Terri Ross Consulting LLC
Service Agreement Terms and Conditions
Overview
This Agreement establishes a business relationship between the Client and Terri Ross Consulting, whereby Terri Ross Consulting will provide the Client with services detailed in each SOW “Services”) in exchange for the fees set forth therein (the “Fees”).
Should there be a need for additional services or projects, or should Client otherwise request services beyond those set forth in a SOW, the additional service and associated costs must be formally agreed upon by the Parties in writing before any such services are initiated.
The rate for any such additional services will be billed at $700 per hour, unless otherwise agreed in writing. Beyond the Fees, the Client will cover any out-of-pocket expenses incurred by the Consultant(s) while performing services on the Client’s behalf. This includes, but is not limited to, expenses related to travel such as flights, hotel accommodations, transportation, meals, and other reasonable expenditures. Terri Ross Consulting will seek and require pre-approval from the Client for any individual expense exceeding $750.00
Terri Ross Consulting informs the Client that the results of the provided training and coaching cannot be guaranteed. While Terri Ross Consulting commits to employing the best practices and methodologies aimed at enhancing the likelihood of success, there are no assurances or guarantees regarding the outcomes of the coaching provided.
In furtherance of the agreement contemplated herein, the Parties agree to execute a Business Associate Agreement, as necessary and legally required, in substantially the form provided to Client by Consultant.
Standard Terms and Conditions
1. Payment
Unless otherwise agreed to in any SOW, prior to TRC performing any Services under this Agreement, Client is required to either (a) pay all Fees in full or (b) provide the initial monthly payment for the Services as set forth in more detail in Section 1.1.2.1 below.
1.1 Unless Client elects to pay all Fees in full pursuant to Section 1.1.1(a), payment of Fees shall be made as follows:
1.2 Initial Payment: The first payment is required upon signing the Agreement or any subsequent SOW.
1.3 Monthly Payments: The payments for the remaining months of Service are payable for each given month on the first of the month.
1.4 All payments made to Terri Ross Consulting under this Agreement are considered final. The Client acknowledges that once Services are rendered or purchased, all Fees are non-refundable.
1.5 Each Statement of Work shall remain in effect for the initial term specified therein. Upon completion of the initial term, the SOW shall continue on an ongoing basis indefinitely until cancelled by either Party with sixty (60) days’ written notice in accordance with Section 9.
1.6 In the interest of maintaining a consistent and productive working relationship, payments delayed beyond fifteen (15) days from their due date will incur a monthly interest charge of one-an- one half percent (1.5%). It’s important to note that significant delays in payment may lead to an interruption in the Services provided, potentially impacting the momentum and success of the coaching program. Should there be a delay in payment beyond a reasonable timeframe, specifically not exceeding thirty (30) days from the start of the Services, such delay will be considered a breach of this Agreement. This breach exempts the Consultant(s) from any obligation to continue providing Services.
2. Consultant IP
Consultant retains all right, title and interest, in and to any and all ideas, concepts, know-how, methodologies, processes, technologies, algorithms, techniques, materials provided to Client or other intellectual property developed, used or otherwise owned, licensed or created by Consultant, including in connection with providing the Services, and any modifications, improvements, derivatives and enhancements to any of the foregoing from any source (“Consultant IP”). Nothing contained in this Agreement will restrict Consultant from the use of any Consultant IP. The Client shall not reproduce, distribute, license, sublicense, sell, transfer, assign, or otherwise commercially exploit the Consultant IP, in whole or in part, without the prior written consent of Consultant.
The Client further agrees not to reverse engineer, decompile, or disassemble any software or materials provided by Consultant under this Agreement. The Client agrees that they will not use the Consultant IP or any derivative thereof to provide consulting, sales, or business development services to any third-party or for their own financial gain outside the terms of this Agreement. Client may be asked to or voluntarily provide Consultant with ideas, suggestions, proposals or other feedback regarding the Services (“Feedback”), but Client has no obligation to do so.
If Client chooses to do so, Client grants to Consultant a perpetual and irrevocable license to use Feedback for any purpose (provided, however, that Client is not identified as the source of such Feedback), including incorporating the Feedback into the Services, or using the Feedback to develop and improve the Services and other products or services without attribution or compensation. Consultant acknowledges that any Feedback is provided on an “as-is” basis with no warranties of any kind.
3. Licenses
Unless otherwise agreed in writing, all materials provided to Client are and shall be considered Consultant IP. Accordingly, and subject to Client’s payment of all applicable Fees and adherence to the terms of this Agreement, Consultant hereby grants to Client a limited, worldwide license to use any materials provided to Client under any SOW solely for Client’s own, internal business purposes.
