CLIENT STATEMENT OF WORK SUMMARY – TERMS & CONDITIONS
Version 5.2021
1. Defined Terms. All capitalized terms not otherwise defined in these Terms shall have the meanings set forth in the Client Statement of Work Summary.
2. Introduction to Services. Client, also referred to herein as “you” or “your”, was provided a Client Statement of Work Summary, which together with these Terms & Conditions (“Terms”), (is collectively referred to herein as the “Agreement”) constitute the entire agreement with you for performing the work described in the Client Statement of Work Summary.
Succession Resource Group, Inc. (“SRG”) is in the business of, among other things, providing valuations, form contracts, contingency planning services, succession advisory, and consulting services. Client desires to engage SRG to perform the services described in the Client Statement of Work Summary (the “Services”), and SRG desires to perform such Services, in accordance with the terms set forth in the Agreement.
3. Engagement. Services shall commence following the execution of the Client Statement of Work Summary and receipt of payment as indicated on the Client Statement of Work Summary and provided herein.
4. Term. The term of this Agreement shall commence as of the Contract Start Date, as defined in the Client Statement of Work Summary, and continue until the sooner of:
4.1. The services have been delivered to you by SRG; or
4.2. One year following the Contract Start Date.
Promptly upon termination for any reason, Client shall pay SRG all amounts owed hereunder for Services provided up to such termination.
5. Payment. Payment from Client is due upon receipt of SRG’s invoice. If SRG does not receive payment of any invoice within 30 days, SRG reserves the right to cease work on the matter. All amounts remaining unpaid for more than 30 days after our invoice is received will accrue a late charge at the rate of one percent (1%) per month on the accrued balance. SRG may also apply a late fee. All SRG fees are non-refundable.
6. Auto-Billing. When Client provides credit card information to SRG, Client authorizes SRG to automatically bill the credit card(s) of the parties listed as Client, on a monthly basis, in the event that SRG’s Services exceed the allocated time described in the Scope of Services. All SRG fees are non-refundable.
7. Installment Payments. Some Services, as indicated on the Client Statement of Work Summary are paid in installments. In the event SRG allows for the Services to be paid in installments, Client is obligated to pay the total fee as provided in the Client Statement of Work Summary. No portion of the installment payments will be refunded or released from obligation, and the fact that the fee may be paid in installments does not constitute a fractional contract.
8. Request for Additional Services. In the event Client requests services beyond those outlined in this Agreement, including but not limited to, data collection, increased complexity in the scope of work, increased parties participating, or other changes relating to the Services SRG is providing, SRG will communicate any related change to you in writing under a separate Client Statement of Work Summary. The costs for such additional services shall be mutually agreed upon by Client and SRG. Additional services will commence upon a signed Client Statement of Work Summary and payment.
9. Third-Party Disputes. In the event SRG is required to respond to a subpoena, court order, or compelled to provide information, advice, or testimony in a matter between Client and a third-party, Client agrees to pay for SRG’s time based on SRG’s then current hourly rates at the time the services are performed. Client also agrees to reimburse SRG for all out-of-pocket expenses incurred in that regard, including, but not limited to, legal fees, travel, printing, and postage.
Professional Level
Hourly Rate
Project Manager
$450
Senior Project Coordinator
$300
Project Coordinator / Analyst
$250
Associate
$200
10. Attorney’s Fees. If any disputes arise among Client and SRG, the parties agree first to try in good faith to settle such dispute by mediation administered by the Arbitration Service of Portland, Inc. before resorting to litigation. Costs of any mediation proceeding shall be shared equally by all parties. If any arbitration, action, suit, or proceeding is instituted to interpret, enforce, or rescind this Agreement, or otherwise in connection with the subject matter of this Agreement, including but not limited to any proceeding brought under the United States Bankruptcy Code, SRG shall be entitled to recover with respect to the claim, in addition to any other relief awarded, reasonable attorney’s fees and other fees, costs, and expenses of every kind incurred in connection with the arbitration, action, suit, or proceeding, any appeal or petition for review, the collection of any award, or the enforcement of any order, as determined by the arbitrator or court. Such arbitration shall be final and binding.
