1. Description of Professional Services. Consultant shall perform professional consulting and/or training services (“Services”) as listed on the Customer’s sales quote (the “Sales Quote”). Such Services shall be governed solely under the terms and conditions contained herein. Customer agrees to pay Consultant for such Services within thirty (30) days from receipt of invoice. Unless otherwise noted on the Sales Quote, travel costs and standard expenses for Consultant are not included in the price. Actual and reasonable travel costs and standard expenses incurred in the performance of Services shall be reimbursed at cost supported by copies of actual receipts or other substantiating documentation and shall be billed and payable separately on a monthly basis. Customer shall pay and reimburse all such fees and expenses within thirty (30) days of Customer’s receipt of each such invoice. Travel hours shall not be billed.
2. Any design, concepts, techniques, and any other software techniques used or invented in the course of or as a result of the Services are the property of Consultant, and may be used by Consultant in other business activities, provided such use does not cause the disclosure of information confidential to Customer
3. Consultant warrants to Customer that the Services will be performed by qualified personnel in a professional manner. CONSULTANT MAKES NO OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OF THEIR PARTY RIGHTS. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, EITHER IN CONTRACT OR TORT, WHETHEROR NOT THE POSSIBILITY OF SUCH DAMEAGES HAS BEEN DISCLOSED TO CONSULTANT IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN BY CONSULTANT. CONSULTANT’S ENTIRE AGGREGATE LIABILITY UNDER ANY PARTICULAR SALES QUOTE AND/OR STATEMENT OF WORK SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER UNDER SUCH SALES QUOTE AND/OR STATEMENT OF WORK. BOTH PARTIES AGREE THAT THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE CHARGES TO BE PAID BY CUSTOMER UNDER THE APPLICABLE SALES QUOTE AND/OR STATEMENT OF WORK AND THE LIMITATIONS SET FORTH IN THIS SECTION, REFLECTS THE ALLOCATION OF RISK UNDERSTOOD AND AGREED UPON BY THE PARTIES.
4. The relationship between Customer and Consultant for any such Services shall be that of independent contractors.
5. These Terms and Conditions, the Statement(s) of Work and the Sales Order Quote(s) between the parties with respect to any Services to be performed (the “Agreement”) set forth the entire understanding of the parties and supersedes any prior negotiations, understandings or agreements with respect to the subject matter hereto. Any terms and conditions of any purchase order or other instrument issued by Customer in connection with such Services which are in addition to, inconsistent with or different from the terms and conditions of this Agreement will be of no force or effect.
