We believe service agreements should be simple and fair. This Agreement is written in plain English to provide a clear understanding of our relationship.
PartiesThis Agreement is between The Harman Group Inc. DBA The Harman Media & Marketing Group, a Colorado Corporation, with a mailing address of 635 Southpointe Ct, Suite 220, Colorado Springs, CO 80906 (“The Harman Media & Marketing Group”) and the individual or entity named on the Signature Page (“Client”).
ServicesThe Harman Media & Marketing Group will deliver, and Customer will pay for the Services described in the attached Scope of Work (“SOW”) and Monthly Billing Authorization Form (“MBA”). The terms and conditions in this Agreement shall govern our relationship. If there is ever a conflict between this Agreement and an attached SOW or MBA, this Agreement shall control.
PaymentCustomer will pay The Harman Media & Marketing Group the Service Fee indicated in the attached MBA in U.S. Dollars. Customer will make their first payment on the Start Date indicated in the MBA and the Start Date will be Customer’s recurring Billing Date (“Billing Date”). The Harman Media & Marketing Group will charge the Customer’s credit card (or Invoice the Customer) on the Billing Date. If Customer fails to make full payment by the Billing Date, The Harman Media & Marketing Group will terminate this Agreement if the Customer is more than ninety (90) days late,
Additional FeesCustomer shall not be liable to pay The Harman Media & Marketing Group any additional fees or third-party costs beyond those listed in the attached SOW and MBA unless expressly agreed to in writing.
Customer ResponsibilityCustomer must make its team available to The Harman Media & Marketing Group and provide information The Harman Media & Marketing Group needs to deliver the Services. If Customer fails to provide access to key personnel or the information necessary for The Harman Media & Marketing Group to deliver the Services, Customer shall not hold The Harman Media & Marketing Group liable for failure to deliver the Services.
WarrantiesThe Harman Media & Marketing Group presents and warrants that it has qualified personnel, appropriate facilities, and adequate resources to deliver the services in a timely and efficient manner. Furthermore, The Harman Media & Marketing Group represents and warrants that its personnel have the necessary experience required to perform the services in a competent and professional manner.
EXCEPT AS OTHERWISE STATED IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE HARMAN MEDIA & MARKETING GROUP NEITHER ASSURES NOR ASSUMES ANY LIABILITY TO ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF SERVICES. THE HARMAN MEDIA & MARKETING GROUP DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE COMPLETE, FREE FROM ERROR OR THAT THE SERVICES WILL PRODUCE ANY SPECIFIC RESULTS. THE HARMAN MEDIA & MARKETING GROUP DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SERVICE, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE.
Limitation of LiabilityTHE HARMAN MEDIA & MARKETING GROUP SHALL HAVE NO LIABILITY UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT FOR ANY LOSS, LOSS OF PROFIT OR REVENUE OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, REGARDLESS OF WHETHER THE HARMAN MEDIA & MARKETING GROUP KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE HARMAN MEDIA & MARKETING GROUP’S STOTAL CUMULATIVE LIABILITY, INCLUDING ATTORNEYS’ FEES, UNDER THIS AGREEMENT EXCEED THE FEES PAID TO THE HARMAN MEDIA & MARKETING GROUP BY CUSTOMER OVER THE 6 MONTHS PRECEDING THE DATE OF THE INCIDENT THAT LED TO THE LIABILITY.
RelationshipThe Harman Media & Marketing Group will deliver the Services to Customer as an independent contractor.
TermThe initial term of this agreement is one (1) month and shall automatically renew monthly until it is terminated by either Party.
Pausing, Downgrading or Terminating ServicesEither Party may pause, downgrade, or terminate this Agreement for any reason by giving the other Party thirty (30) calendar days written notice.Written notice must be given by either emailing firstname.lastname@example.org or sent via Registered U.S Mail to The Harman Media & Marketing Group, 635 Southpointe Ct, Suite 220, Colorado Springs, CO 80906.Customer must pay The Harman Media & Marketing Group in full for all Services delivered by The Harman Media & Marketing Group under this Agreement prior to the effective date of any pause, downgrade, or termination.
Mutual Non-SolicitationBoth Parties agree to not knowingly solicit the other Party’s employees for the purpose of employment during the term of this agreement and for a period of one (1) year after the Agreement has been terminated. If either party does solicit the other’s employee, and the employee departs the employing firm for employment at the other parties’ company, a fee equal to one year’s base pay will be due as compensation.
