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Terms

Last updated:  May 1, 2017

 

STANDARD TERMS AND CONDITIONS

 

Independent Contractor Status:  This Agreement does not form an employer-employee relationship between Client and Milo Group and Milo Group expressly assumes sole responsibility for the payment of all federal, state and local taxes, workers compensation charges and unemployment insurance payments that are required to be paid, if any, with respect to the compensation received by Milo Group under this Agreement.  The parties agree that Milo Group is providing Services only as an independent contractor and is not acting as Client’s agent, or in a fiduciary capacity.

 

Confidentiality:  All information obtained by Milo Group from Client shall be treated as, and is deemed, confidential and proprietary business information, if labeled or described as such, and shall not be disclosed to any other person, firm or entity except in furtherance of the Services provided herein, as allowed by the express, written consent of Client, or as compelled by a court of competent jurisdiction.  This obligation of confidentiality shall not apply to information (i) that is previously known, or available, to Milo Group on an unrestricted and non-confidential basis; (ii) that is, or becomes a part of the public domain; or (iii) that is learned by Milo Group from a third party who has obtained such information free of any obligation of confidentiality.

 

Ownership of Work Product:  Title to all tangible work product, designs, concepts, plans, slogans, trademarks, software, reports, processes, specifications, working papers and other materials created by Milo Group alone in connection with the Services (the “Work Product”) shall vest solely in Client; and Milo Group shall deliver the same, together with all supporting documentation, materials and files, promptly to Client upon the request of Client. All Work Product prepared by Milo Group and its employees under this Agreement is prepared as “works made for hire” as that term is defined in Section 101 of Title 17 of the United States Code, and all title, ownership and copyright privileges are and shall at all times be in Client.  If for any reason Client may be deemed not to have commissioned a “work made for hire” and its rights to copyright are hereby in doubt, Milo Group agrees that this Agreement shall constitute an irrevocable and total assignment to Client of all rights in the work prepared for Client.

 

No Guarantee:  Nothing in this Agreement and nothing in the parties’ communications with one another can be construed as, is intended to be, or may be relied upon as a warranty, guarantee or promise of the outcome or success of the Services to be provided to Client, and no such warranty, guarantee or promise is intended to be made or relied upon by the execution of this Agreement.

 

No Exclusivity:  This Agreement is non-exclusive. Milo Group agrees to devote such time to perform services under this Agreement as is necessary or appropriate. Client acknowledges that Milo Group will engage in other business activities during the term of this Agreement and may be employed or retained by others including, but not limited to, competing businesses or any other related and non-related businesses. Client agrees to waive any real or perceived conflict of interest that may exist or arise during the term of this Agreement or thereafter.

 

Indemnity:  In consideration of the Services provided, Client shall indemnify, defend and hold Milo Group harmless from any and all claims, damages, loss and liability relating to this Agreement, except for such claims, damages, losses or liability arising out of the bad faith conduct or gross negligence of Milo Group.  Client shall not cause its affiliates, and their respective officers, directors, shareholders and/or agents to initiate any action or proceeding against Milo Group, or any employee or owner of the same, in connection with this Agreement, unless such action or proceeding is based on the bad faith conduct or gross negligence of Milo Group.

 

Limitation of Liability. Except for any indemnification or payment obligations, each party’s liability under this Agreement, including any consequential damages or direct damages, will be limited to fifty thousand dollars ($50,000).  This is an essential basis of this bargain. Neither party will be liable for breach-of-contract damages that the breaching party could not reasonably have foreseen on entry into this Agreement.

 

Notices:  Any notice required or permitted to be made by this Agreement shall be written and delivered by mail to the addresses set forth in this Agreement or as both parties may agree.

 

Assignment:  Neither party may assign its rights, duties or obligations under this Agreement, in whole or in part, without the prior written consent of the other party with such consent not to be unreasonably withheld.

 

Compliance with Laws:  The parties hereto agree to comply with all applicable laws governing each party’s respective rights, duties and obligations under the terms of this Agreement.  This Agreement is made and entered into in the State of California, and will in all respects be interpreted under and governed by the laws of the State of California. The parties further agree that any action to enforce the terms of this Agreement shall be brought in a court of competent jurisdiction in San Francisco or Alameda County, and the prevailing party in any action to enforce the terms of this Agreement shall be entitled to its attorney’s fees and all related costs.

 

Execution by Counterparts:  This Agreement may be executed in counterparts and by facsimile or electronic signature as though it were a fully integrated and complete Agreement.

 

Authority to Execute:  The person executing this Agreement warrants that he or she has the legal authority and capacity to execute this Agreement as a binding contract on behalf of the party he or she represents.

 

Entire Agreement: This Agreement represents the entire agreement between the parties and supersedes any prior written or oral agreements of the parties.  This Agreement can only be modified by a properly executed written amendment to this Agreement.

 

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