11. Commitment and Duty to Cooperate. Client and SRG commit at all times to cooperate fully with each other in a timely manner and in accordance with professional standards and proceed on the basis of trust and good faith to permit each party to realize the benefits afforded under this Agreement. Client acknowledges that SRG’s services under this Agreement are dependent on Client’s full cooperation.
12. No Fiduciary Duty. SRG does not have decision-making authority or a fiduciary capacity in the work we perform. SRG requires your cooperation to complete the services under this Agreement.
13. Data. Client agrees to allow SRG to use Client information for purposes of qualitative analysis and publication of such statistics in aggregate format, unless otherwise agreed to in writing in the Client Statement of Work Summary.
14. Copyright. Client agrees that all work performed by SRG, including but not limited to the methods, written work, contracts, templates, and models created by SRG for this project shall remain the property of SRG and are produced for Client’s individual use only, or any other use as identified in the Client Statement of Work Summary. The work should remain confidential by Client and Client’s employees, partners, shareholders and/or members and shall not be distributed, republished, or shared in any form or manner unless agreed in writing by all parties to this Agreement.
15. Termination. Without limiting any right or remedies under this Agreement or at law, either party may terminate this Agreement (a) immediately if a party becomes insolvent or becomes the subject of a bankruptcy petition or a receiver or trustee is appointed for the majority of its assets; (b) if the other party breaches this Agreement and fails to cure within fifteen (15) days receipt of written notice of such breach; or (c) for any or no reason upon thirty (30) days prior written notice to the other party.
16. Record Retention. Client recognizes that SRG may use one or more third-party applications (including internet-based application providers) to provide our Services to you. Client understands the Services being provided and agrees that SRG is not liable for record retention or any other aspect of the Services provided by these third parties, even if we absorb the cost (in part or in full) of a third-party service. Client assumes responsibility to maintain hard copies of all original documents and retention of digital copies. It is SRG’s policy to keep your documents and SRG files electronically for at least one year. At the end of one-year, electronic files may be erased.
17. Email Communication. Client recognizes that emails and documents, including questionnaires, contracts, models, templates, and other work product may be transmitted among Client, SRG and others in electronic media as an alternative to paper hard copies (collectively “Electronic Data”). Client understands that we cannot guarantee or warrant that emails from SRG will be properly delivered and read only by the addressee. SRG disclaims and waives any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by SRG in connection with the Services, except for intentional misconduct by SRG employees. In that regard, Client agrees that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect or special damages, such as disclosure of communication of confidential or proprietary information.
18. Electronic Data
a. Client and SRG shall agree upon the software and the format for the transmission of electronic data. Each party shall be responsible for securing the legal rights to access the agreed-upon format, including, if necessary, obtaining appropriately licensed copies of the applicable software or electronic program to display, interpret and/or generate the electronic data.
b. Neither party makes any representations or warranties to the other with respect to the functionality of the software or computer program associated with the electronic transmission of Services. Unless specifically set forth in the Agreement, ownership of the electronic data does not include ownership of the software or computer program with which it is associated, transmitted, generated or interpreted.
c. By transmitting Services in electronic form, the transmitting party does not transfer or assign its rights in the Services. The rights in the electronic data remain the property of SRG. Under no circumstances shall the transfer of ownership of electronic data be deemed to be a sale by the transmitting party of tangible or intangible goods.
d. The parties acknowledge that electronic data may be altered or corrupted, intentionally or otherwise, due to occurrences beyond their reasonable control or knowledge, including but not limited to compatibility issues with user software, manipulation by the recipient, errors in transcription or transmission, machine error, environmental factors, and operator error. Consequently, Client and SRG understand that there is some level of increased risk in the use of electronic data for the communication and, in consideration of this, agree, and shall require their employees, independent contractors, and subcontractors to agree, to the following protocols, terms and conditions set forth in this Agreement.
e. Electronic data will be transmitted in the format used by SRG, including file conventions and document properties, unless prior arrangements are made in advance in writing.
f. Electronic data represents the information at a particular point in time and is subject to change. Therefore, Client and SRG shall agree upon protocols for notification by the author to the recipient of any changes which may thereafter be made to the electronic data, which protocol shall also address the duty, if any, to update such information if such information changes prior to final completion.
g. The transmitting party specifically disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with respect to the media transmitting the electronic data. However, transmission of the electronic data via electronic means shall not invalidate or negate any duties pursuant to the applicable standard of care with respect to the creation of the electronic data, unless such data is materially changed or altered after it is transmitted to the receiving party, and the transmitting party did not participate in such change or alteration.
