Standard Terms and Conditions for Consulting

Ferrazzi Greenlight, Inc.
Standard Terms and Conditions for Consulting

The following Standard Terms and Conditions are part of your contract with Ferrazzi Greenlight (Ferrazzi, Greenlight, we, our, or us). These terms are in addition to the terms provided to you elsewhere. If any term of any sales proposal provided to you, or contract between you and Ferrazzi, or agreed schedule, exhibit, statement of work, or other contract-related document conflicts with a term stated here, then the term stated here will control except to the extent the conflicting document expressly states that it overrides these Standard Terms and Conditions.

1. Instructions. You are responsible for clearly instructing us as to exactly what you want us to do for you. This is the only way we can ensure that our staff understands your needs and can deliver high quality products and services. Your sales representative should provide you with a detailed, clear, and precise written Statement of Work. But if he or she does not, it is your responsibility to demand one or to write and deliver one to him before Ferrazzi begins work on your project. You accept responsibility for any ambiguity in the instructions that we follow in completing your work and for ensuring those instructions are written. You assume the risk of communication failure(s) arising in connection with any oral instructions.

2. Change Orders. If, after Ferrazzi begins work on your project, you decide you want the work done differently than as specified in the original Statement of Work, or change the assignment or project description in any way, you are responsible for ensuring revised written instructions as described above are provided. If we incur costs in following any revised instructions, whether through re-work, abandoned work, or additional work, you will pay a reasonable additional charge consistent with the new work and with the original contract pricing.

3. Payment and Right to Stop Work. Payment is due within ten days following our invoice date. You agree to pay our charges when due. If charges are not timely paid, we may, without notice, stop work. No failure by us to exercise our right to stop work shall waive or act as a continuing waiver of our right to do so. In no event shall we become obligated to extend credit except as agreed in writing, and we reserve the right to require payment in advance following any failure to timely pay. No failure to exercise any right under this agreement shall waive any other right, or any later exercise of the same right.

4. Late Charges. The price agreed by Ferrazzi for your work was agreed with the understanding that it would be paid within the time allowed under paragraph 3 above. Thereafter, beginning on the 10th day following the invoice date, a 1.5% per month price increase apples. The total amount due shall be compounded at that rate for each month or portion thereof during which it remains unpaid. Invoices must be objected to within 10 days of the statement date or they irrefutably shall be presumed accurately to describe the work that you wanted done, the work that we did, the fair value of that work, and the amount due for that work.

5. Attorneys Fees, Costs, and Expert Fees. In any dispute between you and Ferrazzi arising from your contract with Ferrazzi, the prevailing party shall be entitled to recover reasonable attorneys fees, reasonably incurred costs, and reasonably incurred expert fees, whether or not litigation ensues.

6. Waiver and Limitation of Liability. If at any time you discover that Ferrazzi’s services do not conform to your expectations, you will notify Ferrazzi in writing within a reasonable time not to exceed 10 days and you will state precisely the nature of your complaint. Any failure by you to provide such written notice shall waive all claims based in any part on such non-conformity, and no evidence of such non-conformity shall be admissible in any legal proceeding unless first offered by Ferrazzi. Ferrazzi’s liability for any failure of its work to perform as intended shall not exceed the reasonable cost of correcting the work. Ferrazzi shall be afforded the reasonable opportunity to make any needed correction.

7. Indemnity re Instructions. You and Ferrazzi each agree to defend, indemnify, and hold the other harmless from and against all claims, damages, expenses, lawsuits, attorneys fees, and costs incurred in following instructions given or acting reasonably upon information provided by the indemnifying party to the indemnified party in connection with this agreement.

8. Warranty of Authority and Authorization. The individual signing this or any accompanying agreement personally warrants that he or she has the authority to enter into this agreement with Ferrazzi and to bind the principal in whose behalf he or she signs, and that the principal has taken all legal actions necessary to make this contract binding on it.