All other rights are in and to the Consultant IP is hereby reserved by Consultant. To the extent Consultant needs to use and/or incorporate any Client intellectual property in and to the Consultant IP, Client hereby grants Consultant the limited, worldwide right and license to Client intellectual property provided by Client to Consultant solely for the Consultant’s performance of the Services as detailed in the applicable SOW.
4. Confidentiality and Privacy
A Party will not at any time or in any manner, either directly or indirectly, use for the personal benefit of such or for any other purpose not expressly authorized under this Agreement, or divulge, disclose, or otherwise communicate to any third party any plans, strategies, patents, trademarks, copyrights, trade secrets, or other information of any kind possessed by or relating to the other party or their clients, customers, or representatives, nor any other material that is otherwise designated verbally or in writing by the a party as confidential (collectively, “Confidential Information”).
Confidential Information shall include, but is not limited to, information as may be protected as any medical information and related records or documents prepared or held by a Client in connection with the care and services rendered to Client’s medical and other patients. The Parties agree and acknowledge that the Parties are subject to the requirements of the Health Insurance Portability and Accountability Act of 1996 as amended (“HIPAA”), Pub. L. No. 104-191, the privacy standards adopted by the U.S. Department of Health and Human Services (“HHS”) as they may be amended from time to time, 45 C.F.R. parts 160 and 164, subparts A and E, the security standards adopted by HHS as they may be amended from time to time, 45 C.F.R. parts 160, 162, and 164, subpart C, and the privacy provisions (Subtitle D) of the Health Information Technology for Economic and Clinical Health Act, Division A, Title XIII of Pub. L. 111-5, and its implementing regulations, due to their status as a “Covered Entity” or a “Business Associate” (the foregoing laws and regulations are also known herein as “Health Laws”).
As such, each Party shall conform with the HIPAA Privacy Standards as well as with all other applicable laws protecting patient health information. Each Party further agrees to take such steps as are necessary to safeguard the confidential information and prevent disclosure. The terms of this Section 1.3 shall expressly survive the termination of this Agreement. Confidential Information shall not include information that: (a) is or becomes a matter of public knowledge through no fault of a party; (b) was rightfully in a party’s possession free of any obligation of confidence before it was communicated to such party by the other party; (c) was rightfully disclosed to such party by another person without restriction as to use or disclosure; or (d) is independently developed by such party without use of or reference to Confidential Information. Each party will: (a) comply with all applicable laws, rules, and regulations relating to privacy and data protection, including without limitation, the California Consumer Privacy Act, the EU General Data Protection Regulation, the Health Insurance Portability and Accountability Act of 1996, the Gramm–Leach–Bliley Act, and the Payment Card Industry Data Security Standard, as applicable; (b) implement and document appropriate physical, technical, and organizational measures that are no less rigorous than accepted industry practices to protect Personal Data (as defined below) against accidental or unauthorized access, alteration, destruction, disclosure, or use; (c) maintain and comply with a comprehensive written privacy and information security program designed to preserve the confidentiality, integrity, and availability of Personal Data that is no less restrictive than that of the other party’s Privacy Policy; (d) use the Personal Data solely for the purpose of performing its obligations under this Agreement; (e) notify the other Party promptly, and in all cases within forty-eight (48) hours, of any actual or suspected accidental or unauthorized access, acquisition, alteration, destruction, disclosure, or loss of Personal Data (“Security Incident”), including the details of such Security Incident and the actions being taken by such party to mitigate and remediate such Security Incident; and (f) promptly return or destroy all Personal Data and any copies upon the request of the other party.
For purposes of this Section, “Personal Data” means any information provided by the parties or on the parties’ behalf to the other party or that is obtained or otherwise processed by such party in connection with this Agreement that relates to a specific natural person who can be identified, directly or indirectly, such as by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
5. Independent Contractor Status
In performing the Services, Terri Ross Consulting will act and represent itself as an independent contractor and not as an employee or agent of the Client.
6. Client Representation & Warranties
The Client hereby affirms and guarantees to Terri Ross Consulting that: (1) it is properly organized, legitimately exists, and is in compliance with the laws of the state of its incorporation; (2) it possesses the requisite authority to enter into, execute, and fulfill the obligations of this Agreement; (3) the execution, delivery, and performance of this Agreement have been appropriately authorized through all required procedures; and (4) this Agreement is a legal, valid, and enforceable commitment of the Client, subject to the terms herein.
