Terms and Conditions

Pacific Upshot Consulting Terms and Conditions

Agreement

TERM OF AGREEMENT

These terms and conditions (the "Term") set beforth will remain in

full force and effect indefinitely until terminated by Pacific Upshot

Consulting.

In the event that either Party wishes to terminate this Agreement,

that Party will be required to provide seven days' written notice to

the other Party.

In the event that either Party breaches a material provision under this

Agreement, the non defaulting Party may terminate this Agreement

immediately and require the defaulting Party to indemnify the

non-defaulting Party against all reasonable damages.

Except as otherwise provided in this Agreement, the obligations of

the Consultant will end upon the termination of a specific contractual

agreement.

PERFORMANCE

The Parties agree to do everything necessary to ensure that the terms of this

Agreement take effect.

CURRENCY

Except as otherwise provided in this Agreement, all monetary amounts referred to in

this Agreement are in USD (US Dollars).

COMPENSATION

Invoices submitted by the Consultant to the Client are due within 30 days of receipt.

The Compensation as stated in this Agreement does not include sales tax, or other

applicable duties as may be required by law. Any sales tax and duties required by law

will be charged to the Client in addition to the Compensation.

REIMBURSEMENT OF EXPENSES

The Consultant will be reimbursed from time to time for reasonable and necessary

expenses incurred by the Consultant in connection with providing the Services.

All expenses must be pre-approved by the Client.

TRADE SECRETS

Trade secrets (the "Trade Secrets") include but are not limited to any data or

information, technique or process, tool or mechanism, formula or compound, pattern or

test results relating to the business of the Client, which are secret and proprietary to the

Client, and which give the business a competitive advantage where the release of that

Trade Secret could be reasonably expected to cause harm to the Client.

The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any

purpose, any Trade Secrets which the Consultant has obtained, except as authorized by

the Client or as required by law. The obligations of confidentiality will apply during the

Term and will survive indefinitely upon termination of this Agreement.

OWNERSHIP OF INTELLECTUAL PROPERTY

All intellectual property and related material, including any Trade Secrets, moral rights,

goodwill, relevant registrations or applications for registration, and rights in any patent,

copyright, trademark, trade dress, industrial design and trade name (the "Intellectual

Property") that is developed or produced under this Agreement, is a "work made for

hire" and will be the sole property of the Client. The use of the Intellectual Property by the 

Client will not be restricted in any manner.  The Consultant may not use the Intellectual 

Property for any purpose other than that contracted for in this Agreement except with 

the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

RETURN OF PROPERTY

Upon the expiration or termination of this Agreement, the Consultant will return to the

Client any property, documentation, records, or confidential information which is the

property of the Client.

CAPACITY/INDEPENDENT CONTRACTOR

In providing the Services under this Agreement it is expressly agreed that the

Consultant is acting as an independent contractor and not as an employee. The

Consultant and the Client acknowledge that this Agreement does not create a

partnership or joint venture between them, and is exclusively a contract for service. The

Client is not required to pay, or make any contributions to, any social security, local,

state or federal tax, unemployment compensation, workers' compensation, insurance

premium, profit-sharing, pension or any other employee benefit for the Consultant

during the Term. The Consultant is responsible for paying, and complying with reporting

requirements for, all local, state and federal taxes related to payments made to the

Consultant under this Agreement.

RIGHT OF SUBSTITUTION

Except as otherwise provided in this Agreement, the Consultant may, at the

Consultant's absolute discretion, engage a third party sub-contractor to perform some or

all of the obligations of the Consultant under this Agreement and the Client will not hire

or engage any third parties to assist with the provision of the Services.

In the event that the Consultant hires a sub-contractor:

● The Consultant will pay the sub-contractor for its services and the

Compensation will remain payable by the Client to the Consultant.

● For the purposes of the indemnification clause of this Agreement, the

sub-contractor is an agent of the Consultant.

AUTONOMY

Except as otherwise provided in this Agreement, the Consultant will have full control

over working time, methods, and decision making in relation to provision of the Services

in accordance with the Agreement. The Consultant will work autonomously and not at

the direction of the Client. However, the Consultant will be responsive to the reasonable

needs and concerns of the Client.

EQUIPMENT

Except as otherwise provided under specific contract, the Consultant will provide at the

Client’s expense, any and all equipment, software, materials and any other supplies

necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY

The Parties acknowledge that this Agreement is non-exclusive and that either Party will

be free, during and after the Term, to engage or contract with third parties for the

provision of services similar to the Services.

NOTICE

All notices, requests, demands or other communications required or permitted by the

terms of this Agreement will be given in writing and delivered to the Parties at the

following addresses:

a. info@pacificupshot.com

b. Pacific Upshot Consulting 47849 West 2nd Street Oakridge, OR 97463

or to such other address as either Party may from time to time notify the other, and will

be deemed to be properly delivered (a) immediately upon being served personally, (b)

two days after being deposited with the postal service if served by registered mail, or (c)

the following day after being deposited with an overnight courier.

INDEMNIFICATION

Except to the extent paid in settlement from any applicable insurance policies, and to

the extent permitted by applicable law, each Party agrees to indemnify and hold

harmless the other Party, and its respective directors, shareholders, affiliates, officers,

agents, employees, and permitted successors and assigns against any and all claims,

losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal

fees and costs of any kind or amount whatsoever, which result from or arise out of any

act or omission of the indemnifying party, its respective directors, shareholders,

affiliates, officers, agents, employees, and permitted successors and assigns that

occurs in connection with this Agreement. This indemnification will survive the

termination of any and all Agreement.

MODIFICATION OF AGREEMENT

Any amendment or modification of this Agreement or additional obligation assumed by

either Party in connection with this Agreement will only be binding if evidenced in writing

signed by each Party or an authorized representative of each Party.

TIME OF THE ESSENCE

Time is of the essence in this Agreement. No extension or variation of this Agreement

will operate as a waiver of this provision.

ASSIGNMENT

The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its

obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

It is agreed that there is no representation, warranty, collateral agreement or condition

affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT

This Agreement will ensure to the benefit of and be binding on the Parties and their

respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

Headings are inserted for the convenience of the Parties only and are not to be

considered when interpreting this Agreement.

GENDER

Words in the singular mean and include the plural and vice versa. Words in the

masculine mean and include the feminine and vice versa.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the

State of Oregon.

SEVERABILITY

In the event that any of the provisions of this Agreement are held to be invalid or

unenforceable in whole or in part, all other provisions will nevertheless continue to be

valid and enforceable with the invalid or unenforceable parts severed from the

remainder of this Agreement.

WAIVER

The waiver by either Party of a breach, default, delay or omission of any of the

provisions of this Agreement by the other Party will not be construed as a waiver of any

subsequent breach of the same or other provisions.