SnappTraffic Consulting Agreement

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SnappTraffic Consulting Agreement

Thank you so much for choosing to work with SnappTraffic.com. We look forward to helping you get the answers and assistance that you need. Before your first session, please read through the consulting agreement below and certify your agreement with it by selecting the box below and clicking submit.

800-422-6490

First Name M.I. Last Name

CONSULTING SERVICES AGREEMENT
THIS AGREEMENT ("Agreement") is entered into on the date associated with this form submission, between SnappTraffic Consulting ("Consultant"), with its principal place of business located at 9 Cherry Pl., Huntington, NY, 11743 and the undersigned and shall be affective the same date.
RECITALS

WHEREAS, Consultant is engaged in the business of providing Salesforce.com Consulting and WHEREAS, Client wishes to utilize the services of Consultant in connection with Design, Customization, Implementation of Salesforce.com and training the users of Salesforce.com in its proper function and use.
NOW, THEREFORE, Consultant and Client agree as follows:

1.         Scope of Services

Consultant will perform the following work ("Consultant's Work" or the "Work") for Client in accordance with plans developed together with Client and Consultant on an ongoing basis. Client agrees to cooperate with Consultant's reasonable requests with respect to the scheduling and performance of the work.

2.         Price and Payment Terms

A. Price - Client agrees to pay Consultant for Consultant's Work at the rate of $95 per hour. Consultant is being hired on an hourly basis to perform Consulting Services and to provide the deliverables developed as the project progresses.

B.  Invoices - Consultant will maintain records of hours and tasks performed which will be submitted to Client upon request and at the end of each month. Services will be invoiced on a monthly basis for work that will continue in an ongoing basis. For that work which will consist of one session only, an invoice will be sent immediately upon completion of work and billed at that time.

C. Payment   - Payment will be collected by charging the Client’s credit card. A credit card number will be collected before work begins. Payment. Client may not withhold any amounts due hereunder and Consultant reserves the right to cease work without prejudice if amounts are not paid when due. Any late payment will be subject to any costs of collection (including reasonable legal fees).

D.  Expenses and Taxes - Prices quoted for Services do not include and Client will reimburse Consultant for its reasonable and necessary cost of travel and out-of-pocket costs for photocopying, overnight courier, unusual long distance telephone and the like. All non-local trips must be approved by Client before commencing. Any applicable sales tax is to be paid by Client.

3.         Term and Termination

Unless terminated as provided herein, this Agreement shall extend to and terminate upon completion of Consultant's Work as provided herein. Client may terminate this Agreement without cause upon thirty (30) days written notice. In the event of termination without cause, Client agrees to pay Consultant for all of Consultant's Work performed up to the date of termination. Either party may terminate this agreement for material breach, provided, however, that the terminating party has given the other party at least 21 days written notice of and the opportunity to cure the breach. Termination for breach shall not preclude the terminating party from exercising any other remedies for breach.

4.         Ownership of Intellectual Property

To the extent that Consultant has received payment of compensation as provided in this Agreement, Consultant hereby assigns to Client all right, title, and interest in any intellectual property created or developed by Consultant for Client under this agreement.

5.         Confidential Information

A.         All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, shall be held in confidence by Consultant and shall not be disclosed or used by Consultant except to the extent that such disclosure or use is reasonably necessary to the performance of Consultant's Work.

B.         All information relating to Consultant that is known to be confidential or proprietary, or which is clearly marked as such, shall be held in confidence by Client and shall not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client's duties and obligations under this Agreement.

C.         These obligations of confidentiality shall extend for a period of 1 Year after the termination of this agreement, but shall not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation.

6.         Warranty and Disclaimer

Consultant warrants that Consultant's Work will be provided in a workmanlike manner, and in conformity with generally prevailing industry standards. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.

7.         Limitation of Remedies

Client's sole and exclusive remedy for any claim against Consultant with respect to the quality of Consultant's Work shall be the correction by Consultant of any material defects or deficiencies therein, of which Client notifies Consultant in writing within ninety (90) days after the completion of that portion of Consultant's Work. In the absence of any such notice, Consultant's Work shall be deemed satisfactory to and accepted by Client.

8.         Limitation of Liability

In no event shall Consultant be liable for any loss of profit or revenue by Client, or for any other consequential, incidental, indirect or economic damages incurred or suffered by Client arising as a result of or related to Consultant's Work, whether in contract, tort, or otherwise, even if Client has advised of the possibility of such loss or damages. Client further agrees that the total liability of Consultant for all claims of any kind arising as a result of or related to this Agreement, or to any act or omission of Consultant, whether in contract, tort or otherwise, shall not exceed an amount equal to the amount actually paid by Client to Consultant for Consultant's Work during the twelve (12) month period preceding the date the claim arises. Client shall indemnify and hold Consultant harmless against any claims by third parties, including all costs, expenses and attorneys' fees incurred by Consultant therein, arising out of or in conjunction with Client's performance under or breach of this Agreement.

9.         Relation of Parties

The performance by Consultant of its duties and obligations under this Agreement shall be that of an independent contractor, and nothing herein shall create or imply an agency relationship between Consultant and Client, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties.

10.       Employee Solicitation/Hiring

During the period of this agreement and for twelve (12) months thereafter, neither party shall directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor, or former subcontractor of the other. The terms "former employee" and "former subcontractor" shall include only those employees or subcontractors of either party who were employed or utilized by that party on the Effective Date of this Agreement.

11.       Miscellaneous Provisions

A.         Consultant agrees to notify client, in writing if requested, if intending to subcontract any part of the Work to an independent contractor. Except as provided herein, neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.

B.         Any dispute arising under this Agreement shall be subject to binding arbitration by a single Arbitrator, in accordance with its relevant industry rules, if any. The parties agree that this Agreement shall be governed by and construed and interpreted in accordance with the laws of New York. The arbitration shall be held in New York. The Arbitrator shall have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.

C.         If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs.

D.         If any term of this Agreement is found to be unenforceable or contrary to law, it shall be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

E.         Neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay is caused by events or circumstances beyond the delayed party's reasonable control.

F.         The waiver by any party of any breach of covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

G.         This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.