The best work comes out of great relationships. Honesty, respect and gratitude are the keys to a great relationship and therefore we have an interest in treating each other with these values at all times. As much as legal documents are important, what truly binds us is our drive to do great work with great people and to develop a relationship of mutual respect and trust.
Compass has the experience and ability to do everything Compass agreed to for Client and will do it in a professional and timely manner. Compass will endeavor to meet every deadline that’s set and to meet the expectation for Services to the best of its abilities.
1. Payment Terms
1.1 Payment method on file. You authorize Us to keep payment details of the payment method of your choice on file (the “Payment Method”), using Sail. In the event that your current Payment Method expires, you will be expected to update your payment details in order to keep your account current.
1.2 Fee. You agree to pay Us the agreed upon fee (the “Fee”). You authorize Us to charge the Payment Method for the Fee, in the agreed upon installments. You agree installments are due on milestone delivery, not milestone approval.
1.3 Fee exclusions. The Fee does not include expenses such as those related to creative assets, licenses, or other materials for Our Work (“Expenses”). You agree to reimburse Us the cost of these Expenses, after approving such Expenses. You authorize us to charge the Payment Method for approved expenses. In addition, any services requested outside of our agreed-upon Scope of Work may result in additional charges or costs and we reserve the right to charge for any additional services at our then current market rates.
1.4 Retainer. If our project includes a retainer, you agree to pay Us the agreed upon fixed amount (the “Retainer”) each week, for the duration of the contract. You authorize Us to charge the Payment Method for the Retainer.
1. 5 Late Payment. You agree that if for any reason a Fee installment or Retainer payment (the “Late Payment”) is late, all project work stops until the Late Payment is completed in full. Interest will accrue on any overdue amounts at a rate of 1% per month. If we must take legal action collect our payment, you agree to reimburse us for all reasonable costs we incur. We specifically reserve the right to refuse to transfer the ownership of any deliverables in the event of non-payment and we shall retain ownership of any deliverables until full payment is made.
To the extent one party provides Confidential Information to the other, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not:
disclose Confidential Information to anyone except as necessary to perform the services hereunder; and
use the Confidential Information, except as necessary for the performance of Work for the relevant project (including, without limitation, the storage or transmission of Confidential Information on or through software used by the Compass Pro).
3. Indemnification and Limitation of Liability
As of the date hereof, each party shall indemnify, defend and hold harmless the other party and its affiliates and its and their officers, directors, shareholders, members, managers, employees and agents (collectively, the “Indemnified Parties”) from and against losses, liabilities, costs and expenses (including attorneys’ fees and costs) arising from any breach of any representation, warranty, covenant or agreement contained herein and/or in any document or agreement contemplated hereunder. In addition to the rights to indemnification as aforesaid, the Indemnified Parties shall have all of its rights and remedies under law and equity in connection with this Agreement and the transactions contemplated hereunder.
TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, COMPASS SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, COMPASS’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, COMPASS’S AGGREGATE LIABILITY UNDER THIS ATTACHMENT B AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY CLIENT TO THE COMPASS UNDER THIS AGREEMENT. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, COMPASS HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Compass agrees that during the period in which it is providing Services and for one year thereafter, Compass will not encourage or solicit any employee, vendor, client or contractor of Client to leave Client for any reason. Client agrees that during the period in which Compass provides Services and for one year thereafter, Client will not encourage or solicit any employee, vendor, client or contractor of Compass to leave Compass for any reason.
This section contains important promises between the parties.
5.2 Authority To Sign
Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
5.3 Compliance With Laws.
Both parties agreed to comply with all applicable U.S. and foreign laws and regulations.
5.4 Work Product Does Not Infringe.
Compass promises that its work product will not knowingly infringe on someone else’s intellectual property rights.
5.5 Client Will Review Work.
The Client promises to review the work product, to be reasonably available to Compass if Compass has questions regarding this project, and to provide timely feedback and decisions.
5.6 Client-Supplied Material Does Not Infringe.
If the Client provides Compass with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.
6. Term and Termination
This Contract is ongoing until the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 7.4. Compass must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay Compass for the work done up until when the Contract ends and will reimburse Compass for any non-cancellable expenses. The following sections survive the termination of this Agreement : 2 (Confidentiality); 3 (Indemnification and Limitation of Liability); 4 (Non-Solicit); 5 (Representations); and 7 (General).
Compass may delegate its obligations under this Contract to a third-party. . In contrast, the Client may not assign its rights and delegate its obligations under this Contract without Compass’s permission.
As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
7.3 Modification; Waiver.
To change anything in this Contract, the Client and Compass must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
The Client and Compass must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.
7.7 Governing Law.
The laws of the commonwealth of Pennsylvania govern the rights and obligations of the Client and Compass under this Contract, without regard to conflict of law principles of that state.
7.8 Entire Contract.
This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.
7.9 Force Majeure.
Neither party shall be liable or deemed to be in default for any delays due to causes beyond the reasonable control of the party such as war, civil disorders, shortages of raw material or energy or other conservation matters, acts of God, labor shortages or labor strikes or stoppages, or governmental action, (including regulatory restrictions or actions or regulatory agencies) provided that the affected party promptly notifies the other of the causes and its effects on the services to be performed hereunder.