(hereinafter "CLIENT") and Greenfire Innovations, LLC (hereinafter “CONSULTANT.”)
WHEREAS, the CLIENT wishes to engage CONSULTANT to advise CLIENT on matters relating to the field of business strategy and operations (hereinafter "Field") under the following terms and conditions:
1. Consulting and Advisory Activities.
CONSULTANT's responsibilities shall include, without limitation, the following activities (hereinafter collectively referred to as "Services"): a) Coaching, training, and consulting for a period of 3 months including 3 sessions generally conducted 1 hour per session, 1 session per month, and b) Training materials and resources.
The Services may be performed via telephone and other forms of remote correspondence and may include meetings with personnel and other consultants at times and locations to be mutually agreed upon. In each instance, CONSULTANT shall perform the Services only upon CLIENT's request and after the scope of the Services has been approved by CLIENT. The CLIENT and CONSULTANT acknowledge and agree that such Service will not exceed an average of one hour per day and one day per week. CONSULTANT represents and warrants that at the time of execution of this Agreement, the terms of this Agreement are not inconsistent with any other contractual or legal obligations CONSULTANT may have or with the policies of any institution or other clients with which CONSULTANT is associated.
2. Performance of Services
The Services shall be executed throughout the term of this Agreement as a weekly session at the agreed upon day of week and time of day listed below:
The lump sum OR first installment payment is due upon execution of this Agreement. Additional installment payments are due on the first (1st) day of the month following the completion of the first coaching session and the first (1st) day of each subsequent month until all installments are paid. Payment of expenses shall be made within ten (10) days after CLIENT’s receipt of an invoice of services and/or expenses, along with the submission of appropriate vouchers and receipts as may be reasonably necessary to substantiate CONSULTANT's expenses. Any income taxes levied on payments to be made to CONSULTANT hereunder shall be exclusively borne by CONSULTANT. CONSULTANT shall not be paid vacation, holiday, or sick time during the term of Agreement.
4. Term and Termination.
This Agreement shall be effective upon the date set forth in the first paragraph of this Agreement and continue for 120 days. This Agreement may be extended by written agreement signed by the parties. Either party may terminate this Agreement with or without cause upon giving thirty (30) days prior written notice to the other party. Termination or expiration of this Agreement shall not affect any rights or obligations which have accrued prior thereto or in connection therewith. In the event the CLIENT initiates an early termination of the Agreement, CLIENT shall pay CONSULTANT liquidated damages in the amount equal to any unpaid balance due regardless of whether Services were performed or completed, and CLIENT is not entitled to a refund of any fees, paid or unpaid. In the event the CONSULTANT initiates an early termination of the Agreement, CLIENT shall pay CONSULTANT for the Services performed and expenses incurred through the date of termination, and CONSULTANT will refund any unearned fees on a prorated basis.
5. Confidential Information
a. CONSULTANT may disclose and/or distribute to CLIENT information and/or materials that is sensitive and/or proprietary in nature (all of such information and/or materials hereinafter being referred to as “CONSULTANT Information”). CLIENT agrees that the CONSULTANT Information is to remain confidential. CLIENT will for a period of ten (10) years from the date of disclosure hereunder (i) treat CONSULTANT Information as confidential; (ii) not use any CONSULTANT Information except as and to the extent permitted by the Services hereunder; and (iii) not disclose any CONSULTANT Information to any third party. b. With respect to any of the CLIENT’s technical or business information of a proprietary or confidential nature which is marked or otherwise identified in writing as confidential, which CONSULTANT may obtain from CLIENT in the performance of the Services hereunder or which is developed by CONSULTANT as a direct result of CONSULTANT's Services hereunder (all of such technical and business information being referred to hereinafter as "CLIENT Information"), it is understood that unless disclosure or use of CLIENT Information is specifically permitted by the CLIENT, CONSULTANT will for a period of ten (10) years from the date of disclosure hereunder (i) treat CLIENT Information as confidential; (ii) not use any CLIENT Information except as and to the extent necessary for the performance of the Services hereunder; and (iii) not disclose any CLIENT Information to any third party. c. Upon termination of this Agreement, CLIENT may request that CONSULTANT return or destroy all CLIENT Information. d. CONSULTANT’s obligations set forth in this Section 5 shall not apply with respect to any portion of the CLIENT Information that (i) was in the public domain at the time it was communicated to CONSULTANT under this Agreement; (ii) entered the public domain through no breach of this Agreement by CONSULTANT, subsequent to the time it was communicated to CONSULTANT under this Agreement; (iii) was