THIS BOOKKEEPING/CONSULTING/MEMBERSHIP/COURSE/CLASS/WORKSHOP SERVICE AGREEMENT is made and entered into, between Alisha Thomas of Wait. What? LLC (the “Consultant”) and (the “Client”).
A. WHEREAS, the Client desires to obtain certain bookkeeping and consulting services from the Consultant;
B. AND WHEREAS the Client agrees to engage the Consultant as an independent contractor to perform such services and the Consultant hereby agrees to provide such services to the Client.
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Services
The Consultant hereby agrees to provide the following services chosen by the Client. (membership, courses, consulting) The Consultant shall conduct the Services in accordance with specifications set by the Client and the Consultant shall at all times observe and comply with generally accepted bookkeeping and accounting standards and comply with all federal and state laws or regulations applicable to this Agreement.
2. Service Rates as stated in email/Mailchimp/acuityapp/Thinkific
3. Standard of Performance
The Consultant hereby agrees to follow reasonable professional standards expected of a Consultant of the Consultant’s similar education and experience in performing bookkeeping and consulting. The Consultant is not a lawyer or a CPA.
4. Necessary information & Materials
The Client will be solely responsible to supply the Consultant all information, materials, data, and documents, including but not limited to financial statements, records, billing, and any other financial reports and financial information (together the “Materials”) necessary to perform the Services agreed under this Agreement. The Client acknowledges and agrees that the accuracy of the Materials supplied to the Consultant is the sole responsibility of the Client. The Consultant shall not be held responsible for Client’s production of inaccurate Materials.
5. Term
This Agreement is effective on the date of when the box was clicked and shall be in effect until the end of the 30 day period following the written or emailed termination notice. Should the client need a package that provides more services in the course, the parties may agree to upgrade this Agreement at any time by signing a new contract.
6. Independent Contractor
The Consultant shall provide the Services as an independent contractor and shall not act as an employee, agent or broker of the Client. As an independent contractor, the Consultant will be solely responsible for paying any and all taxes levied by applicable laws on its compensation. The Consultant understands that Client will not withhold any amounts for payment of any taxes from the Consultant’s compensation.
7. Payment
During the term of this Agreement, the Client shall pay the Consultant the service rate under this Agreement before services have been performed. The payment could change if the scope of the work changes.
8. Expenses
The Client agrees to reimburse any pre-approved out of pocket expenses incurred by the Consultant in connection with the Services, including, but not limited to, quickbooks fees, second-party apps, travel expenses, audit fees, tax fees, postage, etc.
9. Confidentiality
The Consultant, in the course of performing the Services hereunder may gain access to certain confidential or proprietary information of the Client. Such “Confidential Information” shall include all information concerning the business, affairs, products, marketing, systems, technology, customers, end-users, financial affairs, accounting, statistical data belonging to the Client and any data, documents, discussion, or other information developed by the Consultant hereunder and any other proprietary and trade secret information of the Client whether in oral, graphic, written, electronic or machine-readable form. The Consultant agrees to hold all such Confidential Information of the Client in strict confidence and shall not, without the express prior written permission of client, (a) disclose such Confidential Information to third parties; or (b) use such Confidential Information for any purposes whatsoever, other than the performance of its obligations hereunder. The obligations under this Section shall survive termination or expiration of this Agreement.
10. Termination
(a) Either party may terminate this Agreement for convenience by providing thirty (30) days written or emailed notice (“Termination Notice”) to the other party. (b) If a party violates its obligations to be performed under this Agreement, the other party may terminate the Agreement by sending a thirty (30) days’ notice in writing. Upon receiving such notice, the defaulting party shall have thirty (30) days from the date of such notice to cure any such default. If the default is not cured within the required thirty (30) day period, the party providing notice shall have the right to terminate this Agreement.
11. Assignment
Neither party shall assign any of their rights under this Agreement, or delegate the performance of any of the obligations or duties hereunder, without the prior written consent of the other party and any attempt by any party to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be void and of no effect. Notwithstanding anything to the contrary herein, Consultant may assign or transfer this Agreement, without Client’s consent, to any parent, subsidiary, or affiliated company, or to any successor-in-interest as a result of a merger or consolidation or in connection with the sale or transfer of all or substantially all of Consultant’s business or assets to which this Agreement relates.
12. Governing Law
This Agreement is to be construed in accordance with and governed by the internal laws of the State of North Carolina without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement will only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of North Carolina. Each party hereby consents to the exclusive personal jurisdiction and venue of the courts, state and federal, having jurisdiction in the state of North Carolina.
13. Severability
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.
14. Warranties and Representations; Disclaimer; Limitation of Liability
Both Client and Consultant represent and warrant that each has the right to enter into this agreement and that there are no pending or threatened proceedings that would threaten or impair either party’s ability to perform the obligations set forth in this Agreement.
The Client further warrants and represents that Materials provided to the Consultant shall, in all respects, be accurate and correct.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS AND EXTENDS NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR OTHERWISE.
EXCEPT IN CONNECTION WITH THE CLIENT’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY NOT BE LIABLE TO THE OTHER OR TO ANY THIRD-PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, MULTIPLE OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, INTERRUPTION OF BUSINESS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT, OR OTHER THEORY OF LIABILITY, INCLUDING NEGLIGENCE. EXCEPT IN CONNECTION WITH THE CONSULTANT’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT FOR THIRD-PARTY CLAIMS, IN NO EVENT WILL THE LIABILITY OF THE CONSULTANT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY PROVISION HEREOF EXCEED THE AMOUNTS RECEIVED BY IT FROM THE CLIENT HEREUNDER. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, THE CONSULTANT SHALL NOT BE LIABLE FOR THE CLIENT’S LOST PROFITS.
15. Indemnification
Each party shall at its own expense indemnify and hold harmless, and at the other party’s request defend such party its affiliates, subsidiaries, successors and assigns officers, directors, employees, sublicensees, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including attorneys’ fees and court costs) which arise directly or indirectly out of or relate to (a) any breach of this Agreement, including the breach of any representation or warranty, or (b) the gross negligence or willful misconduct of a party’s employees or agents;
The Client agrees to indemnify, defend, and hold harmless the Consultant for any and all claims, losses, liabilities, damages, demands, settlements, losses, expenses, and costs (including attorneys’ fees and court costs) which arise directly or indirectly out of or relate to any breach of this Provision, including but not limited to the breach of any representation or warranty or the provision of any inaccurate Materials provided by the Client, or any agent, employee, officer, shareholder, or director of the Client to the Consultant.
16. Entire Agreement; Amendment:
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral, between the parties relating to the subject matter hereof and all past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the parties.
17. Waiver
The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
18. Counterparts.
This Agreement may be executed in counterparts by the various parties. When executed each counterpart shall be deemed to be an original, but all counterparts when taken together shall constitute one and the same instrument. This Agreement may be signed by the parties manually or through use of a digital signature software with audit trail capabilities (clicking the box below).
BY SIGNING UP, TAKING A COURSE, BEING A MEMBER YOU AGREE TO THIS AGREEMENT.