The additional terms and conditions are referenced in any Engagement Agreement with The Fox Group, LLC, for consulting and related services. These general terms and conditions also may relate to any exhibits or addendum created between the parties.
Acknowledgments
- The Client hereby agrees to indemnify, defend and hold the Consultant harmless from any and all costs, liabilities, damages, and expenses (including, without limitation, reasonable attorneys’ fees) arising from or related to (i) the breach by the Client of any of its obligations hereunder; and (ii) any and all acts, activities, and actions of the Client, which are carried out contrary to the advice of or without the advice of Consultant.
- Client understands and acknowledges that Consultant is not in the business of providing legal advice. Consultant does not warrant or represent that it is licensed to practice law, provide any type of legal services or give any kind of legal advice whatsoever.
- Client acknowledges that Consultant is not responsible for and has no control over (i) the accuracy or completeness of the information provided to Consultant in the course of performing its duties under the Agreement, (ii) any changes in that information, or changes made to Client’s documentation, coding or billings, which are made after Consultant’s services have been rendered, or (iii) Client’s implementation of, or failure to implement, any of Consultant’s recommendations. Therefore, except in cases of gross negligence or willful misconduct, neither Consultant nor any of its employees or agents shall be liable for any losses, costs, claims, suits, or damages, including attorney’s fees on appeal or otherwise, arising from the services performed by Consultant under the Agreement.
- Both parties shall use the other party’s confidential information only for the purpose of the consulting engagement and shall make no use of the other party’s confidential information, in whole or in part, for any other purpose. Both parties agree to keep all shared information in the course of the consulting engagement confidential and to take reasonable steps to preserve the confidentiality and proprietary nature of such information.
- Further, under any circumstances, the maximum liability in the aggregate of Consultant to Client in respect of any action by Client against Consultant related to its provision of the services described herein (whether under the Agreement or in tort for negligence or otherwise), shall be limited to compensatory damages actually incurred in an amount not to exceed the consulting fees received by Consultant from Client pursuant to the Agreement, during the first 12 months of the agreement. In no event shall Consultant be liable or otherwise responsible for any special, consequential, or punitive damages.
- In any dispute between the Parties arising out of the Agreement, which would otherwise be resolvable in a court of competent jurisdiction, the Parties shall first try to resolve the dispute through direct discussions and negotiation before commencing litigation.
- Any dispute, claim, or litigation relating to or arising from this Agreement shall be governed by the laws of California without regard to any conflict of laws provisions. The prevailing party in any litigation shall be entitled to reasonable costs, including attorneys’ fees.
- Neither party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving corporation,) operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment in violation of this Section shall be null and void.
- Vendor agrees to maintain the following insurance during the term of this Agreement and upon request, Vendor shall provide Savas a copy of any applicable certificate(s) of insurance. Vendor shall not cancel any applicable insurance during the term of this Agreement without procuring like coverage.
- Professional Liability/Errors & Omissions: $1,000,000 per occurrence / $2,000,000 annual aggregate.
- Auto Liability (if onsite): $1,000,000 per occurrence, combined single limit, bodily injury and property damage, exclusive of defense costs and supplementary payments.
- Workers Compensation: As required by state law.
Notices and Termination
Any notices required by the Agreement shall be in writing and shall be deemed given if delivered personally or one business day after successful transmission by email, or five business days after posting by registered or certified mail (return receipt requested) to the parties at the addresses provided at the beginning of the Agreement or other address provided in accordance with this section.
For notice to Client:
Lifekind System
General Counsel
44630 Monterey Ave., Ste. 100
Palm Desert, CA 99260
le***@*********th.com
Either party may terminate the Agreement at any time by giving a thirty (30) day written notice of termination. In the event of early termination by Client prior to final payment of all fees and payments due under the Agreement, Client shall, with any notice of early termination, submit payment of any unpaid amounts through the date of termination.
Amendments
The Agreement is a basic and principal agreement and may only be amended as mutually agreed upon, in writing, by the parties.