Service Agreement
Consultation Services – Fees/Travel
The Client hereby contracts with the Consultant on an hourly basis to provide
- The Tekkno, Inc. services requested by The Client on Service Request Form
- Travel – if outside of Los Angeles County travel is $ 50/hour by car
- Air Travel – If air travel is required the Client will pay for all expenses including, airfare and hotel, etc.
Scope of Work
This agreement will end upon completion of work to the satisfaction of the Client. Either party may cancel this agreement at any time and for any reason. The client shall pay for billable hours and expenses incurred by the Consultant up until the time of cancellation.
Time Devoted by Consultant
The actual amount of time will vary depending upon the project complexities and upon the amount of consultant services requested by the Client. The consultant shall attempt to complete the project(s) expeditiously and will notify the Client periodically of progress and delay.
Payment Terms
The Consultant will be paid at the rate agreed on (currently $140/hr) for work performed in accordance with this agreement unless otherwise agreed in writing. The Client will be billed on site for services rendered unless otherwise agreed to in writing.
Default
“Default” shall mean [non-payment] according to the terms of Agreement] In the event of Default on the part of the Client, the Consultant may cease all further performance under this Agreement and shall not be liable for any losses or damage suffered by the Client as a result of the Consultants cessation of services. After such Default, The Consultant shall not be obligated to provide any additional Services unless mutually agreed to in writing between the Parties. In the event The Client believes the Consultant is in default or breach of this Agreement, the Client shall provide the Consultant with timely written notice of the default or breach and expressly identify the nature of the default or breach in that notice. Further, the Consultant shall have ten (10) days to cure (“Cure Period”) that default or breach, failing which this Agreement shall automatically terminate without any further obligation by one party to the other. Notwithstanding the above, the Consultant shall be entitled to full payment for all services and equipment provided to the Client as of the expiration of the Cure Period.
Warranties and Representations
The Consultant does not make and hereby disclaims, and the Client hereby waives, any representations or warranties, arising by law or otherwise, regarding the Services described in this Agreement, or any portion thereof, including, without limitation implied warranties or merchantability, fitness for a particular purpose, non-infringement, or arising from course of dealing, course of performance or usage in trade. Without limiting the foregoing, the Consultant specifically does not warrant the Services described herein (a) against failure of performance including, without limitation, any failure due to computer hardware or communications systems, or (b) any economic or other benefit that the Client might obtain through its participation in this Agreement. With respect to any Equipment supplied, only the manufacturers warranty, if any, shall apply to any repair or maintenance, unless expressly set forth to the contrary in this Agreement.
Release and Indemnification
The Client hereby releases and agrees to hold harmless, defend and indemnify the Consultant, from any and all claims, actions, proceedings, suits, liabilities, damages (actual, consequential, or incidental), settlements, penalties, fines, costs or expenses (including without limitation, reasonable attorney’s fees and other litigation expenses) of every kind, whether known or unknown, incurred by the Client arising out of this Agreement.
Limitation of Liability
In no event shall the Consultant be liable, in contract, warranty, or tort (including negligence whether active, passive or imputed), product liability, strict liability, or any other theory for any indirect, incidental, special, punitive or consequential damages arising out of the use or inability to use the Services or performance of any related services, even if the Consultant has been advised of the possibility of such damages. To the maximum extent permitted by applicable law, in no event shall the aggregate liability of the Consultant whether in contract, warranty, tort (including negligence whether active, passive or imputed), product liability, strict liability, or any other theory for any indirect incidental, special, punitive or consequential damages arising out of the sue or inability to use the Services or performance of any related services, exceed the amount the Client actually paid to the Consultant for the Services. The Client hereby releases the Consultant from any and all obligations, liabilities, and claim in excess of this limitation.
Independent Contractor
Both the Client and the Consultant agree that the Consultant will act as an independent contractor in the performance of duties under this contract. Accordingly, the Consultant shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the Consultant’s activities in accordance with this contract. Nothing contained in this Agreement is intended to constitute the Parties as partners or joint venturers in the legal sense. Neither party intends that a partnership, joint venture or similar relationship be formed by this Agreement or any performance hereunder. Neither Party shall have any express or implied right or authority to assume or create any obligations on behalf of, or in the name of, the other or to bind the other to any contract, agreement or undertaking with any third party.
