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Project 100 - Terms and Conditions

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STATEMENT OF WORK & CONTRACT

SERVICES AND PAYMENT

Consultant agrees to undertake and complete the Services (as defined in Exhibit A) in accordance with and on the schedule specified in Scope of Service section(s). As the only consideration due Consultant regarding the subject matter of this Agreement, Company will pay Consultant in accordance with Scope of Service section(s).

Consultant may decline, or charge additionally for, work that Freelancer reasonably deems to be beyond this scope.

OWNERSHIP; RIGHTS; PROPRIETARY INFORMATION; CONFIDENTIALITY

Consultant hereby assigns to Client all right, title and interest in the work produced or developed under this agreement, including all patent, trade secret trademark rights, and copyrights. This assignment is conditioned on consultant being paid the full amount owed under this agreement.

Any information supplied by one party to the other marked as "Confidential" must be used only for the purposes of this agreement and must not be disclosed to other parties without the discloser's written consent. This does not apply to information that is publicly available or that the recipient already properly knew, developed or received independently. When the agreement terminates, Freelancer must return to Client any materials containing confidential information. Confidentiality obligations survive termination of this agreement.

INDEPENDENT CONTRACTOR RELATIONSHIP

Consultant is an independent contractor, not an employee of Client. Consultant is solely responsible for all taxes, withholdings, insurance, and any other obligations that may apply to an independent contractor.

WARRANTY

Consultant WARRANTS THAT NO OBLIGATION TO A THIRD PARTY PROHIBITS consultant FROM ENTERING INTO THIS AGREEMENT, AND THAT TO FREELANCER'S KNOWLEDGE, WORK PRODUCED UNDER THIS AGREEMENT WILL NOT VIOLATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY

LIMITATION OF LIABILITY

UNLESS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE LIABILITY OF EITHER PARTY TO THE OTHER FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO THE AMOUNT OF Consultant's TOTAL FEES UNDER THIS AGREEMENT.

TERMINATION

If either party materially breaches this agreement, the non-breaching party may terminate the agreement only by providing written notice of the breach to the breaching party. The breaching party shall have 5 days to cure the breach after receiving such notice. If the breaching party fails to cure the breach in that time, the agreement shall terminate except with respect to those obligations that are noted herein as surviving termination.

If the agreement terminates for any reason other than a material uncured breach by Freelancer, then Freelancer is immediately entitled to either:

• any unpaid fees prorated for the portion of the work completed at the time of termination
• liquidated damages in the amount of 100% of total quote which the parties agree represents fair compensation for the harm consultant would suffer from termination.

The above payment obligation, and any payment obligations pending at termination, shall survive termination.

8. MISCELLANEOUS

This agreement is between Consultant and neither is allowed to delegate, transfer or assign it to a third party without the written consent of the other.

This is the parties' entire agreement on this matter, superseding all previous negotiations or agreements. It can only be changed by mutual written consent.

The laws of the state of California govern this agreement and any disputes arising from it must be handled exclusively in courts in that state. The prevailing party in any dispute will be entitled to recover reasonable costs and attorneys' fees.

Signing a copy of this agreement, physical or electronic, will have the same effect as signing an original contract.

SERVICES & FEES SUMMARY:

Services:

Consultant will perform services for client as described in the proposal Scope of Service section. Final deliverable will be confirmed by final payment.

Term:

The term will begin on signed date and completed on delivery. If project is dormant for 45 days or more, we reserve the right to terminate the project or request reinitiation fee.

Fees:

A total fee will be finalized when contract is signed. Client will make payment according to budget agreement. Any deposit will be non-refundable after 7 days of payment.

If applicable, a recurring fee will be invoiced on a monthly basis for on-going services.

Expense reimbursement

Limited to required, reasonable telephone expenses, coach class (or equivalent) transportation, lodging and meals that have been authorized in writing by Company in advance; payable 30 days after receipt of itemized invoice.