CONDITIONS to CONSULTING SERVICES ORDER
Services: CADsoft Consulting will provide qualified personnel to provide the Services described herein.
Payment: CADsoft Consulting will invoice fees, actual expenses and taxes, if any, monthly and at completion of the Services. Payment is due net 30 days from date of invoice. Amounts invoiced but not paid by Customer within thirty (30) days of the due date shall bear interest at the rate of 1.5% per month, 18% per annum (or the legal maximum), from the date payment was due until the date payment is made, without prejudice to any other rights, remedies or recourses which CADsoft Consulting may have under this agreement, at law or in equity.
Send payments to: CADsoft Consulting, Inc., 1295 W. Washington St, Suite 201, Tempe, AZ 85281
No Acceptance: Customer acknowledges and agrees that there are no deliverables and acceptance, formal or otherwise, which are a prerequisite to payment hereunder. In any event, acceptance will be deemed received upon completion of the Services. Payment by Customer to CADsoft Consulting shall not be withheld based on any acceptance conditions.
Facilities: Unless otherwise set forth in this Consulting Services Order, Customer shall provide work space and related facilities, as necessary, and access to all necessary Customer personnel and information required for CADsoft Consulting to perform work under this Consulting Services Order. Customer acknowledges that such access and facilities is essential to the provision of the work hereunder.
Confidentiality: Through their relationship, the parties may have access to certain proprietary information and materials of the other, including business plans, customers, technology, and products that are confidential and of substantial value which value would be impaired if such information were disclosed to a third party (“Confidential Information”). The parties agree that neither shall disclose any such Confidential Information of the other party to any third party and shall take every reasonable precaution to protect the Confidential Information.
NON-SOLICITATION. Purchaser agrees that for a period of one (1) year following Purchaser’s most recent purchase of software or services from Seller, Purchaser will not directly or indirectly in any capacity whatsoever, either as a member, partner, joint venture, consultant or otherwise, solicit, induce or attempt to influence any employee of Seller to terminate employment with Seller or to enter any employment or other business relationship with any other person (including Purchaser) or corporation. The parties agree that liquidated damages for breach of this non-solicitation covenant shall be fifty percent (50%) of the total first year compensation payable to Seller’s former employee.
Limitation of Liability: The maximum cumulative and aggregate liability of CADsoft Consulting for all claims arising under or related in any way to the services is limited to Customer’s direct damages and shall not exceed the total fees paid by the Customer to CADsoft Consulting under this Consulting Services Order. Further, in no event shall either party be liable for special, indirect, incidental, consequential, punitive, or exemplary damages or for loss of profits, revenues, contracts, customers, loss of data, business interruption, or failure to realize expected cost savings even if advised of the possibility of same or same were reasonably foreseeable. Customer acknowledges that the fees fairly reflect this allocation of risk.
Limited Warranty: CADSOFT CONSULTING WARRANTS THAT THE CADSOFT CONSULTING PERSONNEL WILL BE COMPETENT AND QUALIFIED TO PERFORM THE SERVICES ASSIGNED BY CUSTOMER AS AGREED AND SET FORTH IN THIS CONSULTING SERVICES ORDER. IN THE EVENT OF A BREACH OF THIS WARRANTY, CUSTOMER’S EXCLUSIVE REMEDY AND CADSOFT CONSULTING’ SOLE LIABILITY SHALL BE LIMITED TO CADSOFT CONSULTING’ OBLIGATION TO USE ITS REASONABLE EFFORTS TO REPLACE THE RELEVANT PERSONNEL. THIS IS A SERVICE AGREEMENT. ANY WORK PRODUCT OF ANY KIND, IN ANY FORM OR FORMAT, THAT MAY BE PROVIDED IN CONNECTION WITH THE SERVICES IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Ownership: Ownership of all systems, software, documentation, tools, utilities, methodologies, specifications, techniques and other materials, know how, and hardware owned or in the possession of prior to the effective date of this Consulting Services Order or developed by CADsoft Consulting hereunder and used in connection with the services, together with all intellectual property rights therein, shall remain with CADsoft Consulting whether or not they are specifically adapted by CADsoft Consulting for use in the services.
Independent Contractors: The relationship of the parties is that of independent contractors. Under no circumstances shall any employee of one party be deemed to be an employee of the other for any purpose. Neither party shall have the right to assume or create any obligation or responsibility on behalf of the other.
Termination: Either party may terminate this agreement prior to its expiration date, by providing five (5) days written notice to the other party. In the event of termination of this Consulting Services Order for any reason, Customer shall pay for all completed Services and work in process, based on the rates stated herein.
Entire Agreement: This Consulting Services Order contains the entire agreement between the parties. No other terms or conditions shall have any effect unless contained in a writing signed by authorized representatives of both parties. If Customer issues a purchase order (PO) in connection with the Services, Customer shall insert the PO number in the space provided above and attach the PO. It is expressly understood and agreed that any terms and conditions set forth in such PO shall have no force or effect. If there is no PO, Customer shall insert “N/A” in the space provided at the top of this Consulting Services Order for a PO number. A blank in this space shall be deemed to mean that there is no PO.
Governing Law: This Consulting Services Order shall be governed by and construed under the laws of the State of Arizona, without reference to choice of law principles. In the event of any litigation between the parties, such litigation shall be commenced and maintained exclusively in the United States District Court of Arizona or the courts of Maricopa County, Arizona. The parties expressly submit themselves to the exclusive jurisdiction of such courts.
Changes: Should Customer desire to modify or extend the work performed under this Consulting Services Order after it has been signed, the parties will develop and sign written change orders. Prior to Customer‘s issuance of change orders, CADsoft Consulting will provide a detailed description of work to be completed, fee and expense estimates, and duration. Customer will authorize the change order via a written notification prior to CADsoft Consulting initiating any work. Pricing and payment terms will be set forth in each change order.
Marketing: CADsoft Consulting shall have the right to use Client’s name and trademark in its advertising, Client lists and marketing materials, subject to Client’s approval.