Consulting Services
THIS CONSULTING SERVICES LETTER (the "Agreement") is made effective as of (DATE), 2024 (the "Effective Date"), by and between: (1) Csimp LLC (hereinafter "Company"), located at [1395 SARATOGA AVE APT 38, SAN JOSE, CA 95129] and (2) Sample Client (hereinafter "Client"), located at [CLIENT ADDRESS] (collectively referred to herein as the "Parties", and individually as a "Party"). The Parties agree to the following terms of services.
1.Company shall provide the following services (collectively the "Services") to Client: [SERVICES DESCRIPTION]
2.Client will provide a dedicated single point of contact to optimize efforts. All milestones agreed to by the Parties hereunder are aspirational in nature and not material to the Agreement. The Parties shall work diligently to meet any and all such milestones, but failure to adhere to any such milestones shall not be considered a material breach of the terms of the Agreement. Client acknowledges that success in any engagement between Client and Company is predicated on the participation and availability of Client. Client is solely responsible for creating and implementing its own decisions, choices, actions and results arising out of or resulting from the relationship contemplated herein. As such, Client agrees that Company is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by Company.
3.The Services provided above shall begin as of [START DATE] (the "Commencement Date"), and shall continue until [END DATE OR "until the work is completed"] (the "Term Period"). Company and Client may extend the term of this Agreement upon the mutual written consent of the Parties hereto. The Parties agree that the terms of this Agreement, including the Services and compensation provided herein, may get amended if this Agreement is extended beyond the term of this Agreement. Company and Client will be required to renegotiate the terms for an extension within thirty (30) days of the Agreement's termination to avoid a disruption in service.
4.In consideration of the rendering of the Services by Company to Client, Client agrees to pay Company as follows: [PAYMENT RATE]. Expenses for travel costs, including, but not limited to, airfare, hotel, automobile, and meals and any other expenses as necessary to carry out the Services, and agreed to in advance by Client, will be billed at-cost to Client in addition to Company's services' fees. All amounts due to Company shall be paid within [X DAYS TO PAY] days of receiving the invoice, and shall be paid online or via the invoice's attached methods of payment. All payments made by Client to Company shall be non-refundable. Client shall pay interest on all late payments, calculated daily and compounded monthly at the lesser of the rate of [LATE FEE PERCENTAGE] per month or the highest rate permissible under applicable law. Client shall also reimburse Company for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees. Upon termination of Agreement, Client shall remain liable to Company for all amounts owing under this Agreement until all amounts due hereunder have been paid.
5.Company retains all ownership rights to any materials provided to Client during the term of this Agreement. The materials Client is provided by Company are for Client's use only and are being provided to Client with a single-user license. Client is not authorized to share, copy, distribute, or otherwise disseminate any materials received from Company electronically or otherwise without Company's prior written consent. All such intellectual property shall remain the sole property of Company, and no license to sell or distribute Company's materials is hereby granted or implied. Client agrees not to reproduce, duplicate, copy, sell, trade, resell and/or exploit for any commercial or personal purposes any materials provided by Company to Client without Company's prior written consent.
6.Client acknowledges that Client takes full responsibility for Client's decisions made before, during and after the services provided by Company. All information and the services provided to Client are made available to Client as business tools for Client's own use. Client accepts full responsibility for its choices, actions and results, and expressly assumes the risk of the services for Client's use, or non-use, of the information provided to Client. Client also acknowledges and understands that Client expressly assumes all of the risks related to the services provided by Company to Client, whether or not such risks were created or exacerbated by Company.
7.Notwithstanding anything to the contrary in this Agreement, Company makes no and disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose with respect to the Services to the extent permitted by applicable law. Company makes no representations or warranties as to the success of the
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services for any purpose or use. In no event shall Company be liable to Client or to any other person for any incidental, consequential or special damages arising from the services as herein contemplated. Past results are in no way a guarantee of results for any current client of Company. Client hereby disclaims that it is relying upon or has relied upon any representations or warranty not included in this Agreement that may have been made by any person, and acknowledges and agrees that Company disclaims any such other representations and warranties. Client freely and voluntarily assumes all risks involved with receiving the services described herein. Client further understands and acknowledges that desired or anticipated results may not be achieved, and Client takes full responsibility for Client's results and actions and decisions. COMPANY MAKES NO GUARANTEE, REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT CLIENT MAY ATTAIN THROUGH THE SERVICES AND CONSULTANT EXPLICITLY DISCLAIMS ANY WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, OF RESULTS.
