RAYNE IX, LLC Consulting Services Agreement
This Services Agreement (this “Agreement”) is entered into between RAYNE IX LLC, a Wisconsin limited liability company (“RAYNE IX”) and the Customer named herein (“Customer”).
RAYNE IX agrees to provide coaching and consulting services to Customer.
- Intellectual Property
All content created for Customer by RAYNE IX or by RAYNE IX and Customer shall be considered work for hire and shall be the sole and exclusive property of Customer. Notwithstanding the above, all processes, frameworks, and templates created by RAYNE IX in the course of providing services to Customer shall be and remain the sole and exclusive property of RAYNE IX. Customer is responsible for ensuring that any intellectual property provided to RAYNE IX as part of performance of the Services does not infringe upon the intellectual property rights of any third parties.
- Customer Responsibilities.
Customer agrees to perform all tasks assigned to Customer as set forth in this Agreement or as RAYNE IX may otherwise reasonably request and to provide all reasonable assistance and cooperation to RAYNE IX. Unless agreed otherwise, Customer agrees to fulfill RAYNE IX’s requests within forty eight (48) hours from such request. Customer is responsible for the determination of whether and how Customer would like to use the information and advice provided by RAYNE IX. Customer shall be responsible for the execution of any advice provided by RAYNE IX should Customer choose to execute such advice.
- Scheduling and Meetings.
Meetings shall be scheduled via electronic mail. Either party may cancel the meeting within twenty four (24) hours’ notice.
- Fees, Billing and Payment
For the services to be provided, Customer shall pay RAYNE IX as stated herein. All payments are due upon receipt of the invoice. Any amount not paid within fifteen (15) days of the invoice due date shall be subject to an interest at the rate of one and a half percent (1.5 %) per month until paid.
- Publicity and Marketing.
Customer grants RAYNE IX the right to use the name, logos, design marks and trademarks of Customer in RAYNE IX’s marketing materials or other oral, electronic, or written promotions, which shall include naming Customer as a client of RAYNE IX and a brief scope of services provided.
- Force Majeure.
Except with regard to payment obligations, either party shall be excused from delay in performing or from failing to perform its obligations under this Agreement and the Statement of Work to the extent the delay or failure results from causes beyond the reasonable control of the party, including, but not limited to: default of subcontractors or suppliers; failures or default of third party software, vendors, or products; acts of God or of the public enemy; U.S. or foreign governmental actions; strikes; communications, network/internet connection, or utility interruption or failure; fire; flood; and epidemic.
- Term and Termination.
This Agreement shall commence on the date stated herein and shall remain in full force and effect for the period of time needed for the completion of the services. Each party may terminate this Agreement for any reason or no reason at all by providing the other party thirty (30) days’ notice. In the case of termination, Customer shall pay RAYNE IX for any work performed up to the effective date of termination. RAYNE IX shall refund to Customer any pre-paid amounts in case of termination.
- No Warranty.
RAYNE IX SHALL PROVIDE NO WARRANTY, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) TO THE SERVICES; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. RAYNE IX MAKES NO WARRANTY REGARDING THE EFFECTIVENESS OF THE ADVICE OR SUGGESTIONS MADE BY RAYNE IX AND MAKES NO WARRANTY REGARDING THE CONSEQUENCES OF SUCH ADVICE OR SUGGESTIONS.
- General Limitation of Liability.
Each party’s liability under this Agreement shall be limited to the other’s direct and actual damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REIMBURSEMENTS, LOST DATA, OR LOST SAVINGS, OR THAT RESULT FROM MISTAKES, OMISSIONS, ERRORS, DEFECTS, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO CUSTOMER’S RECORDS, PROGRAMS OR SERVICES), IRRESPECTIVE IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. RAYNE IX IS NOT RESPONSIBLE NOR LIABLE FOR ANY THIRD PARTY TECHNOLOGIES OR SYSTEMS USED IN THE PRODUCT, INCLUDING UPKEEP, MAINTENANCE OR PRODUCT FEATURES BASED ON SUCH THIRD PARTY TECHNOLOGIES OR SYSTEMS. RAYNE IX SHALL NOT BE RESPONSIBLE FOR ANY THIRD PARTY TECHNOLOGIES OR SYSTEMS USED IN THE SERVICES NOR FOR ANY THE UPKEEP OR MAINTENANCE OF SUCH THIRD PARTY TECHNOLOGIES OR SYSTEMS OR FEATURES INCLUDED IN THE SERVICES THAT ARE DEPENDENT UPON THIRD PARTY TECHNOLOGIES OR SYSTEMS.
- Maximum Liability.
THE AGGREGATE LIABILITY OF RAYNE IX ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY RECEIVED BY IT FROM CUSTOMER.
- Disputes; Arbitration.
Any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Milwaukee County, WI and in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
- Entire Agreement.
This Agreement supersedes all prior negotiations and agreements between the parties, and constitutes their entire understanding, with respect to the subject matter contained herein.
IN WITNESS WHEREOF, RAYNE IX and Customer have executed this Agreement as of the date and year first written above.