THIS PROFESSIONAL SERVICES AGREEMENT
(“Agreement”) is entered into by and between MICOS Group LLC
, a Georgia limited liability company, having offices at 4283 Moccasin Trail,
Woodstock, GA 30189, its permitted successors and assigns (“MICOS GROUP”),
and
(your name) with offices
at
(your address)
its permitted successors and assigns (“Client”), and is
effective as of the date last executed by the parties below. (“Effective
Date”).
In consideration of the mutual
promises set forth herein, as well as for other good and valuable consideration,
the sufficiency and receipt of which is hereby acknowledged, the parties agree
as follows:
1. Tasks/Timing.
Client hereby hires MICOS GROUP to provide general analytical and other
professional services supporting Client’s activities, as well as any specific
projects as may be more fully described from time to time in separate Statements
of Work (SOWs), properly signed by both parties (collectively the
Work). All SOW’s shall describe the general nature and duration
of the tasks to be performed, as well as each party’s respective
responsibilities, any assumptions, milestone dates, deliverables, and fees and
fee structure, if different from that set forth in Article 2. Should any of the
terms and conditions set forth herein conflict with those set forth in a SOW,
the latter shall prevail. This Agreement shall not apply to any software or
other intellectual property developed by MICOS GROUP, and such software or other
intellectual property shall be subject to separate agreements negotiated and
signed by the parties.
2. Compensation.
Unless otherwise stated in an SOW, MICOS GROUP will invoice Client on a monthly
basis for Work properly performed (including out of pocket expenses) in
accordance with the provisions set forth in the applicable SOW. During the
course of our employment, MICOS GROUP may incur out-of-pocket costs on your
behalf. If out-of-pocket costs are itemized, they appear on our invoices as
"costs." We will discuss all major cost items in advance with you, unless
circumstances prevent advance discussion. If any on location services are
needed, the required travel and incidental expenses (mileage, hotel and meals,
etc.) will be billed at direct cost. No services or travel will be undertaken
by MICOS GROUP unless in accordance with the provisions set forth in the
applicable SOW. Invoices are due upon receipt. Any undisputed amounts remaining
unpaid thirty (30) days after due shall accrue interest at a rate of the lesser
of one and one-half percent (1.5%) per month, or the maximum rate allowed by
law. If Client fails to dispute any portion of an invoice in writing during
said thirty (30) days, such amount shall be deemed proper. Only those portions
of the Work that fail to comply with the terms of this Agreement shall be
subject to dispute. MICOS GROUP shall have the right to re-perform at its cost
any defective Work to remedy such dispute. In the event that the re-performed
Work is still non-compliant, Client may immediately cancel this Agreement. If
the resolution of any dispute indicates that any disputed portion of fees and
expenses was properly due and payable, interest shall accrue from the original
payment due date. Client shall pay all costs, including reasonable attorney
fees, incurred by MICOS GROUP for the collection of any properly due amounts
that are past due by more than sixty (60) days. The provisions set forth herein
shall not be subject to the limitations set forth in Article 7.
3. Taxes. All fees are
exclusive of any sales, use or other taxes (other than those pertaining to MICOS
GROUP’S income) and shall be the responsibility of the Client.
4. Intellectual Property.
The Client shall be the owner of, and have all rights, title, and interest in
and to the product of the Work, but not the underlying work papers and
analyses. Notwithstanding the foregoing, if MICOS GROUP incorporates into or
utilizes any of its existing, independently developed, or licensed intellectual
property in the Work (“MICOS GROUP Intellectual Property”), MICOS
GROUP shall continue to be the owner of such MICOS GROUP Intellectual Property,
but the Client shall have, subject to Paragraph 5, a nonexclusive, non-sublicensable,
non-assignable, royalty free, license to utilize such MICOS GROUP Intellectual
Property for the sole purpose, scope, and context delivered by MICOS GROUP
within the Work. This provision shall in no way apply towards the licensing of
any software by MICOS GROUP to Client, and such software or other intellectual
property shall be subject to separate agreements negotiated and signed by the
parties.
5. On-Site Visits. If on
the site of Client's (or Client’s customers)’ facilities , MICOS GROUP employees
shall be subject to the safety and workplace rules generally applicable to
Client's or Client’s customers’ employees, including but not limited to any drug
and alcohol policies. Client shall notify MICOS GROUP in advance of any such
rules so that MICOS GROUP may implement a compliance program. Client shall
promptly notify MICOS GROUP of any non-compliance so that it may take action to
rectify such non-compliance.
