Terms of service

5. Independent Contractor

Consultant is an independent contractor. Nothing in this Agreement shall be interpreted to establish any partnership, joint venture, or employment relationship between the parties.

 

 

6. Confidentiality

A. Each Party agrees to retain in confidence and not disclose to any third party any non-public information disclosed by the other party.

B. Consultant agrees not to use Client’s confidential information for any purpose other than performing the Services.

C. This section shall survive for three (3) years following the termination of this Agreement.

 

 

7. Ownership and Intellectual Property

A. All deliverables, documentation, strategies, content, and other work product developed by Consultant for Client during the course of the Services ("Work Product") shall be considered work made for hire and shall be the sole and exclusive property of Client.

B. Consultant hereby assigns and agrees to assign all rights in the Work Product to Client.

 

 

8. Warranties and Representations

A. Consultant warrants that:

  • Services will be performed in a professional and workmanlike manner.

  • Work Product will not knowingly infringe any third-party intellectual property rights.

B. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

 

 

9. Indemnification

Consultant shall indemnify and hold harmless Client from any third-party claims arising from:

  • Consultant's gross negligence or willful misconduct

  • Breach of confidentiality

  • Infringement of third-party IP rights resulting from the Work Product

 

 

10. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

 

 

11. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles. Disputes shall be resolved through binding arbitration in Delaware under the rules of the American Arbitration Association.

 

 

12. Miscellaneous

  • Notices shall be sent to the addresses listed above or to other addresses designated in writing.

  • This Agreement may not be assigned without written consent, except in a merger or sale.

  • This Agreement contains the entire agreement and supersedes all prior understandings.

  • Modifications must be in writing and signed by both parties.