Terms and Conditions

PAYMENT FOR SERVICES. Consultant’s fees will be charged at a rate of $150 per hour unless other fees have been specifically agreed to. Any additional expenses must be approved in advance to be considered for reimbursement. Consultant will bill in advance for sessions unless other terms have been arranged in advance. Bills are payable on receipt.

TERM/TERMINATION. This Agreement may be terminated by either party upon written notice to the other party. Consultant will send a final invoice, and Client will pay Consultant for hours worked, promptly upon such notice being given.

RELATIONSHIP OF PARTIES. It is understood by the parties that Consultant is an independent contractor with respect to Client, and not an employee of Client. Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Consultant.

CONFIDENTIALITY. Consultant will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Consultant, or divulge, disclose, or communicate in any manner any information that is proprietary to Client. Consultant will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Consultant will return to Client all records, notes, documentation and other items that were used, created, or controlled by Consultant during the term of this Agreement. Specific NDAs may be executed from time to time between Client and Consultant in order to fulfill contract requirements, and the terms of these NDAs will govern work related to those projects.

INSURANCE. Consultant acknowledges Consultant’s obligation to obtain appropriate insurance coverage for the benefit of Consultant (and Consultant’s employees, if any).

EMPLOYEES. Consultant’s employees, if any, who perform services for Client under this Agreement shall also be bound by the provisions of this Agreement.

ASSIGNMENT. Consultant’s obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of Client.

SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

AMENDMENT. No amendment, waiver, or discharge of any provision of this Agreement shall be effective against Client or Consultant without the written consent of both Client and Consultant.

APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Alabama.