Welcome, and thank you for purchasing one of our programs through The Vertical CEO!
Please read the following information carefully as they detail out the terms and conditions of your agreement when finalizing your purchase.
The purpose of this Agreement is to set forth the details about how we will work together and to explain how our communication will take place, so that 1) we are clear about our respective roles, and 2) The Vertical CEO is able to assist you in the best way possible.
THIS CLIENT SERVICES/CONSULTING AGREEMENT (hereinafter “Agreement”) is made as of the Effective Date between The Vertical CEO (the “Company”) and you, (the “Client”), referred to individually as “party” or collectively as the “parties,” and shall continue through the Term as set forth below. Depending upon the nature of services as described in the Invoice that is referenced herein, the “Company” may be referred to as “Consultant” or as “Coach.” The terms set forth in this Agreement apply whether the Company is acting in the capacity of Consultant or Coach.
Terms
- Services and Scope
The Company agrees to provide the Client the services and/or deliverables that are listed in the Invoice submitted from the Company to the Client on (date), which is incorporated herein by reference.
Any additional work outside the scope of services listed in the above-referenced Invoice shall be detailed in a Statement of Work and signed by the Client and the Company. If any changes required after implementation of the Statement of Work and completion of said changes extend past the Project Term, additional monthly fees may apply.
- Rate of Payment for Services
In consideration of the services to be provided, the Client shall pay the Company the stated amounts in accordance with the schedule set forth in the above-referenced Invoice.
The Client agrees to make timely payment(s) as scheduled. If the Company does not receive a payment within 24 hours of the due date, the Company’s services will halt, and the Client’s access to any work product and/or services then-currently in progress may be removed.
- “Term” and “Project Term”
As used in this Agreement, “Term” and “Project Term” shall both mean when the scope of services or products listed in the aforementioned Invoice have been completed, as decided by the Company in consultation with the Client. Such determination shall be based upon the Company’s reasonable determination that the product is functional and/or the services or product build are final pursuant to industry standards. Upon such determination, the Company shall send written notice to the Client.
- Non-Employee Relationship, Payment and Reporting of Taxes
The parties acknowledge and agree that by providing the services under this Agreement, the Company is acting as an independent contractor and not as an employee. Nothing in this Agreement creates any employment relationship, partnership or joint venture.
The Client is not required to pay or contribute to any social security, state or federal taxes, unemployment compensation, worker’s compensation, insurance premium, profit-sharing, or pension for the benefit of the Company or the Company’s staff.
The Company will bear all of its own costs and expenses, is responsible for reporting and paying all social security, state and federal taxes related to payments received pursuant to the terms of this Agreement.
As of the Effective Date of this Agreement, neither the Company nor any of the Company’s staff is an employee of the Client, nor will any member of the Company’s staff become an employee of the Client for the duration of the Project Term nor any extension of the Project Term, whether pursuant to this Agreement or by a mutually agreed upon and signed Statement of Work.
- Confidential Information
For purposes of this Agreement, the term Confidential Information is defined as any and all information relating to the Client and/or the Client’s affiliates’ business that is disclosed to or received by the Company before, on or after the Effective Date of this Agreement. This includes information disclosed and received in any form or medium, including, but not limited to, visually, orally, in writing and electronically. Confidential Information may or may not be marked or otherwise identified as “confidential” or “proprietary” on summaries and notes prepared by the Consultant.
Confidential Information does not include information that (a) has become or is generally available to the public without breach or violation of this Agreement, (b) is information received by the Company from a third party without a written obligation setting forth any Company obligations pertaining to confidentiality, (c) is information developed by the Company without use of the Client’s Confidential Information by a third party and/or parties who were not privy to nor had prior knowledge of Confidential Information.
The Client agrees that during the Project Term and pursuant to the terms of this Agreement, certain Confidential Information may be requested by the Company. Withholding Confidential Information may interfere with the Company’s ability to provide a complete and final work product and as such, the Client agrees to share Confidential Information with the Company on an as-needed and mutually agreed upon basis. The Company shall exercise due diligence and reasonable care in maintaining the security and privacy of any and all Confidential Information. When the Company has fully performed all obligations pursuant to this Agreement, or at any time during the Project Term and upon the Client’s written request, the Company shall return or destroy (at the Client’s option) all Confidential Information in tangible or electronic form in the Company’s possession.
