Exhibit A
Updated September 20, 2021
These Remote COO Terms and Conditions in combination with the signed Engagement Letter (“Engagement Letter”), hereby together known as the “Agreement”, shall govern the provision of services specified by Remote COO (“Company”) to the Client (“Client”), collectively referred to herein as the “Parties”. This Agreement is deemed effective upon Client emailing a copy of the executed Agreement to Company (the “Effective Date”). Services as outlined in the Engagement Letter and defined by the Terms and Services will be hereby known as the “Services”.
The Terms and Conditions are subject to change by Company at any time in its sole discretion. When changes are made, the updated Terms and Conditions will be made available on Company’s website. Any changes will take effect upon their posting, unless notice is otherwise provided to you. Disagreement with any change(s) will result in termination of the Agreement between Client and Company. Continued use of the Services and/or payment for such Services resulting from this Agreement will be deemed acceptance of such change(s).
1. Retainer / Project Plan. Client may enlist in a retainer or project plan by executing the Engagement Letter with Company. As defined by the Engagement Letter, a retainer plan continues month-to-month with no predetermined termination date, while a project plan has a defined start and end date. All terms outlined in this section apply to both retainer plans and the project plans. Client shall pay Company a monthly fee in the amount indicated in the Engagement Letter. The Parties recognize Company’s Services in pursuit of a specific business goal does not guarantee full realization or achievement of the intended goal. Client shall pay such fee in advance of Services being performed, by the first of each month. In many instances, Company will incur fees and expenses on Client’s behalf in the performance of the Services. Such fees and expenses shall be subject to Client’s approval prior to their incurrence and will be invoiced to Client on a monthly basis. Such invoice shall be due within 15 days of its receipt by Client. Alternatively, and upon agreement of Client and Company, Client may provide Company with either cash or debit/credit cards to fund such fees and expenses. All past due invoices will be subject to a late charge of 1.5% of the amount past due per month from the date of the original invoice. Either party may terminate this Agreement with or without cause upon thirty (30) days prior written notice of termination, during which time Company will continue to provide Services (unless the reason for termination is Client’s non-payment hereunder, in which case Company may terminate this Agreement immediately) and Client shall continue to provide compensation and reimbursement pursuant to this Agreement.
2. No Hiring of Employees. Client agrees to not, directly or indirectly, solicit or induce—or encourage a third party to solicit or induce—any employee of the Company to terminate an employment relationship with the Company to obtain employment or engage in a contract for services of a similar nature with another entity besides Company for employee’s duration of employment with the Company and a period of two (2) years following the date of employee’s termination or departure from the Company.
The Parties recognize and understand that Company’s loss of any employee can (i) harm the Company’s reputation of retaining proficient, capable, quality employees, (ii) interfere with existing projects and contracts, and (iii) may result in financial damage to Company. Upon any breach of this section, Client shall pay liquidated damages in the amount of $50,000 per employee hired by Client. In the event that Client has made the employee’s services available to any third party, the third party will be considered an extension of Client for the purposes of this section, and the hiring of the employee by any third party will be deemed hiring of such employee by Client.
3. Confidentiality. Parties mutually agree to protect and maintain confidential all information acquired, developed, or used by one another pertaining to business resulting from this Agreement. The Parties recognize, acknowledge and agree that the Parties will be provided with and have access to trade secrets, information not generally available to the public, and other confidential information of both Client and its clients and Company (hereinafter “Confidential Information”) and that all information exchanged between the Parties is proprietary. Except as limited below, the Parties will not, during or after the term of this Agreement, make any use of, communicate, or otherwise disclose any of such Confidential Information to any person, corporation, association, or other entity for any reason, except with the prior written consent of the owning Party, as applicable.
Confidential Information shall not include information which: (i) was known to the other party and reduced to writing prior to the time of disclosure; (ii) is or becomes generally available to the public through no breach of any agreement or other wrongful act by Company or Client; (iii) was lawfully received by the other party from a third party without any obligation of confidentiality; or (iv) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority.
Confidential Information includes materials created in pursuit of Services and all other files, records, accounting data, forms, documents, drawings, prospect lists and similar items relating to the business conducted by the owning party, whether prepared by the Client and/or Company or otherwise coming into either Parties’ possession (the “Files and Records”) and shall remain the sole and exclusive property of the owning party, as applicable. Parties shall return all Confidential Information and Files and Records owned by the other party, without retaining any copies, within either five (5) days after termination of this Agreement or within ten (10) days after receiving a request for such Confidential Information.
4. Third Party Disclosure and the Use of Third Party Services. We may send your authorization, once with respect to each vendor, to transmit Confidential Information that you provide to us to third parties in order to facilitate delivering Services to you. Examples of such transmissions may include the access to your contact information by members of our team (employees, administrative assistants, or third party developers), transfer of files via the internet, online back-up services, web site developer and hosting services (for order processing), credit card processing company, etc. We only work with established, reputable companies that have demonstrated their commitment to safeguarding your data. Please feel free to inquire if you would like additional information regarding the third parties we engage with to deliver you our services.
5. Independent Contractor. Company is and shall perform Services for Client as an independent contractor, and as such, shall exercise exclusive control over all of its employees, agents, subcontractors and operations. Neither Company nor its employees shall be deemed to be the agent, representative, employee or servant of Client.
6. Allocation of Liability. Client, on behalf of himself/herself/itself and its officers, members, employees, agents, and consultants, waives all rights to recover from, and hereby forever agrees to release Company and its owners, employees, and agents from any and all claims arising out of or relating to this Agreement or Services provided hereunder, whether such Services are provided by Company or one of its subcontractors or independent contractors; provided, however, that nothing contained in this sentence shall prevent Client from asserting a claim for damages proximately caused by Company’s gross negligence or willful misconduct. Furthermore, and notwithstanding the foregoing, Company shall not be liable to Client for punitive, indirect, incidental, special or consequential damages, including, without limitation, loss of profits, data, income, or business opportunities. Company’s total liability shall not exceed the value of services provided by Company as agreed to herein. The Company utilizes third party services and is not liable for any loss of Services due to their failure. Further, Company shall not be liable for its failure to perform Services to the extent such failure is due to an act or other event beyond Company’s control, including, but not limited to, acts of God, war, terrorism, pandemic, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, or other materials.
7. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas, without regard to the principles of conflict of law thereof. The Parties hereby agree that all disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Houston, Texas.
8. Marketing. Client agrees to allow Company to use Client’s logo and name on Company’s website and other marketing materials for the sole purpose of identifying Client as a client of Company.
9. Limitation Period and Costs of Enforcement. Client and Company agree any cause of action arising out of or related to this Agreement and associated Services must commence within one (1) year of either (i) when the claim or controversy arises or (ii) the termination of the agreement, whichever occurs earlier. Such cause of action will be permanently barred unless raised within this time period.
In the event a party is adjudged to be in breach of this agreement, the party in breach shall reimburse the non-breaching party for its reasonable out-of-pocket costs of enforcing the provisions of this agreement, including reasonable attorneys’ fees and disbursements.
10. Severability. Wherein any provision of this Agreement is held unenforceable or invalid, the remaining provisions shall remain in full force and effect. The contested provision will then be construed in such a manner to reflect the original intention of the Parties and applied accordingly within the extent of the law.
11. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. Sections 3 through 10 hereof, and the fees and expenses provision of the Engagement Letter shall survive termination of this Agreement.