Consultant and Client are collectively referred to as the “Parties.”
PURPSOSE
Consultant will provide and Client will pay for consulting services relating to the college consulting services in accordance with the terms and conditions of this Agreement.
CONTRACT DATE
This Agreement is dated February 1, 2023 (“Effective Date”
SERVICES
Consultant agrees to provide hourly consulting services to Client’s student for the purposes of reviewing and editing college essays.
COMPENSATION
Client shall pay Consultant $250 per hour. Hourly fees are assessed based upon time tracked in 5-minute increments. Consultant doesn’t bill for email or text communication with parent and student. All essay editing and meeting time will be billed and tracked in 5-minute increments. Consultant acknowledges and agrees that payment as provided in this Section shall constitute full and final compensation for all Services and rights granted under this Agreement
TERM
This term of this Agreement shall begin on the Effective Date and shall continue until one hour is complete.
Force Majeure. Consultant shall not be liable for delay or failure in the performance of its obligations under this Agreement if such delay or failure is caused by conditions beyond its reasonable control, including but not limited to fire, flood, inclement weather, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, terrorism, civil commotion, or labor disputes.
NO GUARANTEE OF RESULTS
Client acknowledges and agrees that the Consultant cannot guarantee the results or effectiveness of any of the Services. Consultant agrees to conduct his or her operations and provide the Services in a professional manner in accordance with good industry practice and all federal, state, and local laws. Consultant will use its best efforts and does not promise of guaranteed results.
Any projections or predictions that Consultant may have made are based on estimates, assumptions and forecasts that may prove incorrect. No assurance is given that Client’s actual results will correspond with any projected results.
Client acknowledges that any results obtained by Consultant for other clients are not necessarily typical and are not a guarantee that Client will obtain the same of similar results by using Consultant’s services.
CONSULTANT’S WARRANTIES
Consultant hereby represents and warrants to the Company that no other party has exclusive rights to Consultant’s services and that entering this Agreement does not and will not (i) breach or conflict with any prior agreement to which Consultant is bound, (ii) compromise any right or trust relationship between Consultant and a third party or (iii) create a conflict of interest for Consultant or Client.
Consultant warrants that the Services shall be performed in a professional manner conforming to generally accepted industry standards and practices. Client agrees that Consultant’s sole and exclusive obligation with respect to the Services covered by this limited warranty shall be, at Consultant’s sole discretion, to correct the nonconformity or to refund any funds paid for the affected Services.
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
In performing the Services, Consultant may have access to sensitive or confidential information related to Client’s records (“Confidential Information”). Consultant agrees not to disclose or make use of any Confidential Information, directly or indirectly, except for the sole benefit of Client, as necessary to perform the Services, and in accordance with Client’s instructions. Consultant shall not directly or indirectly disclose or make use of any Confidential Information after the term of this Agreement for any reason. Consultant will use reasonable care in handling Client’s Confidential Information so that it does not enter the public domain.
Consultant may disclose Confidential Information to the extent that: (i) it becomes publicly available or known by no fault of Consultant; (ii) Client grants permission for such disclosure in writing; or (iii) Consultant obtains the information from a third party, without breach of any obligation to the Client; (iv) disclosure is required by any court or government agency: (v) Consultant reasonably believes that there is an imminent or likely risk of danger or harm to the Client or others.
In receiving the Services, Client will have the benefit of proprietary systems, strategies and techniques developed by Consultant (“Consultant’s Proprietary Information”). Client acknowledges that Consultant’s business relies on Consultant’s ability to provide such insights to various clients. Client agrees not to disclose Consultant’s Proprietary Information to any third party, directly or indirectly, during the term of this Agreement or after it ends.
Consultant and Client agree that any breach of the terms of this section will result in irreparable injury to the injured Party for which monetary damages on their own would be inadequate. As such, the Parties agree that the injured Party shall have the right to seek an immediate injunction enjoining any breach or threatened breach of this section, notwithstanding any other limitation of liability in this Agreement.
INDEMNIFICATION
Client, at Client’s expense, shall release, indemnify and hold Consultant and its directors, officers, shareholders, employees and agents, and the personal representatives and assigns of each, harmless from and against and all claims, suits, liability, cost and expenses, including without limitation, reasonable attorneys’ fees and expenses, in connection with any act or omission of Consultant in providing the Services and/or arising out of any Work Product, unless due to negligence of the Consultant.
LIMITATION OF LIABILITY
Except as expressly provided in this Agreement, Consultant makes no guarantees, representations or warranties of any kind or nature, express or implied with respect to the Services. In no event shall Consultant be liable to Client for any indirect, consequential, or special damages. Consultant’s entire liability for any breach of this Agreement, and Client’s sole remedy, shall be limited to the lesser of the total Contract Price or the amount actually paid by the Client to Consultant under this Agreement.
MISCELLANEOUS TERMS.
Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Michigan without giving effect to its principles of conflicts of law.
Assignment. Neither Party may assign, transfer, subcontract, or delegate any right or obligation under this Agreement without the prior written consent of the other party.
Section Headings. Section headings are inserted for convenience only and shall not be used in any way to construe the terms of this Agreement.
Entire Agreement. This Agreement sets forth and constitutes the entire agreement of the Parties. No previous statement, promise, inducement, understanding, or agreement made by either party that is not contained in this Agreement shall be binding or valid.
Amendments. This Agreement may be modified only by a written amendment signed by authorized representatives of both Parties.
