Terms and Conditions
This letter agreement (this "Agreement") sets forth the terms under which Giving Tree Associates, Inc., an Illinois corporation ("GTA") has been engaged by the Client addressed in the electronic scope of work that accompanied this letter, to provide consulting services (the "Services") pertaining to the (the "Project") outlined in Schedule 1. We look forward to working with you.
- Overview. Client engages GTA to provide the coaching and related Services described on Schedule 1. GTA will provide the Services for the Project in a professional manner in accordance with applicable industry standard and will use commercially reasonable efforts to deliver Services on a timely and efficient basis, provided that Client acknowledges that its cooperation and timely provision of information, assistance, facilities, materials, or other reasonable support is a necessary condition to GTA's successful performance of the Services.
- Fee Structure and Payment. Client agrees to pay GTA the "Fees" and expenses described, upon the dates and other terms set forth herein and on Schedule 1. Payment to GTA is due within 30 days of the billing date. This Agreement controls in the event of a conflict with Schedule 1.
- Client Confidences. Client may from time to time disclose to GTA confidential information relating to its business and affairs, the Project, or the Services provided hereunder ("Confidential Information").
- GTA shall use commercially reasonable efforts (i) to avoid disclosure of the Client’s Confidential Information to any third party without the express written consent of the disclosing party, except that GTA may provide the Confidential Information to subcontractors to provide the Services so long as such subcontractor has agreed to confidentiality provisions substantially as protective as those herein, and (ii) not to use the Client’s Confidential Information other than as intended for the Project. GTA shall use at least the same degree of care to avoid disclosure of the Client’s Confidential Information as it uses with respect to its own Confidential Information and in no event less than a reasonable degree of care. Nothing shall prohibit GTA from using the general knowledge accrued in providing the services hereunder for any purpose in GTA 's sole discretion.
- The following materials are not Confidential Information: (i) information which at the time of disclosure is in the public domain or information which after disclosure becomes part of the public domain through no fault of GTA; (ii) information received from a third party who did not acquire it from the Client under an obligation of confidentiality; (iii) information independently developed by GTA without use of the Client’s Confidential Information; and (iv) information which is required to be disclosed by law, in which case GTA shall, if permissible under law, provide the Client with reasonable notice of the proposed disclosure so the Client may seek to maximize the protection of the Confidential Information from further disclosure.
- Non-Solicitation. Neither Client nor GTA shall employ or seek to employ personnel (whether an employee or independent contractor) of the other during the Term of this Agreement or within the 18 month period following the termination of this Agreement.
- Client Custom Materials. Subject to Client's complete compliance with this Agreement, Client shall own all documents and materials which are custom produced by GTA for Client and delivered to Client, which do not contain pre-existing templates or work product of GTA ("Client Custom Materials"), and GTA shall have a perpetual, royalty-free license to use the Client Custom Materials, excluding Client's Confidential Information, as templates for other clients of GTA and for GTA's other reasonable business purposes, provided that GTA shall not use or disclose any Confidential Information of Client in respect of such usage for template and other business purposes.
- GTA Materials. GTA shall own and retain all rights to any (a) solicitation training materials and (b) documents and materials containing any pre-existing templates or work product owned (or licensed) by GTA prior to the Project, ("GTA Materials"). Subject to Client's complete compliance with this Agreement, Client shall have a perpetual, royalty-free license to use GTA Materials which GTA provides to Client for the Project solely for related internal purposes, provided that Client shall not disclose the GTA Materials to any third party (except those intended for public release and then solely to the extent so intended), publish the solicitation training materials, or use the solicitation training materials in any manner competitive with GTA.
- Compliance with Laws. Client shall be solely responsible to assure its compliance with all applicable laws and regulations pertaining to the Project, including without limitation laws regulating spam and email campaigns, direct mail campaigns, telemarketing and do not call lists, door to door campaigns, charitable solicitations, privacy or data privacy, gambling and gaming, and non-profit/not-for-profit organizations.
- No Assurances. Client acknowledges that GTA promises no specific successful outcome of any of the activities anticipated to be undertaken, and that the success of the Project is dependent upon a number of external factors such as Client's cooperation and diligent performance of its duties hereunder and the generosity of Client's donors.
- Limitation of Damages. In no event will GTA be liable for any loss of or damage to revenues, profits or goodwill or other special, incidental, indirect or consequential damage of any kind resulting from its performance or failure to perform pursuant to the terms of this Agreement or from the provision of services pursuant hereto, including, without limitation, any interruption of business, even if GTA has been advised of the possibility of such damages. Without limitation of the foregoing, in no event shall GTA be liable hereunder for amounts in excess of the amounts that it is paid hereunder.
- Indemnification. Client agrees to indemnify, defend and hold harmless GTA from any third party claims, and any damages, liabilities, costs, and expenses arising therefrom (including reasonable attorneys fees and expenses) arising out of or related to (a) Client's violation of applicable law in undertaking the activities contemplated hereunder; (b) any event, or any liability or obligation to the facility or venue used for such event, at which any Project activities occur; (c) any obligations of Client to any vendor or other third party engaged by Client for any purpose, or (d) any untrue statement by Client to GTA of a material fact or (e) omission to state a material fact necessary in order to make a statement not misleading in light of the circumstances under which it was made, which statement or omission was passed through substantially as made to GTA to a third party who claims to have been so misled, except to the extent the same are caused by the gross negligence, recklessness or willful misconduct of GTA.
- Total Understanding. This Agreement constitutes the full understanding of the parties with respect to the subject matter hereof and all prior agreements or statements are superseded hereby. This Agreement may only be amended, or any obligation hereunder waived, in a writing executed by GTA and Client expressly referencing such amendment or waiver. No course of dealing or other activity on the part of GTA, nor any act of reliance on Client part, shall be deemed to so bind GTA.
- Choice of Law and Jurisdiction. This Agreement and any matters relating thereto shall be governed, construed and interpreted in accordance with the laws of the State of Illinois without regard to the conflicts of laws provisions thereof. All actions concerning any dispute arising out of the Agreement must be brought in the state or federal courts with appropriate subject matter jurisdiction located in (or having jurisdiction over) Cook County, Illinois.