Mutual Non-DisclosureThe Harman Media & Marketing Group and Customer will not sell, distribute or otherwise share the other Party’s Confidential Information without the express written consent of the other Party. Confidential Information means any information, technical data or know-how (whether disclosed before or after the date of this Agreement), including, but not limited to, information relating to business, product or service plans, financial projections, customer lists, business forecasts, sales, merchandising, human resources, patents, patent applications, computer object or source code,research, inventions, processes, designs, drawings, engineering, marketing or other information which would appear to a reasonable person to be confidential or proprietary.
Confidential Information does not include information, technical data or knowledge which was in the possession of the Receiving Party at the time of disclosure by the Disclosing Party or becomes public knowledge through no act or fault of the Receiving Party. The Harman Media & Marketing Group and Customer will not make disparaging statements, in any form, about the other Party’s company, employees, agents, products or services.
This non-disclosure clause extends and applies to any employees, independent contractors or other third parties working with or on behalf of The Harman Media & Marketing Group or Customer.
Mutual IndemnificationThe Harman Media & Marketing Group and Customer agree to indemnify, defend, and hold the other Party harmless against any and all liability, claims, costs or expenses of 3rd parties arising directly or indirectly out of a breach of the terms and conditions of this Agreement by the indemnifying Party.
Entire AgreementThis Agreement constitutes the entire agreement between the Parties, and supersedes any prior understanding or agreement, oral or written, relating to the Services.
Electronic ExecutionThis Agreement and any attached SOW or MBA executed via a secure electronic signature platform using electronic signatures. The individuals signing this Agreement and any attached SOW or MBA represent that Customer duly authorizes them to do so.
SeverabilityIf any of the provisions of this Agreement become invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected.
WaiverTo be effective, a waiver of any breach of this Agreement or any attached SOW or MBA must be expressly agreed to by both The Harman Media & Marketing Group and Customer in writing.
ModificationTo be effective, any alterations or modifications of this Agreement or any attached SOW or MBA must be expressly agreed to by both The Harman Media & Marketing Group and Customer in writing.
Force MajeureEither party will be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control. Force Majeure Events means any failure of performance due to causes beyond Company’s reasonable control, including but not limited to labor disputes, civil disturbance, war, war-like operations, invasions, rebellion, hostilities, acts of terror, military or usurped power, sabotage, governmental regulation or controls, fires, power fluctuations or outages, telecommunication fluctuations, telecommunication outages, telecommunication delays, failure or degradation in telecommunications services, hostile attacks, public network or Internet congestion, mechanical defects, or other casualty, hurricanes, tornadoes or like adverse weather of unusual amount, intensity or duration, or acts of God.Additional Force Majeure Events – Although unlikely, additional Force Majeure Events mean any failure of performance due to causes beyond Company’s reasonable control, which may include rogue mercenary groups, pirates, alien invasions, meteorite or asteroid collisions, black holes, dark matter explosions, The Apocalypse or general fulfillment of prophecy, shifting of the time space continuum, accidental or intentional destruction of the galaxy and/or any other occurrences beyond its immediate control.
SurvivalThe following sections of this Agreement shall survive termination of this Agreement and shall continue in full force and effect until fully satisfied.PaymentMutualNon-Solicitation MutualNon-Disclosure Mutual Indemnification WarrantiesLimitation of Liability AssignmentGoverning Law
Governing LawThis Agreement shall be governed and interpreted by the laws of the State of Colorado. Any disputes shall be settled in a court of law in the County of El Paso in the State of Colorado.
NoticesTo be effective, any notification of a breach of this Agreement or other notice required under this Agreement must be emailed to email@example.com or sent via Registered U.S Mail to The Harman Media & Marketing Group, 635 Southpointe Ct, Suite 220, Colorado Springs, CO 80906.
MiscellaneousSection headings are for convenience only and are not intended to be part of this Agreement or used for interpretation of any terms and conditions.
Scopes of Work and Monthly Billing Authorization Forms are integral parts of this Agreement and are fully incorporated into this Agreement.
This Agreement shall be construed as if it was jointly prepared.
Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine, and vice versa.