in CONSULTANT’s possession, and, to the best of CONSULTANT’s knowledge, free of any obligation of confidence at the time it was communicated to CONSULTANT; (iv) was rightfully communicated to CONSULTANT free of any obligation of confidence subsequent to the time it was communicated to CONSULTANT under this Agreement; (v) was developed by CONSULTANT independently of and without reference to any information communicated to CONSULTANT under this Agreement; and (vi) is required to be disclosed in response to a valid order by a court or other governmental body, or as otherwise required by law. e. CLIENT’s obligations set forth in this Section 5 shall not apply with respect to any portion of the CONSULTANT Information that (i) was in the public domain at the time it was communicated to CLIENT under this Agreement; (ii) entered the public domain through no breach of this Agreement by CLIENT, subsequent to the time it was communicated to CLIENT under this Agreement; (iii) was in CLIENT’s possession, and, to the best of CLIENT’s knowledge, free of any obligation of confidence at the time it was communicated to CLIENT; (iv) was rightfully communicated to CLIENT free of any obligation of confidence subsequent to the time it was communicated to CLIENT under this Agreement; (v) was developed by CLIENT independently of and without reference to any information communicated to CLIENT under this Agreement; and (vi) is required to be disclosed in response to a valid order by a court or other governmental body, or as otherwise required by law.
CONSULTANT may publish, submit for publication, or use for marketing or promotions, any work directly arising out of the provision of the Services provided hereunder above, including but not limited to written records, video recordings, audio recordings, and testimonials, without prior written approval from CLIENT provided said publication does not violate Section 5. Nothing in this agreement shall be construed as prohibiting or otherwise limiting CONSULTANT's ability to publish, submit for publication, or otherwise disclose the results of CONSULTANT's activities during or at any time after the term of this Agreement, even if such activities mention the name of the CLIENT or its representatives, are related to the field or industry of the CLIENT, or are related to the Services provided, hereunder.
7. Services for Others
During the term of this Agreement, CONSULTANT retains the right to perform services for other clients. CONSULTANT warrants he will not claim to be an agent of the CLIENT while doing work for other clients.
During the term of this Agreement and for one (1) year after the termination thereof, CONSULTANT will not encourage or solicit, directly or indirectly, any employee of the CLIENT to leave the CLIENT for any reason.
9. No Waiver
The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.
Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth on the signature page below.
11. Limitation of Liability; Indemnification.
CONSULTANT shall not be liable to CLIENT for any loss incurred in the performance of his/her Services hereunder unless caused by CONSULTANT’s intentional misconduct. CLIENT agrees, at its sole defense, to indemnify and defend CONSULTANT from and against any damages, claims or suits by third parties against CONSULTANT arising from the performance of CONSULTANT’s Services hereunder unless caused by CONSULTANT’s intentional misconduct.
12. Independent Contractor.
CONSULTANT's status under this Agreement is that of an independent contractor. CONSULTANT shall not be deemed an employee, agent, partner or joint venturer of CLIENT for any purpose whatsoever, and CONSULTANT shall have no authority to bind or act on behalf of CLIENT. This Agreement shall not entitle CONSULTANT to participate in any benefit plan or program of CLIENT. CONSULTANT shall be responsible for, and agrees to comply with, obligations under federal and state tax laws for payment of income and, if applicable, self-employment tax.
Neither party may assign this Agreement or any interest herein, or delegate any of its duties hereunder, to any third party without the other party’s prior written consent. Any attempted assignment or delegation without such consent shall be null and void.
14. Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the respective heirs, representatives, successors and assigns of the parties.
15. Compliance with Laws and Regulations.
In the performance of the Services hereunder, CONSULTANT shall comply with all applicable federal, state and local laws, regulations and guidelines. CONSULTANT shall also comply with CLIENT's polices when on CLIENT premises.
16. Governing Law and Enforceability
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Indiana, without regard to its choice of law provisions. If one or more provisions of this Agreement are held to be unenforceable, such provision(s)shall be construed so as to eliminate the unenforceable portions from this Agreement, and the balance of the Agreement shall be interpreted as if such unenforceable portion were so excluded and shall be enforceable in accordance with its terms.
17. Entire Agreement.
This Agreement contains the entire understanding of the parties with respect to the matters herein contained and supersedes all previous agreements and undertakings with respect thereto. This agreement may be modified only by written agreement signed by the parties.