|
Terms and Conditions
<br />1. Client's Obligations. At all times while Consultant is providing the Services (as defined in the
<br />Basic Terms) ("Services") or otherwise assisting Client, Client shall promptly provide Consultant with
<br />access to the facilities, personnel and other resources reasonably necessary for Consultant to provide the
<br />Services.
<br />2. Compensation. The Flat Fee shall be paid in three (3) equal monthly installments of Fifteen
<br />Thousand Dollars ($15,000.00) due on the fifteenth (15th) of each month commencing on August 15, 2003.
<br />3. Consultant's Expenses. Client shall separately reimburse Consultant for Consultant's
<br />reasonable and necessary expenses (the "Expenses') including, without limitation, travel, meals, lodging;
<br />long distance telephone charges, teleconferencing, and/or cellular telephone toll charges; photocopying
<br />and faxes; express mail, messenger or delivery service incurred in performing the Services hereunder.
<br />These expenses shall be charged by Consultant and Consultant shall be reimbursed by Client within thirty
<br />(30) days following presentation of Consultant's invoice or statement. Expenses will not exceed $500.00
<br />per month without Client's prior approval.
<br />4. Vendor Costs and Payments. Subject to prior approval of Client, Consultant is authorized to
<br />enter into third party contracts on behalf of Client for Client's public information efforts. Payment of
<br />vendor for all good, services, and costs shall be Client's sole responsibility, and shall be in addition to the
<br />Compensation or any other fees for the Services. Such third party contracts include, without limitation,
<br />contracts for printing, graphic art work, demographic data, opinion research, mailing services, and
<br />postage.
<br />5. LIMITED WARRANTY; LIMITATION ON LIABILITY. CONSULTANT WARRANTS THAT
<br />IT SHALL COMPLY WITH THE APPLICABLE STANDARD OF PROFESSIONAL CARE IN THE
<br />PERFORMANCE OF THE SERVICES. CONSULTANT MAKES NO WARRANTY, EXPRESS OR
<br />IMPLIED, CONCERNING THE RESULTS OF THE SERVICES. THE FOREGOING WARRANTY IS IN
<br />LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND, TO THE FULL
<br />EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES ARE HEREBY EXCLUDED.
<br />CONSULTANT'S SOLE AND MAXIMUM LIABILITY FOR A BREACH OF THIS AGREEMENT,
<br />INCLUDING ANY WARRANTY, SHALL BE A REFUND OF THE COMPENSATION ACTUALLY PAID
<br />TO CONSULTANT UNDER THIS AGREEMENT. IN NO EVENT SHALL CONSULTANT BE LIABLE
<br />FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR ANY
<br />OTHER TYPE OF DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES OR THIS
<br />AGREEMENT. SUCH LIMITATION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES ARE
<br />CAUSED BY BREACH OF CONTRACT, WILLFUL MISCONDUCT, NEGLIGENT ACT OR OMISSION,
<br />OR OTHER WRONGFUL ACT OR OMISSION.
<br />6. Indemnification.
<br />(a) Each party agrees to indemnify, defend and save harmless from all loss, liability,
<br />damage, claim, cost or expense (including reasonable attorney fees or court costs) to the extent caused by
<br />the actual or alleged infringement of any patent, copyright, trade secret, or other proprietary right arising
<br />from or related to any material it furnished to such other party pursuant to this Agreement.
<br />(b) Each party (the "Indemnifying Party') agrees to indemnify, defend, and save harmless
<br />the other party from all loss, liability, damage, claim, cost or expense (including reasonable attorney fees
<br />or court costs) arising from or relating to any personal injury, death, damage to property, or economic loss
<br />to the extent caused by the Indemnifying Party's sole negligent act or omission, intentional misconduct, or
<br />other breach of duty. In the event both Consultant and Client are at fault, indemnification shall be
<br />proportionate to their respective shares of fault. In the event neither party is at fault, each party shall bear
<br />responsibility for its own losses, expenses and liabilities.
<br />
|