You, the “Client” (also referred to as “you” and “your”), agree to be bound by the terms of this Consulting Agreement (the “Consulting Agreement”)” commencing on the date you placed an order (“Effective Date”) for our Consulting Services, as defined below in Section “Consulting Services.” This Consulting Agreement is in addition to the Website’s general Terms and Conditions and Privacy Policy, which you should also read carefully.
Terms not defined in this Consulting Agreement have the meanings set forth in the Terms and Conditions.
1. Consulting Services. When purchasing advisory or technical services, we will perform the services as selected in your order (collectively referred to as the “Consulting Services”). You acknowledge and agree that we may, at our sole discretion, use subcontractors and consultants to perform some of the Consulting Services to be provided under this Consulting Agreement. In the event we utilize subcontractors or consultants to perform any of the Consulting Services, we shall remain responsible to you for performance under this Consulting Agreement.
2. Fees and Expenses.
2.1. Fees. We will be compensated pursuant to the terms stated in your order, including any respective payment schedule (the “Fee”). An initial payment is due and payable through the Website and must be received by us before the commencement of the Consulting Services and any additional payment due on your order shall be processed through autopay in accordance with the information you have provided. In the event any payment has not been received by us in accordance with this Consulting Agreement, we shall suspend the Consulting Services until payment is received and such suspension of Consulting Services shall not be considered a breach of contract.
2.2. Billing and Payment. We shall prepare and submit invoices to you via email for all Consulting Services. You will pay invoices in U.S. dollars per the terms of your order. Payments must be made by direct deposit, wire transfer, or such other method as may be agreed upon by us. You shall have no right of offset or withholding under this Consulting Agreement. Any amounts not paid by you when due shall be subject to interest charges, from the date due until paid, at the rate of one- and one-half percent (1.5%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly. If any amounts due becomes past due for any reason, we may, at our option and without further notice, withhold further Consulting Services until all invoices have been paid in full, and such withholding of Consulting Services shall not be considered a breach or default of any of our obligations under this Consulting Agreement. In the event of a suspension of Consulting Services, this Consulting Agreement shall be terminated per Section “Termination for Breach.”
2.3. Cooperation of Client. You agree to comply with all of our reasonable requests of and shall provide our personnel with access to all documents as may be reasonably necessary for the performance of the Consulting Services under this Consulting Agreement.
3. Marketing.
3.1. Logos. Each Party has the right to display each other's logo and name on the Website and marketing materials. A Party may direct the other to a media access download site or email a useable file for ease of use. Such online marketing materials may include a backlink to the other Party's official website. Each Party may also provide the other Party with short statements for any media communication. You shall refer to us as a "Microsoft Advisory Partner." Such logos and business names may also be used on social media platforms.
3.2. Testimonials. We may request a testimonial from you about your experience with us and the outcomes. Such feedback may be used to improve our internal processes and may be shared publicly.
4. Compliance with Laws; Permits and Licenses. Each Party will obtain and maintain in force, at its own expense, all licenses, permits, insurance and approvals required for its performance under this Consulting Agreement, and will obtain all required inspections, authorizations, and approvals prior to commencement of the Consulting Services.
5. Services Warranty. The Consulting Services to be performed hereunder are in the nature of technical and sales strategy. We do not warrant in any form the results or achievements of the Consulting Services provided or the resulting work product and deliverables. We warrant that that the Consulting Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with the generally accepted industry standards and practices. If we provide services other than sales strategies, we do not warrant in any form the results or achievements of the Consulting Services provided or the resulting work product or deliverables.
6. Ownership of Work Product.
6.1. No Work for Hire. This is not a work-for-hire agreement. The copyright in all deliverables created hereunder for you shall belong to the us. All intellectual property rights in all pre-existing works and derivative works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented or reduced to practice in the performance of the Consulting Services hereunder are and shall remain our sole and absolute property, except for the Template Works, as defined below in Section “License for Templates and Derivative Works,” and we retain all moral rights therein. This Consulting Agreement does not grant you any license to any of our products, which products must be licensed separately.
