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<br />TERMS AND CONDITIONS
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<br />a} Independent Contractor: HJW shall operate as an independent contractor and not as an employee, agent, joint
<br />venturer, or partner of Client. Nothing in this Agreement shall be interpreted or construed to the contrary. HJW shall retain
<br />the right to perform services for others during the term of this Agreement.
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<br />b} Payment of Invoices: Client shall pay HJW's invoices within 30 days of their receipt and acceptance by Client. Invoices
<br />will be deemed to have been accepted by Client upon receipt unless Client advises HJW within 10 days of any objection to
<br />the invoice. In no event shall Client use this objection to delay payment of any undisputed portions of the invoice. Client
<br />and HJW agree to endeavor to resolve any disputes over payment in a timely manner. HJW reserves the right to cease
<br />work or to refuse to provide Client with any work product until such disputes are resolved. HJW shall assess and Client shall
<br />pay a service charge of 1 .5% per month on invoice balances over 30 days past due.
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<br />c} Cooperation: Client and HJW agree to cooperate with each other in every way in order to complete the terms of this
<br />Agreement. Upon request, Client shall execute and deliver, or cause to be executed and delivered, such documents or
<br />instruments which are necessary to perform the terms of this Agreement.
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<br />d} Rights in Data: Notes, letters, software, photographs and other work materials developed or acquired in the process of
<br />producing the products named in the "scope of services" section of this Agreement shall remain the property of HJW. HJW
<br />agrees to maintain work materials in an ordered and accessible manner and take reasonable action to safeguard work
<br />materials for future use. Client acknowledges that its right to utilize the services and work products provided pursuant to this
<br />Agreement will continue only so long as client is not in default pursuant to the terms and conditions of this Agreement and
<br />Client has performed all obligations under this Agreement.
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<br />e} Assignment: Neither party to this Agreement will assign or otherwise transfer its rights or obligations hereunder without
<br />the prior written consent of the other party.
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<br />f} Indemnity: HJW shall indemnify Client, its officers, directors, employees and agents from any claims, suits, loss,
<br />damage, expense, and liability resulting from HJW's negligent performance or willful misconduct related to the performance
<br />of this Agreement. Client shall indemnify HJW, its officers, directors, employees, and agents from any claims, suits, loss,
<br />damage, expense and liability resulting from Client's negligence or willful misconduct related to the performance of this
<br />Agreement. Neither party shall be responsible or held liable to the other party for any indirect or consequential damages
<br />arising out of services performed under this Agreement. HJW's liability under this Agreement shall be limited to the amount
<br />of the fees paid by the client to HJW for services performed under this Agreement or to $15,000.00, whichever is greater.
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<br />g} Insurance: HJW shall maintain general liability, automobile liability, aircraft liability, professional liability, and workers'
<br />compensation insurance coverages. Certificates of insurance will be sent to Client if requested.
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<br />h} Termination of Agreement: Client may terminate this Agreement in the event HJW is unable to satisfactorily perform
<br />its work, however, HJW shall be entitled to compensation for all work satisfactorily performed up to the point that the
<br />Agreement is terminated HJW shall be entitled to immediately, and without notice, suspend its performance of any and all
<br />of its obligations pursuant to this Agreement if Client files a voluntary petition seeking relief under the United States
<br />Bankruptcy Code or if there is an involuntary bankruptcy petition filed against Client in the United States Bankruptcy Court.
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<br />i} Disputes and Applicable Law: Any controversy, claim or dispute shall be construed and enforced in accordance with
<br />the laws of the State of California. Should any legal or arbitration proceedings be brought by either party to enforce or
<br />interpret any of the terms or conditions of this agreement, the prevailing party shall be entitled to recover all reasonable
<br />attorneys' fees and costs incurred in defense of the claim from the other party. The venue for any such action shall be in the
<br />County of Alameda, California.
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<br />j} Force Majeure: Neither party to this Agreement will be liable to the other party for delays in performing the services or
<br />delivery of the products, nor for the direct or indirect cost resulting from such delays, that may result from labor strikes, riots,
<br />war, acts of governmental authorities, inclement weather conditions, natural catastrophes, or any other cause beyond the
<br />reasonable control or contemplation of either party.
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<br />k} Severability and Waiver of Breach: If any provision hereof or any remedy herein provided for be invalid under any
<br />applicable law, such provision shall be inapplicable and deemed omitted, but the remaining provisions hereof shall be in
<br />effect in accordance with the intent hereof. HJW's waiver of any other term or condition, or breach of any term or condition
<br />shall not constitute the waiver of any other term or condition, or the breach of any other term or condition.
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<br />I} Sales and Use Tax: In the event any taxing authority determines that sales or use tax should have been charged on
<br />invoices for services or products sold to Client, then Client agrees that it will either pay such sales or use tax, along with any
<br />interest or penalties assessed, directly to the taxing authority or will promptly reimburse HJW for any sales or use tax,
<br />interest and penalties against HJW by any taxing authority that results from this Agreement.
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<br />m} Entire Agreement: This Agreement constitutes the basis for Agreement between HJW and Client as regards to the
<br />work specified in the "scope of services" section of this Agreement, and supersedes all prior agreements, whether written or
<br />oral. In the event of conflict between the contents of this Agreement, any purchase order, or other form of written
<br />authorization subsequently issued for HJW's services or products, the provisions of this Agreement shall govern unless
<br />rescinded in writing.
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<br />Copyright @ 2007, HJW GeoSpatial, Inc.
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