Technical Consulting Agreement
This Technical Consulting Agreement is made effective as of the date of purchase, by and between purchaser and Nijee Holdings Inc., of Milwaukee, Wisconsin.
In this Agreement, the party who is contracting to receive services shall be referred to as "COMPANY", and the party who will be providing the services shall be referred to as "Nijee Holdings Inc.".
Nijee Holdings Inc. has a background in Enterprise IT Services and is willing to provide services to COMPANY based on this background.
COMPANY desires to have services provided by Nijee Holdings Inc..
Therefore, the parties agree as follows:
DESCRIPTION OF SERVICES. Beginning on the date of purchase, Nijee Holdings Inc. will provide certain technical consulting services for the implementation or use of the Supported Software to the Company including the following services (collectively, the "Services"): advisory in data integration and IT operations
PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Nijee Holdings Inc. shall be determined by Nijee Holdings Inc.. COMPANY will rely on Nijee Holdings Inc. to work as many hours as may be reasonably necessary to fulfill Nijee Holdings Inc.'s obligations under this Agreement.
PRIORITY OF REQUEST FOR SERVICES. Consultant utilizes the following two priority levels to allow Company to categorize the request:
Priority 1 - Normal Request Consultant will provide an initial response regarding the request within twenty four (24) hours.
Priority 2 - Priority Request Consultant will provide an initial response regarding the request within twelve (12) hours (Monday-Friday) or within twenty four (24) hours (Saturday and Sunday). Priority will be given to Priority requests over Normal requests.
PAYMENT. COMPANY will pay a fee to Nijee Holdings Inc. for the Services based on $500.00 per month (or lower if discount is authorized). This fee shall be payable monthly, no later than the first day of the month following the period during which the Services were performed.
EXPENSE REIMBURSEMENT. Nijee Holdings Inc. shall be entitled to reimbursement from COMPANY for the following "out-of-pocket" expenses: Social Media and/or other Online Advertisement/promotional costs.
SUPPORT SERVICES. COMPANY will not provide support services, including office space and secretarial services, for the benefit of Nijee Holdings Inc..
NEW PROJECT APPROVAL. Nijee Holdings Inc. and COMPANY recognize that Nijee Holdings Inc.'s Services will include working on various projects for COMPANY. Nijee Holdings Inc. shall obtain the approval of COMPANY prior to the commencement of a new project.
TERM/TERMINATION. This Agreement may be terminated by either party upon 30 days written notice to the other party.
RELATIONSHIP OF PARTIES. It is understood by the parties that Nijee Holdings Inc. is an independent contractor with respect to COMPANY, and not an employee of COMPANY. COMPANY will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Nijee Holdings Inc..
EMPLOYEES. Nijee Holdings Inc.'s employees, if any, who perform services for COMPANY under this Agreement shall also be bound by the provisions of this Agreement.
INJURIES. Nijee Holdings Inc. acknowledges Nijee Holdings Inc.'s obligation to obtain appropriate insurance coverage for the benefit of Nijee Holdings Inc. (and Nijee Holdings Inc.'s employees, if any). Nijee Holdings Inc. waives any rights to recovery from COMPANY for any injuries that Nijee Holdings Inc. (and/or Nijee Holdings Inc.'s employees) may sustain while performing services under this Agreement and that are a result of the negligence of Nijee Holdings Inc. or Nijee Holdings Inc.'s employees.
INTELLECTUAL PROPERTY. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, "Intellectual Property"):
Consultant's Intellectual Property. Nijee Holdings Inc. personally holds an interest in the Intellectual Property that is described on the attached Exhibit A and which is not subject to this Agreement.
Development of Intellectual Property. Any improvements to Intellectual Property items listed on Exhibit A, further inventions or improvements, and any new items of Intellectual Property discovered or developed by Nijee Holdings Inc. (or Nijee Holdings Inc.'s employees, if any) during the term of this Agreement shall be the property of Nijee Holdings Inc., subject to the irrevocable right and license of COMPANY to make, use, and/or sell products and services derived from any such Intellectual Property without payment of royalties. Such rights and license will be exclusive for the term of this Agreement, and any extensions or renewals of this Agreement. After termination of this Agreement, such rights and license shall be nonexclusive, but shall remain royalty-free. Each party shall execute such documents as may be necessary to perfect and preserve the rights of either party with respect to any such Intellectual Property.
CONFIDENTIALITY. COMPANY recognizes that Nijee Holdings Inc. has and will have the following information:
- future plans
- business affairs
- process information
- trade secrets
- technical information
- customer lists
and other proprietary information (collectively, "Information") which are valuable, special and unique assets of COMPANY and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Nijee Holdings Inc. agrees that Nijee Holdings Inc. will not at any time or in any manner, either directly or indirectly, use any Information for Nijee Holdings Inc.'s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of COMPANY. Nijee Holdings Inc. will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.
UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Nijee Holdings Inc. has disclosed (or has threatened to disclose) Information in violation of this Agreement, COMPANY shall be entitled to an injunction to restrain Nijee Holdings Inc. from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. COMPANY shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
FORCE MAJEURE. Except for the payment of any fees due and payable under this Agreement, neither party's delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, failures in electric power or telecommunications services, or any other event beyond the control of the party.
DISCLAIMER OF WARRANTIES. Except as otherwise expressly provided in this Agreement, Consultant disclaims any and all promises, representations and warranties, express or implied, with respect to the supported software, corrections and the services provided as above, including promises, representations and warranties as to condition, the existence of any latent or patent defects, merchantability or fitness for any particular purpose, non-infringement, or any implied warranty of information content or system integration.
Without limiting the generality of the foregoing disclaimer, Consultant does not warrant that its advice or programming on behalf of the Company will be error free.
Consultant shall have an obligation to correct demonstrated errors in the operation of the Supported Software which may appear as a result of incorrect provision of the Services, for a period agreed upon by the parties following delivery of the Services.
Consultant shall not have any obligation to correct errors in the operation of the supported software if the programming code has been modified by company or by any other party.
RETURN OF RECORDS. Upon termination of this Agreement, Nijee Holdings Inc. shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Nijee Holdings Inc.'s possession or under Nijee Holdings Inc.'s control and that are COMPANY's property or relate to COMPANY's business.
NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addresses provided from Company during purchase for notices from Nijee Holdings Inc. and to firstname.lastname@example.org for notices to Nijee Holdings Inc. as follows:
Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Wisconsin.
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