6.2. License for Templates and Derivative Works. With regard to templates that we deliver under this Consulting Agreement, which will be marked “Templates for Internal Use”, and its derivatives that you may create (together the "Template Works"), we hereby grant you a revocable non-exclusive, perpetual, worldwide, royalty-free license in perpetuity that excludes the right to sell or sub-license such Template Works. For the avoidance of doubt, such license in any Template Works shall vest in you on the date we receive the full and final payment from the Fee due on a purchased order, and any rights granted to you are revocable in the event you fail to remit any portion of the Fee, request a reduction in Fee pursuant to the Section “Governing Law and Venue” by arbitration, or allege a warranty-based claim against us.
6.3. Right to Create Derivative Works. The license granted in the subsection entitled License for Template and Derivative Works of this Section includes the right to adapt, decompile and amend the Template Works without giving any credits to us and to use it for any purpose internally by you. You may, without our consent, assign this license to a successor, in which case the terms of this Section shall continue to apply to the successor in relation to such assigned license.
6.4. Open-Source License. Consulting Services may utilize and include components subject to the terms and conditions of third-party open-source software licenses (“Open-Source Software”). To the extent applicable, we will, upon your written request, identify such Open-Source Software included in the Consulting Services you purchased. To the extent required by the license that accompanies the Open-Source Software, the terms of such license will apply in lieu of this Consulting Agreement with respect to such Open-Source Software, including without limitation, any provisions governing access to source code, modification, or reverse engineering.
7. Term. This Consulting Agreement shall have a term as set forth in the purchased order from the Effective Date (the "Term"), unless earlier terminated in accordance with the provisions in Section Termination.
8. Termination.
8.1. Acceleration. In the event that you breach any term, condition, or covenant of this Consulting Agreement, including but not limited to failure to make any payment when due, we shall have the right, at our sole discretion, to declare all remaining payments due under this Consulting Agreement to be immediately due and payable in full. Upon such declaration, you shall be obligated to pay the entire remaining balance of the Fee without delay. This remedy shall be in addition to any other rights or remedies that we may have under this Consulting Agreement or applicable law.
8.2. Termination for Breach. Either Party may terminate this Consulting Agreement at any time in the event of a breach by the other Party of a material covenant, commitment, or obligation under this Consulting Agreement that remains uncured after five days written notice to the breaching party. Such termination shall be effective immediately at the end of the period to cure, automatically upon mutual written consent, or as a date set forth for termination in such written consent. In the event that we allege that there is a monetary breach by you, we may suspend all Consulting Services until such monetary breach is resolved to the satisfaction of both Parties and pursuant to our rights in this Section, or pursuant Section “Governing Law and Venue.”
8.3. Termination for Convenience. The Parties may terminate this Consulting Agreement upon written mutual consent of the Parties.
8.4. Obligations upon Termination. Termination of this Consulting Agreement for any reason shall not discharge either Party's liability for obligations incurred hereunder and amounts unpaid at the time of such termination. You shall pay us for all Consulting Services rendered prior to the date of termination in addition to our rights pursuant to Section “Acceleration”.
9. Relationship of the Parties. The relationship of the Parties hereto is that of independent contractors. Nothing in this Consulting Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party's employees or agents. Each of the Parties is an independent contractor and neither Party has the authority to bind or contract any obligation in the name of or on account of the other Party or to incur any liability or make any statements, representations, warranties, or commitments on behalf of the other Party, or otherwise act on behalf of the other. The Consulting Agreement shall not be construed as constituting either Party as partner, joint venture, or fiduciary of the other Party or to create any other form of legal association that would impose liability upon one Party for the act or failure to act of the other Party, or as providing either Party with the right, power, or authority (express or implied) to create any duty or obligation of the other Party. Each Party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers compensation, and all other employment benefits.
10. Disputes. Any dispute, controversy, or claim arising out of or related in any manner to this Consulting Agreement (generally referred to as a “Claim”), must be made by written demand or written assertion by a Party and submitted within thirty (30) days after such accrual of a Claim, except for money due to us. An assertion of any Claim must include the amount in dispute, the adjustment or interpretation of a term in the Consulting Agreement, or other relief arising under or relating to this Consulting Agreement and the date of the accrual of the Claim. The Parties agree that if they are unable to find a mutually agreeable resolution after no less than fifteen (15) days, the Party asserting the Claim must adhere to the Section entitled “Governing Law and Venue” to settle the Claim within sixty (60) days of the accrual of such Claim.
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