6. Assignment. Except for
mergers, acquisitions, and other activities of a party that do not materially
affect the intent of this Agreement, neither party shall assign this Agreement
or any of its rights or obligations under this Agreement without the other
party's prior written consent, which shall not be unreasonably delayed or
withheld. This Agreement shall be binding upon the parties and their respective
permitted successors and assigns.
7. Limitation of Liability.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES, OR
EXPENSES (INCLUDING LOST PROFITS OR SAVINGS), EVEN IF SUCH PARTY WAS ADVISED OF
THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES. EXCEPT FOR FEES, COSTS, AND
EXPENSES PROPERLY DUE AND OWING HEREUNDER, AND EXCEPT FOR VIOLATIONS OF THE
CONFIDENTIALITY PROVISIONS SET FORTH HEREIN, NEITHER PARTY’S LIABILITY ARISING
FROM THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, SHALL EXCEED
THE LESSER OF THE FEES PAID BY CLIENT DURING THE YEAR IN WHICH THE CLAIM IS
MADE, OR $10,000.
8. Confidential Information.
8.1.
Each party agrees that any information concerning the other's business
activities, products, analyses, reports, research and technical knowledge
disclosed by the other party pursuant to this Agreement (the “Confidential
Information”) shall not be duplicated or disclosed to any other party,
unless such duplication or disclosure is authorized by the other party or is
necessarily required to perform its obligations under this Agreement. Each
party shall protect the confidentiality of the Confidential Information in the
same manner as it protects its own confidential information of like kind and
shall restrict access to those of the recipient’s personnel and third parties
under the direct control of the recipient, on a need to know basis. Neither
party shall use the Confidential Information of the other, except as
contemplated in this Agreement. The parties agree that the terms of this
Agreement, as well as any proposals associated with this Agreement, shall be
deemed to be Confidential Information and, accordingly, such information shall
not be disclosed except as permitted in this Article 8. Notwithstanding the
foregoing, MICOS GROUP may include Client on its client list and may generally
describe the nature of the Work performed on behalf of Client, provided that
such description does not disclose any Confidential Information.
8.2.
Nothing in this Agreement shall restrict either party’s use of
information (including, but not limited to, ideas, concepts, know-how,
techniques, and methodologies) that: (a) is or becomes publicly available
through no breach of this Agreement, (b) is independently developed by it, (c)
was previously known to it without obligation of confidence or (d) is acquired
by it from a third party which is not, to its knowledge, under an obligation
of confidence with respect to such information. In the event either party
receives a subpoena or other validly issued administrative or judicial process
requesting Confidential Information of the other party, the recipient shall
promptly notify the other party of such receipt and may thereafter comply with
such subpoena or process to the extent required by law. The Confidential
Information shall be returned to the discloser or destroyed at the discloser’s
request.
8.3. Except as otherwise provided herein,
neither party shall publicly disclose information related to the existence,
terms, or pricing of this Agreement, except to its respective financial and
legal advisors, and only after such advisors agree to be bound by the terms
and conditions of this Article 7.
9.
Term.
Although both parties will endeavor to provide as much advance notice as
practically
possible and to time such termination at the
completion of the Work, either party may terminate this Agreement with thirty
(30) days advance written notice to the other party. Such termination shall not
affect any outstanding SOW’s, unless mutually agreed by the parties.
Notwithstanding the foregoing, MICOS GROUP shall have cause to terminate this
Agreement if Client fails to pay any amounts properly due in a timely manner and
fails to cure within ten (10) days of receipt of written notice to do so. In
the event of termination other than for non-payment, the terminating party shall
reimburse the other party for any costs incurred that cannot be mitigated, if (i)
such costs were incurred based upon a good faith reliance that this Agreement
was to continue, and (ii) the terminating party was aware of the fact that these
costs would be incurred.
10.
Warranties.
MICOS GROUP warrants that it will perform all
Work in a professional and workmanlike manner consistent with industry standards
at the time the Work is performed. MICOS GROUP makes no other warranties,
express or implied, verbal or written.
11.
Independent Contractor/Nonsolicitation.
11.1 MICOS GROUP shall, at all times during
the performance of this Agreement, be an independent contractor. The parties
shall not have the authority to bind, represent or commit the other. Nothing
in this Agreement shall be deemed or construed to create a joint venture,
partnership or agency relationship between the parties for any purpose.
11.2 MICOS GROUP shall indemnify and hold
harmless the Client from any and all liability, costs, damages, expenses,
fees, fines or penalties in connection with MICOS GROUP employee claims for
benefits, MICOS GROUP employee withholding obligations, payroll taxes due in
connection with employees of MICOS GROUP, its contractors or agents, workers
compensation or occupational illness claims of MICOS GROUP employees, its
contractors or agents.