Confidentiality
Each party agrees that the Confidential Information of the other Party will be held in confidence to the same extent and the same manner as each party protects its own Confidential Information, but each Party agrees that in no event will less than reasonable care be used. Each Party shall, however, be permitted to disclose relevant aspects of such Confidential Information to its officers or employees on a need-to-know basis, provided they have undertaken to protect the Confidential Information to the same extent as required under this Agreement. “Confidential Information” means each Party’s trade secrets, financial information, formulas, specifications, programs, instructions, technical know-how, methods of operation, testing benchmarks, any other information identified by a Party as Confidential Information, and any other information that should reasonably be understood to be confidential or proprietary. The confidential Information referred to in this Section shall not apply in the following cases: If it was already known to the other party, if it was disclosed-without obligation to keep the information confidential, if it was publicly known or became publicly known through no-fault of the receiving party, if it was independently developed by the receiving party without use of the other Party’ Confidential Information, or if it is required to be disclosed by a court of competent jurisdiction and in that case, the disclosing party shall be granted a reasonable opportunity to obtain a protective order. If recording of a session has taken place the Client agrees that the recording is for their personal use only and is not to be shared or sold.
Non-Compete (When Sub-Contracting)
For a period of two (2) years following termination of this Agreement, Consultant will not call on, solicit, or perform services directly or indirectly for, any of Client’s customers or potential customers Consultant may become aware of as a result of performing services under this Agreement. Further, Contractor shall not offer or encourage any of Client’s customers to alter or sever his/her relationship with Client. The parties hereby acknowledge and agree that the foregoing matters are important, material and confidential, and gravely affect the success of Client’s business and reputation, accordingly any breach of the terms of this Agreement is material. In the event that Consultant commits a breach, or threatens to commit a breach of any of the terms of this Agreement, Consultant hereby consents to the enforcement of such rights and remedies listed below. Remedies. (a) The rights and remedy to have provisions of this Agreement specifically enforced by any court having equity jurisdiction together with an accounting therefore, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to the Client and that money damages will not provide an adequate remedy to the Client; and (b) the right and remedy to require Consultant to account for and pay over to Client all compensation; monies, accruals, increments or other benefits (collectively ‘Benefits’) derived or received by Consultant as a result of any transactions constituting a breach of any of the provisions of this Agreement, and hereby agrees to account and pay over such Benefits to Client. The rights and remedies enumerated above, shall be independent of the other, and all rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Client under law or equity. Additionally, Consultant consents to the issuance of injunctive relief without the posting of a bond or other security.
Screen/Telephone Recording
You acknowledge, agree and consent that Tekkno, Inc. may monitor and record any conversations at any time, without additional further notice to the parties to such conversations. The decision to record any conversation shall be solely in Tekkno, Inc.’s discretion, and Tekkno, Inc. shall have no liability for failing to do so.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made regardless of the place of physical execution of the agreement within such state, without regard to its conflict of laws rules. The Client hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in California over any suite, action or proceeding arising out of or relating to this Agreement.
Entire Agreement
The terms set forth in this Agreement are intended by the Parties as a final, complete and exclusive expression of their agreement with respect to the Services contemplated by this Agreement and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement, or any consistent additional terms. There are no restriction, promises, representations, warranties, covenants, or undertakings, other than those expressly set forth or referred to herein. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.
Severability
Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect, and, if the subject term o provision is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.
Modifications
All modifications to this Agreement must be in writing and signed by all Parties.
Dispute Resolution
Except for any breach of this Agreement entitling either Party to injunctive relief, if any dispute occurs between the Parties arising out of or relating to this Agreement, or its execution or performance, it will be submitted to arbitration. The arbitration will be binding and conducted by one arbitrator in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. The arbitration will be held, and the award will be deemed made in Los Angeles, CA and may be entered in any court having jurisdiction.
Force Majure
The Consultant shall be excused from performance to the extent that performance is prevented, delayed, or obstructed by causes beyond the Consultant’s reasonable control, including delays in performance by the Client, acts of Nature (fire, storm, floods, earthquakes, etc.) civil disturbances, disruption of telecommunications, power or essential services.
Assignment
Neither of the parties may sell, transfer, assign or otherwise dispose of any of its rights or obligations under this Agreement to any person without the express written consent of the other party, except that the Consultant may, at its sole discretion, hire or sub-contract out portions or all of the Services to be provided hereunder.
Claim Limitation
The Client agrees, regardless of any statute or law to the contrary, that any claim or cause of action arising out of or relating to this Agreement must be filed within one (1) year after such claim of action arose or be forever barred.
Attorney’s Fees
If any Party brings an action arising out of this Agreement, the prevailing party shall be entitled to an award of reasonable attorney’s fees, and any court costs incurred in such action or proceeding, in addition to any other damages or relief awarded.
Consents and Waivers
The failure of any Party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same, unless the same is waived in writing. No waiver by a Party of any condition or any breach of any term, covenant, representation, or warranty contained in this Agreement shall be effective unless in writing, and no waiver of any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances.
August 2018