AGREEMENT FOR CONSULTING SERVICES
This AGREEMENT FOR CONSULTING SERVICES (“Agreement”) made as of the date of the last party has signed the Order Form or the Quote (“Effective Date”) by and between Wave Nine Inc. located at 490 43rd Street, Suite 90, Oakland, CA 94609, United States hereinafter referred to as “Wave Nine”, and You (“Client”), each a part and collectively the parties.
IN CONSIDERATION OF the promises and mutual covenants and agreement herein contained, the parties agree as follows:
1. SCOPE OF WORK
Subject to the terms and conditions hereinafter provided, Client engages Consultant for furnishing of services specifically described in Exhibit “A” entitled “Compensation For Services”. However, Consultant may be required to perform other services upon reasonable written notice.
The services called for under this Agreement shall commence on “Effective Date” ” and will terminate one year after the “Effective Date” on “Termination Date”. Either party may terminate this Agreement by giving thirty (30) days written notice in the period prior to the Termination Date.
This Agreement may be extended in writing as agreed by both parties. If the contract is extended, either party may terminate this Agreement by either party giving thirty (30) days written notice.
3. CONSIDERATION AND PAYMENT
As consideration for such services, Client agrees to pay Wave Nine in accordance with the provisions agreed to in in Exhibit “A” entitled “Compensation For Services”. Upon submission of a proper invoice, Client will make payment to Wave Nine within thirty (30) days after the presentation of the invoice.
4. GENERAL CONDITIONS
Wave Nine will complete the work in accordance with the General Conditions set forth in Exhibit “B” entitled “General Conditions for Consulting Contracts”, and is hereby incorporated by reference herein.
5. WAVE NINE PROPRIETARY AND CONFIDENTIAL INFORMATION
Wave Nine will provide the following Proprietary Technology and Materials for use in performing the Consulting Services including, but not limited to training and workshop materials, messages and instructions, and other product and program materials.
6. ACCEPTANCE OF SERVICES
Following the completion of the Order Form or the Quote, the Client shall check all work performed by the Consultant to determine any deviation from agreed specifications or Agreement terms. The Client agrees to give written notice to Wave Nine no later than ten (10) Working Days immediately following the completion of the Order Form or the Quote, about the particulars of any such deviation, in such detail as Wave Nine may reasonably request. In the absence of receipt by Wave Nine of such notification by the Client within the period specified above, it shall be deemed that Wave Nine has performed all required Services in accordance with the agreed specifications. If the Client notifies Wave Nine of any deviations, Wave Nine and Client will use their best efforts to negotiate and agree a remedy. The Client acknowledges that the delivery of the Services requires in part the attendance and engagement of Client employees, especially but not exclusively the delivery of workshops by Wave Nine. The Client acknowledges that cancellations or postponing of previously scheduled workshops or other enablement sessions, within 48h of their scheduled start time, may result in the workshop.
COMPENSATION FOR SERVICES
As consideration for the services to be performed by Consultant, Client agrees to pay the Consultant according to the provisions agreed to in the Order Form or the Quote.
The fees for the Services defined in the Order Form or the Quote exclude all travel expenses. Wave Nine will select economy class fares for all domestic flights less than 5 hours, and stay at a Client-recommended hotel. During COVID-19 all consultants will select business class fares and provided with the option of individual car rental to maximize social distancing. Wave Nine will select business class fares on any international flights or flights for which scheduled flight time exceeds five hours. Meals and/or other personal expenses will be reimbursed by Client.
Invoicing of total project sum:
- 100% of total project sum will be invoiced at “Effective Date
GENERAL CONDITIONS FOR CONSULTANT CONTRACTS
1. APPLICABLE LAW AND ARBITRATION
The following process shall be the exclusive and sole remedy and method to settle any controversy or claim arising out of or relating to this Agreement or the breach thereof:
A. Either party may notify the other party in writing of a dispute. Within fifteen (15) days of such notice, each party shall appoint one person to serve on a Dispute Resolution Panel (the Panel). Panel shall meet for a minimum of six hours total in at least two dispute resolution sessions held within thirty (30) days of the appointment of the two Panel members in the offices of Wave Nine. These meetings shall be held on the record before a court reporter qualified by a judicial court of the State of California provided, however, that the Panel might mutually agree to “off-the-record” discussions from time to time. If the dispute is not resolved at the end of the thirty-day dispute resolution period, the dispute may be submitted for resolution by the American Arbitration Association (AAA) in accordance with the procedures in paragraph 1.B hereof. The record of the Panel meetings shall be part of the arbitration evidence.
B. In the event, the parties cannot resolve the dispute in accordance with the dispute resolution procedure in paragraph 1 A. and the dispute is subsequently submitted to the AAA, Arbitration is to be held before one arbitrator in San Francisco, CA, in accordance with the Commercial Rules of the AAA.
Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The laws of the State of California will govern this Agreement.
This Agreement is for the professional services of Wave Nine and shall not be transferred or assigned by Wave Nine without prior written consent of Client.
3. CONFIDENTIAL MATTERS AND PROPRIETARY INFORMATION
Pursuant to the Mutual Non-Disclosure Agreement between the Client and Wave Nine, Consultant shall keep in strictest confidence all Trade Secret Information as defined under the laws of the State of California, which may be acquired in connection with or because of this Agreement unless such disclosure is made for accomplishing the Consultant’s Statement of Work. Prior to making such disclosure, Consultant will cause the party to whom such disclosure is made to execute a nondisclosure agreement. Upon completion or termination of this Agreement, Consultant shall return all records, data, Information, and any other documents provided by Client or generated as a result of the relationship between Client and Wave Nine as a result of Consultant’s work effort to accomplish the Statement of Work. Consultant acknowledges that, in the performance of the Statement of Work, consultant will have access to Client’s trade secrets and proprietary information and that disclosure of such trade secrets and proprietary information will result in damage to Client.
Following termination of this Agreement, Consultant specifically agrees not to provide any information regarding Client’s trade secrets to any third party for a period of three (3) years.
The client authorizes Wave Nine to use the Client’s name and logo and a brief summary of services rendered as a reference free of charge in electronic or printed form for internal and external marketing activities, e.g. in presentations, offerings, brochures, customer reports and on the internet. Client would also provide a testimonial summarizing their experience with Wave Nine at the conclusion of the assignment.
Any notice to Wave Nine is required to be given hereunder shall be given at the address set forth in this Agreement:
Philipp Schett, CEO
Wave Nine Inc.
490 43rd Street, Suite 90
Oakland, CA 94609
+1 415 316 3389
To the fullest extent of the law, Client shall indemnify, defend and hold harmless Wave Nine, its officers, employees, agents, representatives, consultants, and contractors from and against any and all loss, costs, penalties, fines, damages, claims, expenses (including attorney’s fees) or liabilities arising out of, resulting from, or in connection with the services contemplated by this Contract.
The invalidity or unenforceability of any provision of this Agreement shall not affect or impair any other provisions, which shall remain in full force and effect. If any portion of this Agreement is found invalid, the parties agree to enter into a full and General Release that is not invalid.
The headings contained in the Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all services undertaken by the Wave Nine for the Client.