1. The Consultant and the Customer (together referred to as the “Parties”), have agreed that the Consultant shall provide certain services, as defined below, to the Customer, hereby agree to the following terms.
2. Consulting Services. The Consultant is retained by the Customer to provide the consulting services as indicated in this Agreement (the “Services”) as agreed upon between the Parties. Such Services shall be performed by the Consultant or any other person who is approved by the Customer.
3. Services. “Services” means New Business Incorporation Filing Services, Business Consulting Sessions, Business Education Classes or any combination of the two services.
4. Term of Agreement. The Services will commence as of the mutually agreed upon scheduled Business Advising Session, Business Education Classes, or prepaid New Business Incorporation Filing Services. and will continue until the scheduled end time, or as terminated pursuant to this Agreement.
5. Fee for Services. The Customer shall pay 50% of the Consultant the rate quoted by Haus of Bishop, LLC consultant prior to receiving consulting services, or business education classes during the term of this Agreement. The Consultant shall deliver to the Customer invoices in intervals as agreed to by the Parties until the fee for services has been paid in full. The Customer shall pay 100% of the rate quoted by Haus of Bishop, LLC prior to receiving business Incorporation Documentation. Haus of Bishop, LLC reserves the right to refuse a refund to The Customer if The Customer fails to arrive for any scheduled Advising Session and/or Business Education Class.
6. Taxes. Unless the Consultant provides the Customer with a declaration that the Consultant is exempt from payment of applicable sales taxes, the Customer shall pay the applicable sales taxes on the Fees to the Consultant and the Consultant shall be responsible for remitting the goods and services taxes to the appropriate taxation authority.
7. Expenses. The Customer shall assume responsibility for all reasonable expenses necessary to effectively provide its Services under this Agreement. Should the Customer agree to pay for any expenses, these expenses shall be first approved by the Customer or by any other person the Customer should choose to designate.
8. Services. The Consultant shall perform the Services to the best of its ability and to a standard of a reasonable professionalism within the industry of the Services to be provided. Any personnel provided by the Consultant shall perform their work to the same professional standard.
a. Customer Participation Disclaimer Customer is aware their direct involvement in the concept, development, design, process, computer program, invention, procedure, system, writing, drawing, plan, know-how, trade secret, customer list, data, market research, product or service details, economic information, or any other intangible asset of value, which are in any way related to the business of Customer and which are created, developed, invented or written by the Consultant, is required to garner desired results. Haus of Bishop, LLC will not be held liable and will not provide refund for undesired results that are due to Customer’s lack of direct participation.
b. Legal Disclaimer If you have any specific questions about any legal matter Customer is advised to consult your attorney or other professional legal services provider. Haus of Bishop, LLC will not be held liable for Customer’s misinterpretation of legal terms, definitions and matters. Haus of Bishop, LLC is not responsible for interpreting state statutes or providing accurate legal advice. Customers are fully responsible to know, understand, and interpret their state’s statues and legal requirements.
9. Time of Services. The Consultant shall devote the required time to the completion of the Services for the Customer. It shall be a material term of this Agreement that the Consultant shall complete the Services within the time period as agreed to by the Parties.
10. Conflicts. The Consultant shall not be restricted in offering its services to other individuals or businesses while the Services are being offered, unless doing so would be in conflict with the interests of the Customer.
11. Rules and Regulations. The Consultant and its employees, personnel and contractors shall always comply with any necessary laws, codes and regulations as well as the rules and regulations of the Customer, so long as the Customer has made the Consultant reasonably aware of these rules and regulation.
12. Non-Competition. During the term of this Agreement, until its termination, the Consultant shall not engage in any activity which would be competitive with those activities of the Customer in which the Consultant was or is involved, or where the Consultant gained confidential or sensitive information of the Customer, directly or indirectly through the provision of the Services. For further clarity, this Non-Compete is to be spatially restricted to areas and locations that the Customer actually operates in.
