Providing Generationally Friendly technology support & Education

  1. FLAT RATE.  Recipient shall pay Provider an hourly rate of $75 per hour, or otherwise agreed upon hourly rate.
  2. PAYMENT.  Payment shall be due at the end of each session
  3. DATE & LOCATION OF SESSIONS.  Sessions shall be scheduled by mutual agreement of the Parties.      
  4. TERMINATION.  Recipient can decide to terminate the relationship at any time. Any outstanding invoices due at the time of termination must be paid immediately.  Provider may terminate the relationship at any time, without any advance notice.  Upon any termination initiated by Provider, Provider shall reimburse Recipient for any unused pre-payments within 30 days of termination. 
  5. RELATIONSHIP OF PARTIES.  Provider is acting as an independent contractor and this Agreement does not create an employer/employee relationship.  Recipient understands that Provider is an Illinois limited liability company and that they will be providing similar services to other individuals, businesses and organizations. 
  6. NO NON–COMPETE & NO NON-SOLICITATION.  Recipient agrees that there in no non-compete or non-solicitation clause as a part of this Agreement.  At all times both during and after the Term of this Agreement, all Parties are free to contract with anyone that they choose and provide services without being bound to any non-compete or non-solicitation clause. 
  7. WORK PRODUCT OWNERSHIP.  Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product” developed in whole or in part by the Provider in connection with the Services will be the exclusive property of Provider.  Recipient may only utilize the Work Product developed by Provider with an express written instrument signed by the Parties granting permission to do so. 
  8. SOCIAL MEDIA MESSAGING.  Any social media posts, online or print marketing, advertising or any communication that mentions the Provider on the part of Recipient shall be approved in advance by Provider.  Any requests for approval must be in writing and approval shall also be conveyed in writing.  
  9. CONFIDENTIALITY.  Provider, and its employees, agents or representatives will not at any time or in any manner, either directly or indirectly, use for the personal or business benefit of Provider, or divulge, disclose, or communicate in any manner, any information that is proprietary to Recipient.  Provider and its employees, agents, and representatives will protect such information and treat it as strictly confidential.  This provision will continue to be effective after the termination of this Contract.  Any change in this clause is only valid with an express written instrument signed by the Parties granting permission to do so.
    1. DATA SECURITY AND LIMITATION OF LIABILITY.  Provider agrees to use commercially reasonable administrative, physical, and technical safeguards designed to protect Recipient’s confidential information from unauthorized access, disclosure, or use. Recipient acknowledges that no data transmission or storage system can be guaranteed to be 100% secure. Accordingly, Recipient agrees that Provider shall not be liable for, and Recipient shall not assert any claim against Provider arising out of, any unauthorized access, disclosure, loss, or use of data, unless such breach results from Provider’s gross negligence or willful misconduct. Recipient further agrees to indemnify and hold harmless Provider from any third-party claims, damages, or expenses (including reasonable attorney’s fees) arising from a data breach or cybersecurity incident not caused by Provider’s gross negligence or willful misconduct.
  10. INDEMNIFICATION.  Recipient shall indemnify and hold harmless Provider, its members, agents, and employees from any and all claims, damages, losses, liabilities, and expenses (including reasonable attorney’s fees) arising out of or related to Recipient’s use of the Services, breach of this Agreement, or negligent or intentional acts or omissions.
  11. RELEASE OF ALL CLAIMS.  Recipient hereby releases any and all past, current and future or prospective claims against Provider, arising out of the Services provided under this Agreement.
  12. DEFAULT & REMEDIES.  In addition to any and all other rights a party may have available to them under the law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement, including without limitation the failure to make a monetary payment when due, the other party may terminate this Contract by providing written notice to the defaulting party and seek the appropriate remedies available to them.  
  13. FORCE MAJEURE.  If performance of this Agreement or any obligation under this Agreement is prevented, restricted or interfered with by causes beyond either party’s reasonable control, and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event.  Upon occurrence of any Force Majeure Event, the effected party shall give notice to the other party of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
  14. DISPUTE RESOLUTION.  In the event of any controversy, dispute or claim arising out of or relating to this Agreement or breach thereof, the Parties agree that they shall first attempt to resolve the matter, in good faith, through a mediation process.  They agree to select a mutually agreed upon third party neutral and attempt to settle the matter in advance of pursuing any potential further legal action.
  15. ATTORNEY’S FEES.  In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.
  16. GENERAL LIMITATION OF LIABILITY.  Except for damages arising from Provider’s gross negligence or willful misconduct, Provider’s total liability under this Agreement shall not exceed the total amount paid by Recipient to Provider for the services giving rise to the claim.
  17. NOTICES.  All notices to be given hereunder shall be transmitted in writing by electronic mail with return confirmation of receipt, and shall be sent to neda@nozarilegal.com, unless notification of change of e-mail address is given in writing.  Notice shall be effective upon receipt or in the case of e-mail, upon confirmation of receipt, by automated confirmation or substantive reply by the recipient.     
  • SEVERABILITY.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
  • HEADINGS.  The numbering and captions of the various sections are solely for convenience and reference and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
  • INTEGRATION.  This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. 
  • NO ASSIGNMENT.  This Agreement shall not be assignable by either party. 
  • GOVERNING LAW.  This Agreement shall be construed under the laws of the United States of America and specifically under the laws of the State of Illinois. 
  • SIGNATORIES.  This Agreement shall be executed by the Parties and delivered in the manner prescribed by law as of the first consultation between the two parties.