Terms & Conditions

1- CONFIDENTIALITY

1.1. CLIENT Confidential Information. During the Term, the AGENCY may have access to or receive certain information about the CLIENT that the CLIENT designates as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by the AGENCY (“Client Confidential Information”). Confidential Information includes information relating to the CLIENT or its current or proposed business, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. The AGENCY will treat the Client Confidential Information as confidential and will not disclose it to any third party or use it for any purpose but to fulfill its obligations in this agreement. In addition, the AGENCY shall use due care and diligence to prevent the unauthorized use or disclosure of such information.

1.2. AGENCY Confidential Information. Pursuant to this Agreement, AGENCY may disclose to CLIENT or CLIENT may obtain access to information or material (in whatever form maintained, whether documentary, computerized, electronic, oral or otherwise) concerning or related to AGENCY’s tools, methodologies, algorithms and/or processes, which is identified as “Confidential” or “Proprietary” in writing by AGENCY (“AGENCY Confidential Information”). “CLIENT Confidential Information” and “AGENCY Confidential Information” may be referred to collectively or individually herein as the “Confidential Information.”

1.3. Non-Use and Non-Disclosure. For purposes of this AGREEMENT, the term “Receiving Party” means a party that has received, accessed, developed, or created Confidential Information of the other party (“Disclosing Party”). Except as permitted in this AGREEMENT, a Receiving Party shall not use the Confidential Information of the Disclosing Party except for the purpose of performing its obligations under this AGREEMENT or exercising the rights granted in this AGREEMENT (the “Purpose”). A Receiving Party shall protect all Confidential Information of the Disclosing Party from disclosure and unauthorized use in the same manner that it protects its own proprietary and confidential information of like nature, but in no event shall such standard of care be less than reasonable care. A Receiving Party may disclose Confidential Information of the Disclosing Party only to those of its employees, subcontractors, contractors, directors, advisors, auditors, attorneys and consultants (collectively “Representatives”) who require such information for the Purpose and who are subject to confidentiality obligations at least as protective as those set forth herein. Except as expressly authorized hereunder, a Receiving Party shall not copy the Confidential Information of the Disclosing Party without the Disclosing Party’s prior written consent. A Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of such Disclosing Party’s Confidential Information. In the event that the Disclosing Party’s Confidential Information is required to be disclosed by the Receiving Party pursuant to law, regulation or valid court order, the Receiving Party shall be permitted to make such disclosure; provided, however, that (i) it shall promptly notify the Disclosing Party of that fact in writing to permit the Disclosing Party the reasonable opportunity to appear in any judicial proceeding involved or otherwise act to preserve its rights, and (ii) such disclosure is not greater than what was required to be compliant with such law, regulation or order. The foregoing obligations in this Section 3 shall not apply to information which (a) is already in the public domain at the time of disclosure or later becomes available to the public through no breach of this Agreement by the Receiving Party or its Representatives, (b) is already lawfully in the Receiving Party’s possession at the time of disclosure, without an obligation of confidentiality, as evidenced by the Receiving Party’s business records, (c) is received independently by the Receiving Party from a third party who was free to lawfully disclose such information to the Receiving Party, or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s business records. Each party further agrees not to disclose the terms of this Agreement to any third party except to the extent that disclosure is necessary to a party’s directors, advisors, auditors, and attorneys.

2- TERMINATION OF AGREEMENT

  1. 1. Termination for Convenience. CLIENT may not terminate any agreement within the agreed upon terms. Once the relationship shifts to a month-to-month agreement upon the conclusion of the agreed upon initial terms, the CLIENT may cancel month-to-month agreement and/or any Statement of Work, Proposal or Quote for convenience upon thirty (30) days written notice to AGENCY.  Upon termination under this clause, CLIENT shall be obligated to pay for all contracted monthly services rendered and due at the time of notice and the contracted amount of monthly services through the termination period, regardless of whether the CLIENT requests the AGENCY to perform the services. Upon receipt of such notice AGENCY shall immediately stop work under any fixed fee Statement of Work, Proposal or Quote unless otherwise directed by CLIENT in writing to continue such work. Unless otherwise specified in a Statement of Work, Proposal or Quote, in the event of termination of a fixed fee project, the parties shall mutually agree on what portion of the Services were actually completed by AGENCY as of the date of termination, and the fees owed by CLIENT shall be equal to that portion of the fixed fee.  Any amounts prepaid by the CLIENT for fixed fee projects are not refundable in the event of cancelation.

2.2. Termination for Cause. If either party materially breaches this AGREEMENT or any subsequent Statements of Work, Proposals, Quotes or Amendments and fails to cure such breach within ten (10) days after receiving notice of such breach from the other party, the non-breaching party may terminate the relevant AGREEMENT by providing written notice thereof. If either party materially breaches this AGREEMENT and fails to cure such breach within ten (10) days after receiving notice of such breach from the other party, the non-breaching party may terminate this AGREEMENT by providing written notice thereof, and if CLIENT is the non-breaching party, CLIENT may also terminate any and all Statements of Work, Quotes or Proposals hereunder. Notwithstanding the foregoing, the cure period for any breach relating to the failure to pay any monetary amounts owed hereunder shall be thirty (30) days.

2.3. Effects of Termination. The termination or expiration of one Statement of Work, Quote or Proposal shall not affect this AGREEMENT or any other Statement of Work, Quote or Proposal. In the event this AGREEMENT is terminated or expires and a Statement of Work, Quote or Proposal hereunder is still in effect and not terminated or expired, the provisions of this AGREEMENT shall govern such Statement of Work, Quote or Proposal until its termination or expiration.

2.4. Return of Property. Upon the termination or expiration of this AGREEMENT or upon the request of CLIENT, AGENCY agrees to end all further use of, to immediately return to CLIENT the original version of, and to delete or destroy all copies of (and upon request from CLIENT, provide a written certification to CLIENT of such deletion or destruction), any and all Client Confidential Information, Deliverables (whether completed or work-in progress), documents, data, tools, computer programs, equipment, and log-in credentials furnished by CLIENT or created or prepared by AGENCY pursuant hereto. 

2.5. Survival. The terms and conditions of this AGREEMENT that would, by their nature, survive the expiration or termination hereof, shall so survive the expiration or termination of this AGREEMENT for any reason.