13. Confidential Information.
a. “Confidential Information” means all information and data, including, but not limited to, all business, planning, performance, financial, product, trade secrets, technical, sales, marketing, contractual, employee, Consultant and customer information and data, disclosed orally, in writing or electronically to the Consultant by the Customer hereunder. Confidential Information shall not include information which (i) is or becomes generally available to the public without the Consultant’s fault, (ii) is lawfully obtained by Consultant from a third party or parties unconnected to the Customer, without breach of any confidentiality obligations hereunder, or (iii) is required to be disclosed by law.
b. The Consultant shall maintain the confidentiality of all Confidential Information disclosed to it and shall take all necessary precautions against unauthorized disclosure of the Confidential Information. The Consultant shall not directly or indirectly disclose, allow access to, transmit or transfer any Confidential Information to any third party without the prior written consent of Customer. The Consultant shall not use or copy any Confidential Information except as may be reasonably required to perform the Services.
c. The Consultant acknowledges that the Customer has received and in the future may receive from third parties their confidential or proprietary information subject to a duty on the part of the Customer to maintain the confidentiality of such information and to use it only for certain limited purposes. The Consultant shall hold all such confidential or proprietary information in the strictest confidence and shall not disclose it to any person, firm or corporation or use it except as necessary in providing the Services hereunder in a manner consistent with the Customer's agreement with such third party.
d. The Consultant shall ensure that each employee and contractor who is provided access to the Customer Confidential Information executes a confidentiality agreement pursuant to which such employee or contractor is obligated to protect the Customer Confidential Information to the same extent as the Consultant is required to protect such information hereunder. The Consultant shall provide copies of such executed documents to the Customer upon request.
e. Upon the request of Customer, and in any event upon the termination or expiration of this Agreement, the Consultant shall immediately return to Customer all materials, including all copies in whatever form, containing any Confidential Information which are in the Consultant's possession or under its control.
f. The Consultant represents and warrants to Customer that (i) its performance hereunder shall not breach any agreement or other obligation to keep confidential the proprietary information of any prior employer or client of the Consultant or any other third party, and (ii) it will not bring to Customer, and shall not use in the performance of its work with Customer, any trade secrets, confidential information and other proprietary information of any prior employer or client of the Consultant or any other third party.
14. Consultant Not an Employee. The Consultant and any of its employees or personnel who may be providing the Services under this Agreement are not employees of the Customer and are not entitled to receive any benefits from the Customer. Further, the Customer shall not be required to make contributions for employment insurance, provincial/state or federal pension plans, workers’ compensation or similar premiums, employer health tax and other similar levies on behalf of any of the Consultant’s employees or personnel.
15. Consultant Shall Not Contract. The Consultant shall not, nor shall any employee of the Consultant without the prior written consent of the Customer, enter into any contract on behalf of Customer or bind Customer in respect whatsoever. For further clarity, the Consultant does not have legal or business decision making authority on behalf of the Customer except where otherwise consented to in writing by the Customer.
16. Termination by Customer or Consultant without Notice. The Customer or the Consultant may terminate this Agreement (the “Terminating Party”) at any time in the event that either of the Parties breaches any part of this Agreement (the “Breaching Party”), so long as prior written notice is given by the Terminating Party and the breach is not remedied by the Breaching Party within 30 Business Days, defined as any day that is not a Saturday, Sunday or Statutory Holiday in the jurisdiction set forth at Section 28 herein.
17. Termination by Customer or Consultant on Notice. The Customer may terminate this Agreement at any time for convenience upon 10 Business Days prior written notice to the other party.
18. Provisions Operating following Termination. Following the termination of this Agreement for any reason, with or without cause, the provisions of paragraphs 5,12, 13, 14, 15, 16, 17 and 18 and any other provisions of this Agreement necessary to give those paragraphs power shall continue in full force and effect.
19. Assignment. This Agreement shall be to the benefit of, and binding upon, the successors and permitted assigns of the Customer and the Consultant. The Consultant may not assign its rights or obligations under this Agreement without the prior written consent of the Customer.
20. Amendments. For any amendment to this Agreement to be valid or binding it must be in writing and signed by both parties.
21. Severability. Each of the paragraphs contained in this Agreement is distinct and severable and a declaration of invalidity, illegality or unenforceability of any provision or part by a court of competent jurisdiction shall not affect the validity or enforceability of any other paragraph of this Agreement.
22. Notices. Any notice to be made or given under this Agreement shall be given in writing and may be made by personal delivery or by electronic mail to the following recipient at the addresses below:
TO: Customer’s email address
TO: hausofbishopconsulting@gmail.com
Notice given by personal delivery shall be deemed to have been given on the day of delivery, and if given by registered mail, on the third day following delivery of the notice.
28. Governing Law. This Agreement shall be governed by and constructed in accordance with the laws of Missouri and the federal laws applicable therein.
The parties have executed this Agreement effective on the date Customer purchases goods and/or services from Haus Of Bishop,LLC