11.3 During the Term of this Agreement
and for twelve (12) months after completion of the last Statement of Work,
neither party shall solicit services from any employee, contractor or agent of
the other individual who performed Work under this Agreement, unless expressly
agreed to in writing by the non-soliciting party.
12. Interpretation. The
parties have both had their respective counsels review this Agreement, with the
opportunity to negotiate any desired changes. Therefore, the terms and
conditions hereof shall not be interpreted in favor of or against either party
under any claim of either party having the drafting responsibility of this
document. This Agreement constitutes the entire agreement and understanding of
the parties with respect to the subject matter of this Agreement, and shall be
governed by the laws of the State of Georgia, without giving effect to its
choice of law statutes. Any notice, consent, amendment or modification of this
Agreement shall be in writing and executed by duly authorized representatives of
the parties and sent to the respective party's address indicated above, or such
other address as provided consistent with this Article.
13.
Survival.
All obligations, warranties, rights, remedies, indemnities, express
representations, or exclusions or limitations of liability or other provisions
required to give force and effect to this document, or made in or given in this
document, which have accrued prior to completion or termination, shall survive
the completion or termination of this Agreement.
IN WITNESS WHEREOF,
the parties have caused this Agreement to be executed by their duly authorized
representatives on the date set forth below.
CLIENT
BY:
(PRINT NAME)
( ELECTRONIC SIGNATURE)
(TILE AND COMPANY)
(DATE)
|
CONSULTANT
MICHAEL
T. SCOTT __________
(PRINT NAME)
.jpg) _________
(SIGNATURE)
PRESIDENT-
MICOS GROUP L.L.C.
(TILE AND COMPANY)
09/15/2011 _________
(DATE)
|
Statement of Work No. 1
“Custom Solutions Plan of Action Report”
The
following (Statement of Work) SOW
is set forth herein accordance to the
MICOS GROUP PROFESSIONAL SERVICE AGREEMENT.
A.
Project scope:
Based on the
“Needs Analysis” conducted during the “Free Initial Consultation”, a full to-do
list of solutions and services will be provided to you within a detailed “Custom
Solutions Plan of Action Report”. MICOS Group will also provide you
with a detailed estimate of the cost of all our additional services and
consulting packages within the “Custom Solutions Plan of Action Report”.
B.
Future services available:
MICOS Group has found that flexibility is the biggest advantage to our
consulting services and our services are 100% guaranteed. The three optional
consulting plans after you receive your “Custom Solutions Plan of Action
Report” are:
1. Do-It-Yourself Consulting- This
plan allows you to obtain MICOS Group’s entire “Custom Solutions Plan of
Action Report” within the $200 payment and then utilize that information
to complete the tasks yourself.
2. Pre-determined Consulting Packages-
This plan allows you to purchase a very specific consulting package that suits
your specific small business needs. Pricing per package is determined by the
value of customer need, demand and competitive standards. As an incentive to
utilize our professional consulting services, MICOS GROUP will apply a one time
$200.00 credit towards any MICOS GROUP consulting service or package.
3. Optional Bank Hour Consulting-
This plan is the epitome of flexibility. It allows you to purchase consulting
hours on a needs basis and permits you for a more open-ended and one to one
consultation experience. Many clients are unaware of their needs until they
actually face a problem. This approach allows you to retain our services on an
ongoing basis. As an incentive to utilize our professional consulting services,
MICOS GROUP will apply a one time $200.00 credit towards any MICOS GROUP
consulting service or package.
C.
Period of performance: “Custom Solutions Plan of Action Report”
will be completed and delivered
within 10 business days of payment unless notified in writing.
D.
Project manager:
Michael T.
Scott
E.
Title:
President- MICOS Group
L.L.C.
F.
Physical location:
Work will
be performed off–site at MICOS Group corporate offices.
G.
Supplies and equipment:
No
company supplies or equipment will be used.
H.
Payment rate: Due to the
sensitive nature and the extremely valuable information contained within the
“Custom Solutions Plan of Action Report”, MICOS GROUP will
receive an initial consultation payment of $ 200.00
I.
Expenses:
All additional
expenses will be discussed and billed in accordance to Section 2 of the “MICOS
GROUP PROFESSIONAL SERVICE AGREEMENT”.
J.
Payment terms: Due to the sensitive
nature and the extremely valuable information contained within the “Custom
Solutions Plan of Action Report” the $200.00
payment must be paid full in advance.