9. License and Intellectual Property Limitations and Warranties. Nothing herein shall prevent your contemplated use of the information assembled, generated, or otherwise provided by Ferrazzi hereunder, for the contemplated purposes, or such use by your affiliates and/or successors. Notwithstanding the foregoing, any right to information, technology, copyrightable material, or other data or material that is created by Ferrazzi for you is a perpetual, worldwide, royalty free, use license, fully paid-up upon payment of all charges and expenses due for the services and deliverables, nontransferable, and exclusive as to the deliverables themselves, but non-exclusive as to the business concepts, ideals, and other intellectual capital of Ferrazzi that they reflect, contain, or reveal. You will use the information as reasonably contemplated by the purposes described in your contract with Ferrazzi. You will limit use, users, and access to that contemplated by the proposal and contract. You understand, acknowledge, and agree that Ferrazzi is in the business of providing consulting services and that it reuses concepts, ideas, and other information to that end. You represent and warrant that you do not intend to re-sell the information you obtain from Ferrazzi.

10. Confidentiality. You and Ferrazzi each agree to keep confidential all proprietary information and trade secrets obtained from each other during your business relationship. But no damages may be recovered for disclosure nor any injunction obtained if the disclosing party can demonstrate the disclosed information is available to the public without breach of this agreement, has been previously released by the owner to someone without a duty to maintain confidentiality, or has been independently developed before this agreement was reached. All confidential information shall be returned or destroyed promptly upon demand except to the extent it constitutes part of the deliverables due to you by Ferrazzi hereunder.

11. Other Warranties and Indemnities. You hereby represent and warrant that you have the right to use all intellectual property that you provide to Ferrazzi for integration into the agreed deliverables, products, and/or services, and all information you otherwise provide or procure and use in connection with Ferrazzi’s products or services (Your IP). You represent and warrant that the data uses described and contemplated by Ferrazzi’s proposal and/or Statement of Work do not exceed your rights with regard to Your IP. You hereby agree to defend, indemnify, and hold Ferrazzi harmless against all claims that you at any relevant time lacked permission to use Your IP in the manner used. In turn, Ferrazzi represents and warrants that it has the right to grant or deliver the licenses that it has agreed to provide to you. As to its services, Ferrazzi warrants that, and only that, its services and recommendations will meet or exceed industry standards. Ferrazzi further warrants that, and only that, its products (if any) will perform as represented (if represented) in its contract or statement of work (if any). Ferrazzi excludes and you waive any and all implied warranties.

12. Acceptance. You shall have 10 business days from delivery of the reports, advice, presentation, or other deliverables to review and/or test them and to ensure they meet the contract specifications. If you do not object to the form of the deliverables with that time limit, all objections thereby shall be waived and the deliverables shall be deemed accepted by you as conforming to contract specifications. Any objections shall be made clearly and in writing. If you do object, then Ferrazzi shall have a reasonable time, but not less than 30 days, to address whether your objections and are well taken and, if so, to cause the deliverables to comply with the contact specifications.

13. Representations and Warranties Re Enforceability. The parties each represent and warrant, each with respect to itself only, that they have full power and authority to make and perform this Agreement not limited or restricted by any other agreement; that the execution, delivery, and performance of this Agreement all have been duly authorized by any and all necessary legal action, and that this Agreement constitutes a legal, valid and binding obligation enforceable on its stated terms.

14. Notices. All notices shall be in writing and shall be validly given or made to another party if personally delivered by a well-known courier service or by fax.

15. Injunctive Relief. You recognize and agree that in the event of a material breach or threatened breach of your obligations under this Agreement, irreparable injury to Ferrazzi could result and money damages alone would not adequately compensate Ferrazzi, and therefore agree that, in addition to all other remedies available to Ferrazzi at law, in equity, by agreement or otherwise, Ferrazzi shall be entitled to specific performance or other injunctive or equitable relief for the enforcement of any such obligation without bond.

16. Miscellaneous Important Terms. This Agreement shall be construed reasonably and plainly, and not against any party to it. Headings are for convenience only. No party shall have the power to bind the other this agreement does not create a partnership or agency relationship of any kind. No waiver shall be effective unless written, create any continuing waiver or waiver of a subsequent breach, or waive any right not specified therein. This agreement shall be governed by California law. Jurisdiction and venue shall be proper in the State and Federal Courts located in the State of California and County of Los Angeles only. This Agreement may be modified only by a writing signed by all parties. Telecopied signatures shall have the effect of original signatures. This Agreement may be executed in counter-parts all together constituting one agreement. These Standard Terms and Conditions, together with your latest Statement of Work, and contract documents (if any), constitute a complete statement of the agreement between you and Ferrazzi with regard to these documents subject matter and supersede all prior representations, discussions, and agreements.


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