Partner Additional Terms of Service

Overview

The follow are the “Partner Terms” that describe the additional Terms of Service entered into by Tuck Consulting Group, LLC (“Partner”) and the Customer (“Customer”).

Additional Assumptions

The following assumptions are made about the Services:

• All work will be conducted remotely for the safety and convenience of both the Customer and the Partner.
• Periodic status meetings will be conducted to update stakeholders on the project’s status and demo new functionality. Additional meetings may be scheduled to gather more information, provide training, or conduct working sessions.
• Users on the Client team are expected to complete the self-led training provided by the Contractor.
• Client will designate the steering committee (no more than 3 members) and champions from every department/team.

Payment to Contractor

Partner will submit invoices to Customer electronically via HubSpot and the Customer shall make payment to Partner by the HubSpot invoice or ACH. Customer will make full payment of estimated hours allotted for project (“Investment“) prior to commencement of services.

Non-Transferable Payment

The Services provided in this SOW are non-cancelable and the associated fees paid or payable are non-refundable and cannot be used as a credit towards any other amounts due to Partner without Partner’s prior written consent, which may be withheld in its sole discretion.

Indemnification

Partner agrees to indemnify the Customer against all damages caused by the Partner’s negligent performance of the professional services included in this SOW. The Customer agrees to indemnify the Partner against all damages caused by the Customer’s negligent acts. Neither the Customer nor the Partner shall be obligated to indemnify the other party in any manner whatsoever for the other party’s negligence.

Ownership of Work Product

Upon completion of Partner’s services hereunder, all work and work product produced by Partner, including, without limitation, all trademarks, copyrights and patents related thereto, shall be the sole property of the Customer or any client of the Customer designated as the owner by the Customer or its affiliates, regardless of the medium in which the work or work product exists. The Partner may use anonymized versions of the work products from this engagement as samples of work for future engagements with other clients.

Confidentiality

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes, but is not limited to, non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services and your Content (“Customer Data”).  The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use or divulge to any third person (except in performance of the Services or as otherwise permitted herein) any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof, or to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

Extra Services

In the event that the Services must be extended beyond the scope and timeline herein the parties shall enter into an Amendment to deliver such changes at an hourly rate to be specified in the Amendment.

Governing Law/Venue

This SOW shall be governed and construed in all respects under the laws of the State of Vermont, without regard to its conflict of laws provisions. All legal proceedings relating to this SOW shall be brought in the judicial or administrative forums of the State of Vermont. Partner consents to personal jurisdiction within the State of Vermont in the courts of Chittenden County and agrees not to object to such jurisdiction and venue.

Descriptive Headings

The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of the SOW or Partner Terms.

Force Majeure

Neither party shall be liable for any failure to perform under this SOW when such failure is due to causes beyond that party’s reasonable control, including, but not limited to, acts of State or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of such delay, any date stated herein shall be extended by a period of time necessary by both Partner and Customer. If the delay remains in effect for a period more than 30 days, Partner or Customer has the right to terminate this SOW upon written notice to the other party.

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