19. Independent Contractor; Not a Law Firm. It is understood and agreed, and it is the intention of the parties hereto, that SRG is an independent contractor, and not the employee, agent, joint venturer, or partner of Client for any purpose whatsoever. Client acknowledges that (a) SRG is not a law firm or CPA firm and is not licensed to provide legal services or give tax advice, and (b) SRG will not provide legal or tax services to Client, it being acknowledged that Client has been instructed to, and intends to, consult with and rely on its legal and tax advisors with respect to contracts and other legal matters and all tax strategies or tax related matters.
20. Confidential Information. Confidential Information means any information about Client that SRG receives or otherwise gains knowledge of in connection with its engagement by Client that is marked as confidential or that otherwise by its nature should be considered confidential. SRG may use Confidential Information only to the extent necessary to perform the Services. With the exception of the foregoing, either during or after its work with Client, SRG will not, directly or indirectly disclose, or otherwise communicate to any third party, any Confidential Information. These restrictions on use and disclosure shall not apply to information which: (a) is required by court order; (b) was independently developed by SRG without the use of Confidential Information; (c) was known by SRG prior to receipt from Client; or (d) is or becomes known publicly through no fault of SRG.
SRG acknowledges that it will be impossible to measure in money the damages to Client with respect to a breach of Confidential Information, and that every restriction and obligation set forth therein is material, and that in the event of any such breach, Client will not have an adequate remedy at law or in damages. Therefore, in addition to any other remedy available at law, in equity or under this Agreement, SRG consents to the issuance of an injunction or the enforcement of other equitable remedies against it, without bond or other security, to compel compliance with the terms of Confidential Information and waives any defenses to an equitable remedy, including without limitation the defenses of failure of consideration, breach of any other provision of this Agreement, and availability of relief in damages. SRG shall indemnify, defend and hold Client harmless from all suits, claims, damages and liabilities whatsoever arising out of SRG’s breach of Confidential Information.
21. Limitation of Liability. THE LIABILITY OF SRG AND ITS CLIENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PORTION OF THE FEE THAT HAS BEEN PAID TO SRG. IN NO EVENT WILL THE LIABILITY OF SRGAND ITS CLIENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES (ON AN AGGREGATE BASIS) EXCEED THIS AMOUNT. SRG AND ITS CLIENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTS DAMAGES UNDER ANY CIRCUMSTANCES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
22. Indemnification. Client agrees to indemnify, defend and hold SRG harmless from any and all claims, demands, costs, losses, expenses, obligations, liabilities, actions, suits, and damages that may be suffered by or asserted against SRG as a result of, in connection with, or in any way related to this Agreement and SRG’s Services.
23. General Provisions. This Agreement may only be amended with the prior written consent of both parties. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by either party without the prior written consent of the other party; provided, however, that SRG may freely assign this Agreement to any affiliate or successor by merger, acquisition, or reorganization.
24. Assignment. This Agreement shall not be assigned in whole or in part by Client without prior written consent of SRG. Any attempted assignment without the required consent shall be null and void.
25. Severability. If any provision or any part of a provision of this Agreement shall be finally determined to be superseded, invalid, illegal, or otherwise unenforceable pursuant to applicable laws by any authority having jurisdiction, such determination shall not impair or otherwise affect the validity, legality, or enforceability of the remaining provisions or parts of the provision of this Agreement, which shall remain in full force and effect as if the unenforceable provision or part was deleted.
26. Governing Law. This Agreement shall be governed by and construed in strict accordance with the laws of the State of Oregon. The parties hereby consent to the jurisdiction of the courts of the State of Oregon. Venue for any lawsuit shall lie exclusively in the state and federal courts of Washington County, Oregon. Notices allowed or required under this Agreement must be made in writing and must be delivered either (a) in person or (b) by overnight courier or by registered or certified mail to the recipient’s address set forth in the Client Statement of Work Summary. Notices will be deemed given upon delivery. Either party may change the address to which notices are to be delivered by giving written notice of address change to the other party.
27. Entire Agreement. This Agreement forms the entire agreement between Client and SRG. No oral representations or other agreements have been made by the parties except as specifically stated in this Agreement.