1. Company is an independent contractor with respect to its relationship to Client. Neither Company nor Company's employees and/or contractors are or shall be deemed for any purpose to be employees of Client. Client shall not be responsible to Company, Company's employees and/or contractors, or any governing body for any payroll taxes related to the performance of the services. Company and Client both agree to hold and maintain the confidential information of the other Party in the strictest confidence. A party receiving confidential information from the other party shall not, without prior written approval of the disclosing party, share sales data, pricing, internal documents or permit the use by others for their benefit or to the detriment of the disclosing party.
2. Under no circumstances shall Company be liable to Client or any third party for indirect, incidental, consequential, special or exemplary damages (even if that Party has been advised of the possibility of such damages), arising from the services herein contemplated or any provision of this Agreement, such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, or liabilities to third-parties arising from any source. Company's maximum liability hereunder shall be limited to the total amount of fees paid by Client to Company hereunder (not including any monetary amounts transferred by Client to Company to be paid by Company to a third-party on behalf of Client).
Client releases and discharges Company and its affiliates, successors and assigns, officers, employees, representatives, partners, agents (collectively, the "Company Parties"), in their individual and/or corporate capacities, from any claims, liabilities, obligations, promises, agreements, disputes, demands, damages, cause of action, tax liability and/or financial liabilities of any kind relating to the services of Company rendered on behalf of Client and/or relating to any contracts entered into by Client with any third party entities and/or individuals with or without the advice of Company.
3. Client agrees to defend, indemnify, and hold harmless Company and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorneys' fees, costs and expenses resulting from Client's material breach of any duty, representation or warranty under this Agreement.
4. It is agreed that notwithstanding anything contained in this Agreement, Client acknowledges and agrees not to circumvent Company in regard to any transaction or business opportunity that is discussed with and/or disclosed by Company to Client, whether in writing or otherwise. Client further agrees not to share or disclose any information, either orally or in e-mail or document form to any third-party individual and/or entity regarding any transaction or business opportunity that is discussed in any manner with Company unless Company has given Client written authorization to do so.
5. The Parties agree that during the effective term of this Agreement and for a period of twenty-four (24) months after the termination of this Agreement, for whatever reason, neither Party shall, directly or indirectly, without written approval of the other Party, solicit or induce, or attempt to solicit or induce, any current employee and/or contractor of the other Party to alter, leave, or cease their relationship with the other Party for any reason whatsoever.
6. This Agreement is not assignable, in whole or in part, by either Party without the prior written consent of the other Party. Any attempt to make such an assignment shall be void.
7. In any legal action between the Parties concerning this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.
8. This Agreement shall continue for the duration of the Term Period, unless terminated pursuant to the express provisions of this Agreement. The Agreement shall automatically renew for subsequent terms of [RENEWAL TERM LENGTH] (each a
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"Renewal Term") unless either Party gives written notice of its intention to terminate the Agreement and the date of termination. Either Party may terminate this Agreement immediately upon notice for material breach of this Agreement. Upon termination, Client will remain obligated to pay for services rendered by Company through the effective date of termination. Any termination or expiration of this Agreement will also terminate or end the obligations of the Parties to each other under this Agreement. All invoices for work as of the date of termination must be paid with [X DAYS TO PAY] days of submission. Client shall pay an additional fee on all late payments, compounded monthly at the lesser of the rate of [LATE FEE PERCENTAGE] per month or the highest rate permissible under applicable law. Client shall also reimburse Company for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees.
1. This Agreement shall be construed in accordance with the laws of Florida in the United States of America, without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in Florida in the United States of America, and both Parties expressly consent to jurisdiction in such courts.
2. This Agreement supersedes all prior agreements and understandings between the Parties for performance of the services and constitutes the complete agreement and understanding between the Parties. The Parties may only amend this Agreement in a written document signed by both Parties. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Consulting Services Letter as of the date first written above.