- Force Majeure
Unless otherwise provided in this Agreement, both parties are excused from a delay in performance under this Agreement caused by the act of any public enemy, war, war defense condition, act of God, the elements, strike, walkout, national emergency, pandemic or other causes beyond the Client's and the Company’s reasonable control. However, the parties must use reasonable diligence to avoid any such delay and to resume performance as promptly as reasonably possible after the delay.
- Intellectual Property Rights & Use of Work Product
Unless otherwise stated in writing and signed by both parties, the Company shall possess all copyright and patent rights (the “Intellectual Property”) with respect to all materials developed as of the Effective Date and for the duration of the Project Term of this Agreement and any Statements of Work. The Client further acknowledges and agrees that (i) the Company shall own in perpetuity all Intellectual Property, as defined in this Agreement; and (ii) that the Company shall have perpetual rights in the Intellectual Property, as set forth in this Agreement. The Company hereby grants to the Client a non-exclusive Licensing Agreement for the use of the Intellectual Property throughout the term of this Agreement. The Client may not use such Intellectual Property for resale or for any other purpose outside the scope of this Agreement, nor is the Client licensed to do so pursuant to the aforementioned Licensing Agreement.
- Disputes and Arbitration
The parties agree that any dispute, controversy, or claim arising out of or relating to this Agreement, including any claims for breach of contract and/or other claims relating to the provision of professional services, shall be settled first through mediation administered by a qualified mediator as agreed upon by the parties. If mediation is not successful, the dispute shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its applicable rules. By agreeing to submit this matter to binding arbitration, the parties understand that they are waiving their rights to a jury and any rights to appellate relief. Any judgment on the arbitration award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The arbitration proceeding shall be held in Kendall County, Texas.
- Liability & Disclaimer
The parties agree that the materials and services to be delivered or provided hereunder shall be performed by qualified personnel and, prior to completion of this Agreement, the final work product shall be approved by both parties as substantially complete. The Company makes no other warranties, whether written, oral or implied, including without limitation, warranty of fitness for purpose of merchantability. In no event shall Company be liable for special or consequential damages, either in contract or tort, whether or not the possibility of such damages has been disclosed to the Company in advance or could have been reasonably foreseen by the Company. To the extent that this limitation of damages is held unenforceable, the parties agree that by reason of the difficulty on foreseeing possible damages all liability to the Client shall be limited to the cost of services.
- Entire Agreement
Notwithstanding any Statements of Work mutually agreed upon and signed by both parties, this Agreement constitutes the entire agreement between the parties hereto and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral with respect to such subject matter. The Client acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein. Should any portion of this Agreement be found unenforceable, this will not negate the legality and enforceability of any other provision of this Agreement.
- Applicable Law
All matters arising out of this Agreement shall be interpreted under the laws of the State of Texas. under the laws of the State of Texas.
- Notices
For purposes of this Agreement, Notices include, but are not limited to, all notices, requests, consents, claims, demands, waivers and other communications hereunder. Notices must be in writing and addressed to the parties using the contact information listed below. Notices may be delivered by personal delivery, nationally recognized overnight courier, email, or certified mail with all applicable fees and postage pre-paid. Notices are considered effective upon either (i) written receipt by the receiving party or (ii) the sending party’s compliance with the requirements of this section.
- Indemnification
Excepting any settlements paid from any applicable insurance policy, and as permitted by applicable law, each party agrees to indemnify and hold harmless the other party and its respective affiliates, offices, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, that result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occur in connection with this Agreement. This indemnification shall survive any extension or termination of this Agreement.
- Non-Disparagement
The Client agrees that it will not at any time, directly or indirectly make, publish or communicate to any person or entity in any public forum any defamatory or disparaging remarks, comments or statement concerning the Company, its business or representatives.
- Termination
This Agreement may be terminated at any time by either party. Any request for termination must be submitted in writing and will terminate this Agreement 30 days from the date of the written request for termination. Upon termination of this Agreement, the Company will immediately stop any work product and/or services in progress relating to this Agreement. The Client is responsible for payment of any and all undisputed amounts due and owing to the Company as of the date of termination. Any raw materials, components, finished deliverables or work in progress at the time of termination shall be delivered to the Client upon the Company’s receipt of payment.
- Assignment
This Agreement constitutes the entire agreement between the Client and the Company and may not be modified or assigned by either party without the prior written consent of the other party. Except for the prohibition on assignment contained in the preceding sentence, this Agreement shall be binding upon and inure to the benefits of the heirs, successors and assigns of the parties hereto.
ACCEPTED AND AGREED BY: