Pacific Upshot Consulting Terms and Conditions
TERM OF AGREEMENT
These terms and conditions (the "Term") set beforth will remain in
full force and effect indefinitely until terminated by Pacific Upshot
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
The Parties agree to do everything necessary to ensure that the terms of this
Agreement take effect.
Except as otherwise provided in this Agreement, all monetary amounts referred to in
this Agreement are in USD (US Dollars).
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 (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.
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.
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.
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.
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.
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
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.
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.
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.
It is agreed that there is no representation, warranty, collateral agreement or condition
affecting this Agreement except as expressly provided in this Agreement.
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.
Headings are inserted for the convenience of the Parties only and are not to be
considered when interpreting this Agreement.
Words in the singular mean and include the plural and vice versa. Words in the
masculine mean and include the feminine and vice versa.
This Agreement will be governed by and construed in accordance with the laws of the
State of Oregon.
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.
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.