – WARRANTIES / INDEMNIFICATION / LIMITATION OF LIABILITY
Consultant represents and warrants to Client it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this Agreement; and that its performance of this Agreement and any products or deliverables provided to Client shall not infringe upon or violate the rights of any third party or violate any federal, state, and municipal laws.
Both parties agree to indemnify and hold each other's, affiliated entities, Client, and each of their respective agents, successors, assigns and any officers, directors, shareholders, employees, Clients or representatives of the foregoing ("Indemnified Parties") harmless from any liabilities, claims, penalties, fines or demands (including the costs, expenses, and attorneys' fees on account thereof), including but not limited to any property damages and any personal injury or death, that may be made against Indemnified Parties by any person, including but not limited to customers, employees of either Party, or third parties, relating to any act or omission of either Party, its employees, subcontractors, agents or affiliates in the services, whether based on Agreement, tort, negligence, strict liability, delay, warranty, indemnity, error or omission, or otherwise.
Nothing in this Agreement and nothing in Consultant's statements to Client will be construed as a promise or guarantee as to the outcome of Client's matters, or the fees or costs to be incurred. Consultant makes no such promises or guarantees.
Client shall review and sign off on all the products and deliverables and take full responsibility for accuracy and timeliness of submission of all the products and deliverables such as the proposal and all related materials. Client shall not hold Consultant or Consultant's agents, officers, employees, independent consultants, or Subcontractors liable for any damages, claims, liabilities, costs, suits, expenses, or losses related to Consultant's or Consultant's agents, officers, employees, independent consultants or subcontractors' work.
Consultant agrees to offer the usage of commercial communication and project management technology that Consultant subscribes to, to aid Client at no additional charge, should Client make such request. Client shall not hold Consultant liable for any loss of data or other damages, claims, liabilities, costs, suits, expenses, or losses associated with this use of the technology. When Client uses Consultant's office space, Client shall not hold Consultant liable for any loss of data or other damages, claims, liabilities, costs, suits, expenses, or losses associated with the office space.
ARTICLE 7 – NON-SOLICITATION OF PERSONNEL
Client understands that in the services industry, Consultant's employees, independent consultants, and Subcontractors are a company's greatest asset. The parties agree that during performing this Agreement and any resulting subcontract, purchase order, Consulting Agreement, or Technical Services Agreement including any extensions or modifications thereto, and for two (2) years after their termination or expiration, neither party shall, directly or indirectly, solicit, recruit, employ, retain, or offer to employ or retain an employee, independent consultant, or a subcontractor of the other party without the prior written consent of the other party. Notwithstanding the above, this provision shall not restrict the right of either party to solicit or recruit generally in the media for required personnel, independent consultants and subcontractors.
ARTICLE 8 – PROPRIETARY INFORMATION AND OWNERSHIP
For proprietary information to be protected under this Agreement, it must be (where the proprietary information lends itself to written form): (1) in writing, (2) clearly identified as proprietary information, and (3) delivered to and accepted by the receiving party. Where such proprietary information does not lend itself to written form, (i.e., oral, recording or other machine-readable form), the transmittal shall be documented by the disclosing party in writing within five (5) days of such transmittal.
Consultant will use such proprietary information only for the purpose of performing the services under this Agreement and shall not disclose such proprietary information to any other person (including the media), partnership, venture, firm or corporation without the express written direction of Client, as appropriate.
Neither party shall identify as proprietary information any information which is not in good faith believed by the party to be privileged, a trade secret, or otherwise entitled to such marking.
Each party shall maintain proprietary information of the other party in a manner no less secure than the manner it maintains its own proprietary information. All proprietary information shall be returned or destroyed upon the request of the disclosing party.
Consultant agrees that all products and deliverables, such as the proposal and all related materials developed under this Agreement, whether produced or authored by Consultant, will be deemed "work for hire" or the property of Client and Consultant shall not use any work for any purpose other than in the performance of Consultant's services under this Agreement.
Consultant's tools, templates, processes, training collateral, pre-existing materials, methodologies and derivative works thereof remain the property of Consultant.
As between the parties, the foregoing restrictions as to the disclosure and use of proprietary information shall expire two (2) years from the date it was received by the receiving party.
Notwithstanding the foregoing, neither party shall have any obligations under this Agreement with respect to information which (1) is publicly available at the time of disclosure; (2) is disclosed to the receiving party by a third party, unless the receiving party is aware that the third party is subject to an obligation of confidentiality with respect to such information, (3) becomes publicly available after disclosure through no act of the receiving party, or (4) is independently developed by the receiving party without breach of this Agreement. Consultant and Client may use and disclose any information (1) to the extent required by an order of any court or other governmental authority, or (2) as necessary for it or them to protect their interest in this Agreement.
Client agrees to allow Consultant to use Client's name and mark in all of Consultant's Client lists in promotional materials.
ARTICLE 9 – CHOICE OF LAW
This Agreement shall be governed by and construed under the substantive laws of the State of Maryland, and any proceedings before a court shall be initiated and maintained only in the Montgomery County, Maryland.
ARTICLE 10 – VALIDITY OF FACSIMILE COPIES AND COUNTERPARTS
This Agreement may be executed by facsimile signatures and any faxed or photocopied version of this Agreement which bears a faxed, photocopied, or electronic signature shall be binding, valid, and admissible in any proceeding, for all purposes, as though the same were original. This Agreement may also be executed in counterparts and all counterparts, when taken as a whole, shall be binding, valid, and admissible in any proceeding.
ARTICLE 11 – WAIVER
Failure by either party to enforce any obligation by the other party, to claim a breach of any term of this Agreement or to exercise any power agreed to will not be construed as a waiver of any right, power or obligation under this Agreement, will not affect any subsequent breach, and will not prejudice either party as regards any subsequent action.
ARTICLE 12 – SEVERABILITY
If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction, the remaining terms and provisions of this Agreement shall remain unimpaired and in full force and effect.
ARTICLE 13 – ASSIGNMENT
Neither party may assign any rights or obligations under this Agreement without the prior consent of the other.
ARTICLE 14 – ENTIRE AGREEMENT
This Agreement (including its exhibits) sets forth the entire and integrated agreement between the parties pertaining to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings and arrangements, whether written or oral, between the parties hereto with respect to the subject matter herein. This Agreement may be amended only by a written instrument signed by both parties.
In WITNESS WHEREOF, Client and Consultant have executed this Consulting Services Agreement as of the last date set forth below.
