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
2. TERM
The services called for under this Agreement shall commence on “Effective Date” and will terminate one (1) 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.
The Professional Services and Consulting Services shall be available to be delivered to the client within (6) months after the initial Start Date. Wave Nine and the Client agree to extend the 6-month delivery timeframe by (3) months if any professional services and consulting services cannot be delivered by Wave Nine due to Wave Nine’s unavailability. Extending the timeframe has no effect on the number of services available. If any professional services and consulting services could not be delivered due to the Client’s unavailability, Wave Nine and the Client agree to consider these services as delivered and accepted.
3. CONSIDERATION AND PAYMENT
4. GENERAL CONDITIONS
5. WAVE NINE PROPRIETARY AND CONFIDENTIAL INFORMATION
6. ACCEPTANCE OF SERVICES
EXHIBIT "A"
COMPENSATION FOR SERVICES
1. FEES
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 (5) hours. Meals and/or other personal expenses will be reimbursed by Client.
2. INVOICING
Invoicing of total project sum:
- 100% of total project sum will be invoiced at “Effective Date”
EXHIBIT "B"
GENERAL CONDITIONS FOR CONSULTANT CONTRACTS
1. APPLICABLE LAW AND ARBITRATION
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 (1) person to serve on a Dispute Resolution Panel (the Panel). Panel shall meet for a minimum of six (6) hours total in at least two (2) dispute resolution sessions held within thirty (30) days of the appointment of the two (2) 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 (1) arbitrator in San Francisco, CA, in accordance with the Commercial Rules of the AAA.
