Synchronium Consulting :: Consulting Agreement
This Agreement is by and between Synchronium Consulting,. ("Synchronium Consulting") sole proprietorship consulting firm and you the client ("Client"), and is made effective as of the date of electronic execution of this Agreement in the form of pre-payment for services.
By participating in this transaction, Client acknowledges that you have read, understand and agree to be bound by all the terms and conditions of this Agreement.
Services
Client agrees to retain Synchronium Consulting to perform consulting services that may include: application programming, program changes, graphics design, technical problem resolution, phone consultation, or other technical services requested by Client.
Payment Estimate.
Prior to submitting payment and executing this Agreement, Client is entitled to an estimate of the time and cost of the consulting work which Client has requested. Synchronium Consulting agrees that the amount of the estimate will not be exceeded unless additional work and cost have been authorized by Client.
Payment .Alternative
Client may opt to pre-purchase unspecified consulting services to be provided at a future date(s) by Synchronium Consulting, in which case Client shall be entitled to consulting services to be provided by Synchronium Consulting until the payment balance is exhausted.
Fees.
In consideration of services to be performed by Synchronium Consulting, Client agrees to pay Synchronium Consulting an hourly consulting fee of ___ Cdn.
Payments and Terms.
The consulting fee shall be prepaid prior to work being initiated by Synchronium Consulting, unless alternative terms are mutually agreed in writing. Unused payment balance shall be carried forward and applied to future services or refunded by Synchronium Consulting upon Client’s request.
Term and Termination
The agreement shall begin as of the date of submitting payment for services by Client. The agreement shall expire upon the work being completed by Synchronium Consulting and accepted by Client.
Confidentiality
Both parties recognize and agree that the terms of this Agreement and any information regarding each prospective agreement shall be held confidential by its respective parties, agents, employees and officers.
During the term of this Agreement, Synchronium Consulting may have access to proprietary and confidential information which are owned by Client and which are used in the operation of Client’s business (collectively "Confidential Information").
All Confidential Information disclosed to Synchronium Consulting by Client are and shall remain the sole and exclusive property and proprietary information of Client, and are disclosed in confidence by Client in reliance on Synchronium Consulting's agreement to maintain them in confidence and not to use or disclose them to any other person except in furtherance of Client's business.
Synchronium Consulting specifically agrees to not disclose or use in any manner, directly or indirectly, any such Confidential Information either during the term of this Agreement or at any time thereafter, except as required in the course of providing services pursuant to this Agreement.
Relationship between the Parties
Synchronium Consulting will serve as an independent contractor, and this Agreement will not be deemed to create a partnership, joint enterprise, or employment.
Warranties
Synchronium Consulting represents and warrants to Client that 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 shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws.
However, Client will not determine or exercise control as to general procedures or formats necessary to have these services meet Client's satisfaction.
Limitations on Warranty
Client must report any deficiencies in the services to Synchronium Consulting in writing, within 14 days of completion of the service in order to receive warranty remedies specified below.
The warranty herein is exclusive and in lieu of all other warranties, whether expressed or implied.
Exclusive Remedy
For any breach of the above warranty, Client's exclusive remedy, and Synchronium Consulting’s entire liability, shall be the re-performance of the services requested.
If Synchronium Consulting is unable to re-perform the Services as warranted, Client shall be entitled to recover the fees paid to Synchronium Consulting for the deficient services.
In no event shall Synchronium Consulting be liable for any consequential or incidental damages arising from any services provided hereunder, including but not limited to claims for lost profits or other economic damages.
Grant
Synchronium Consulting agrees that its work product produced in the performance of this Agreement shall remain the exclusive property of Client, and that it will not sell, transfer, publish, disclose or otherwise make the work product available to third parties without Client's prior written consent.
Any rights granted to Synchronium Consulting under this Agreement shall not affect Client's exclusive ownership of the work product.
Indemnity
Client agrees to release, defend, indemnify and hold harmless Synchronium Consulting and its contractors, agents, employees, offices, directors, shareholders and affiliates from and against any losses, damages or costs, including reasonable attorney's fees, resulting from any claim, action, proceeding suit or demand arising out of or related to Client's use of the products and services provided by Synchronium Consulting.
Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada.
Client agrees that any action relating to or arising out of this Agreement, shall be brought in the courts of Vancouver, British Columbia, Canada.
Entire Agreement
If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement.
The remaining terms and conditions of the Agreement will remain in full force and effect. Client agrees that this agreement constitutes the complete and only agreement between Client and Synchronium Consulting regarding the services contemplated herein.