6.1 Except as expressly provided herein, Terri Ross Consulting makes no representation or warranty of any kind, express or implied, with respect to (i) this agreement or the services (which are provided on an “as-is” and “as-available basis”) or (ii) any work, work product or other results arising from or relating to this agreement. Terri ross consulting hereby disclaims all other representations and warranties, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement, and any representations or warranties arising from course of dealing, course of performance or usage of trade. the client assumes all risk with respect to the client’s technology, websites, products and related materials, including all work, work product and materials incorporated therein.
7. Indemnification
The Client shall indemnify, defend and hold Terri Ross Consulting and its officers, directors, employees, agents, subsidiaries and other affiliates harmless against all claims, expenses, or liabilities of any kind (including reasonable attorneys’ fees) relating to or arising out of the Client’s breach of any obligation, representation, or warranty in this Agreement.
8. Limitation of Liability
In no event shall Terri Ross Consulting be liable for any special, indirect or consequential damages, including lost profits or revenues arising out of or related to this agreement regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose, or otherwise and even if advised of the possibility of such damages. In no event shall Terri Ross Consulting’s total liability under this agreement exceed the aggregate amount paid by the client for the six months prior to the event giving rise to the claim.
9. Term & Termination
The term of this Agreement shall commence as of the Effective Date and shall continue until earlier terminated as detailed herein.
Either Party may terminate this Agreement or any SOW due to the other party’s material breach upon 15 days’ prior written notice to the breaching Party specifically identifying the alleged breach, provided that the breaching Party does not cure such breach within the 15-day notice period. Following the completion of the initial term set forth in the applicable SOW, either Party may terminate this Agreement or any SOW by providing sixty (60) days’ written notice.
Upon the expiration or early termination of this Agreement, each Party agrees to promptly return or destroy the confidential Information of the other Party upon request. Those Sections intended to survive termination of this Agreement, including, without limitation, Section 1.2, 1.4, 1.7, 1.8, 1.9 and 1.10.3 will survive the termination of this Agreement for any reason.
Upon termination of this Agreement, the Client shall settle all outstanding fees for Services provided up to the termination date, including compensation for all preparatory work and expenses incurred by Terri Ross Consulting in relation to the Client’s project.
10. Assignment
The Client may not assign or transfer this Agreement, or any rights or obligations herein, without obtaining prior written consent from Terri Ross Consulting. Any attempt to assign or transfer this Agreement without adhering to this stipulation shall be deemed null and void. Subject to this condition, this Agreement shall be binding upon and shall benefit both Parties as well as their respective successors and permitted assigns.
11. Foundational Readiness & Implementation Capacity
- Pause — freeze the engagement for up to sixty (60) days to address the issue, then resume; or
- Resequence — continue the engagement with priorities reordered to address the issue first.
12. Entire Agreement
This Agreement, including any attachments and Statements of Work, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, and communications, whether oral or written.
13. Governing Law and Venue
This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California for any action or proceeding arising out of or relating to this Agreement.
14. Amendments and Modifications
Any changes, adjustments, or amendments to the terms of this Agreement will only be effective if they are made in writing and signed by representatives duly authorized by both Parties. This ensures that any modifications are formally agreed upon and legally binding.
15. Waiver
No waiver by any Party of a breach or omission of any provision of this Agreement in any one instance shall be deemed as a waiver of the same or any other provision in any future instance. All remedies, rights, obligations, and undertakings under this Agreement are to be considered cumulative and not exclusive of any other rights, remedies, obligations, or undertakings provided by law.
16. Severability
The clauses within this Agreement are designed to be severable. Should any part of a provision or an entire provision of this Agreement be deemed invalid or unenforceable, such determination will not impact the validity or enforceability of the remaining provisions. In the event that one or more provisions are found invalid or unenforceable, the remainder of the Agreement will continue to be effective, and these provisions will be interpreted as broadly as necessary to realize the intentions of this Agreement.
17. Counterparts
This Agreement is valid when executed in any number of counterparts, with the possibility of being signed by only some of the Parties. Each counterpart is individually enforceable against the Parties that sign it, and collectively, these counterparts constitute a single agreement. Signatures on this Agreement, including electronic signatures, are considered as valid and original.
18. Notice
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail to the address set forth on the Party’s signature page hereto. Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one (1) business day after deposit with the courier), (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
Client acknowledges and agrees that the following documents are incorporated into this Statement of Work by reference and made part hereof as if fully set forth herein: Terri Ross Consulting Terms and Conditions (https://terrirossconsulting.com/terms-and-conditions/), Terri Ross Consulting Business Associate Agreement, if applicable (https://terrirossconsulting.com/baa/), and Terri Ross Consulting Accessibility Statement (https://terrirossconsulting.com/accessibility-statement/). Client’s execution of this Statement of Work constitutes acceptance of those terms.
