Standard Terms & Conditions (the “Contract”)
1. FEES AND STANDARD OF CARE
You will immediately pay PeopleBench Fees (as PeopleBench may communicate to You from time to time) for the Work. Immediately upon any failure on Your part to pay any Fee, PeopleBench will cease providing any Work to You. PeopleBench shall perform the Work using commercially reasonable efforts. Other than as set forth in the foregoing sentence, PeopleBench makes no representation and extends no warranties of any kind, either express or implied, or any warranties of merchantability or fitness for a particular purpose.
2. TERMINATION
Either party may terminate the Contract by written notice to the other party at any time if there has been a material breach of a term of the Contract by the other party.
Termination does not affect any accrued right or obligation of a party up to the date of termination.
3. LIMITATION OF LIABILITY
In no event will either party be liable to the other party or any third party under any circumstances for any indirect, consequent al, special, punitive or exemplary, damages or losses. In no event will a party’s liability under this contract exceed the compensation service provider actually receivess under this contract from client in a 12-month period. This limitation of liability provision will apply to the fullest extent permitted by law.
4. INTELLECTUAL PROPERTY
PeopleBench hereby retains all right, title and interest in all Intellectual Property Rights in all materials and tools (including software and working papers) brought to the engagement by PeopleBench or created by PeopleBench in the course of the performance of the Work. If necessary or desirable, PeopleBench (in its sole discretion) will grant a nontransferrable license to You to utilize the Intellectual Property Rights solely or purposes related to the Work.
5. PRIVACY
To the extent applicable, all data privacy and security laws and regulations, including without limitation the Health Insurance Portability and Accountability Act, as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.) and the European Union General Data Protection Regulation (EU 2016/679), shall apply to the Work.
6. MEDIA
PeopleBench may be requested to disclose to third parties it has worked with. Such disclosures may include information about PeopleBench’s interactions with You. That stated, no breach of confidentiality with respect to the specific nature of Your engagement with PeopleBench or any of the recommendations we have provided You with will occur. By executing this Contract and without Your consent, You agree to PeopleBench using Your name, logos and project title in PeopleBench’s media and public relations activities and in bidding for further work
7. CONFIDENTIALITY
Each party acknowledges that it may have access to the Confidential Information of the other party and that it shall (i) use the Confidential Information for the purpose of fulfilling its obligations as contemplated under the Contract, (ii) use the same degree of care, but never less than a reasonable standard of care, to prevent the unauthorized disclosure or dissemination of Confidential Information as it does to protect its own confidential information of a like nature and (iii) not disclose the Confidential Information to any third parties except its necessary representatives.
8. GOVERNING LAW; JURISDICTION; NO JURY TRIAL
This Contract shall be governed by and construed in accordance with the laws of the State of New York (without regard to any conflicts of law rule that would require the application of the law of any other jurisdiction). Any dispute relating to this Contract shall be determined by arbitration in New York County in the State of New York. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Any legal proceeding not able to be arbitrated in accordance with the terms hereof shall be commenced in the federal or state courts sitting in New York County of in the State of New York. Each party hereto hereby irrevocably waives any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this contract.
9. GENERAL PROVISIONS
This Contract may not be assigned or transferred by either party without the prior written consent of the non-assigning party. The relationship between the parties under this Contract is that of independent contractors. You will indemnify, defend and hold PeopleBench harmless from and against all damages and expenses resulting from Your breach of the terms of this Contract. Sections 1,4, 5, 6, 7 and 9 of this Contact shall survive any termination hereof. All provisions contained in this Agreement are severable. This Contract constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior verbal and/or written agreements. This Contract may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original. No amendment or waiver of any provision of this Contract, and no consent to any departure therefrom, shall be effective unless in writing executed by the parties hereto. No waiver or modification of this Contract will be binding upon either party unless made in writing and signed by duly authorized representatives of each party.
10. DEFINITIONS
In this Contract, the following definitions shall have the meaning set forth herein:
(a). “Fees” means any fees for the Work as may be communicated by PeopleBench to You from time to time (in PeopleBench’s sole discretion).
(b). “Intellectual Property Rights” means any intellectual property or proprietary rights, including but not limited to copyrights, moral rights, trademarks (trade names and service marks), patents (including patent applications), and trade secrets, recognized in any country or jurisdiction in the world.
(c). “PeopleBench” means PeopleBench Pty Ltd, as trading as PeopleBench.
(d). “You” means the person set forth in PeopleBench’s business proposal.
(e). “Work” means the scope of work to be undertaken by PeopleBench for You as set forth in a business communication delivered to You.
