fbpx

Zuri Group General Terms & Conditions

These General Terms & Conditions (together with the Statement of Work, this “Agreement”) is made by and between Zuri Group, LLC (“Zuri Group“) and the client (“Client”) identified on the statement of work into which this Agreement is incorporated (the “Statement of Work”, or “SOW”). This Agreement is entered into as of the effective date set forth in the SOW (the “Effective Date”). This Agreement sets forth the terms and conditions under which Client will purchase the consulting Services (as defined in Section 2) of Zuri Group and Zuri Group will provide such consulting Services to Client, each parties responsibilities related thereto, and the fees associated therewith. The parties agree as follows:

 

1. TERM AND TERMINATION OF AGREEMENT.

1.1. Term. The term of this Agreement shall begin on the Effective Date and shall end on such date as agreed by both parties in writing. Expiration of this Agreement shall also terminate any Statement of Work unless otherwise provided in a specified SOW.

1.2. Termination.

1.2.1. For Convenience. Either Party may terminate this Agreement for convenience, without cause, with not less than thirty (30) calendar days’ written notice to the other. If the Agreement is terminated by a party without cause, the effective date of termination shall be the date upon which the 30-day notice period expires. The Client shall pay Zuri Group for work completed and Services provided through the date of termination, plus reasonable expenses incurred on or before the date of termination. For fixed fee projects, any termination fees will be outlined in the specified SOW. Such payments for expenses and fees shall be made on or before the date of termination.

1.2.2. Material Breach. Either Party may terminate this Agreement immediately with written notice if the other party breaches any material provision of this Agreement and such breach remains uncured following the expiration of fourteen (14) calendar days following the breaching party’s receipt of written notice of such breach from the non-breaching party.

1.1.3. Insolvency. Subject to applicable laws, either party may terminate this Agreement immediately by providing written notice in the event of the other Party’s liquidation, commencement of dissolution proceedings, or any other proceeding related to receivership, failure to continue business, assignment for the benefit of creditors, or becoming the subject of bankruptcy.

1.2.4. Survival. Upon termination of this Agreement, the terms set forth in the following Sections will survive: Sections 3, 4, 6, 7, 8.2, 9-19, and this Section 1.2.4.

2. SCOPE OF SERVICES.

2.1. Zuri Group agrees to provide the Client with services outlined in the corresponding SOW which may include a time and material arrangement, or a fixed fee arrangement (the “Services”).

2.2. Time and Materials. For Services billed on a time and material basis, the Client shall be invoiced based on the actual hours worked at the rate specified in the corresponding SOW.

3. COMPENSATION.

3.1. Rate of Compensation. The professional Services are provided on a fixed-fee basis or time-and-materials basis only as stated in the corresponding SOW. 

3.1.1. Time and Materials Projects. The estimate(s) cited therein represent an estimate only and do not reflect any binding obligation for Zuri Group to complete those Services within the estimated time or cost.

3.1.2. Fixed-Fee Projects. The costs and deliverables outlined in the SOW are not to be altered except by mutual agreement in writing via a Change Order consistent with the Change Order procedure in the SOW.

3.2. Fees and Payment.

3.2.1. Payment. Client shall pay all invoices for Services rendered or products delivered as outlined in the SOW. Payment shall be made by the Client within 30 days of the invoice date in United States dollars.

3.2.2. Fees. If any invoice is not paid when due, a late fee of one and a half percent (1.5%) per month, or the highest rate allowed by governing law, whichever is less, shall apply from the due date until paid in full.  Client’s failure to make payments when due may, at Zuri Group’s sole discretion, be treated as a material breach of this Agreement, and the Agreement may be terminated as provided herein. Termination of this Agreement shall not terminate, diminish, or otherwise affect Client’s obligation to pay the fees due under this Agreement as of the date of termination.

3.2.3. Taxes. All invoices are exclusive of any applicable taxes, levies, duties, or similar encumbrances by a legal, governmental, or regulatory entity in any applicable jurisdiction, collectively (“Taxes”). Client will pay all Taxes in connection with this Agreement.

3.2.4. Suspension. In addition to all other remedies available under this Agreement or at law (which Zuri Group does not waive by the exercise of any rights hereunder), Zuri group may suspend the provision of any Services if Client fails to pay any amounts when due hereunder and such failure continues for ten (10) calendar days following written notice thereof.

3.3. Expenses. The Client shall be responsible for any extraordinary expenses, including travel expenses. Zuri Group shall obtain the prior approval of the Client before incurring any extraordinary expenses over $1,000. Client shall pay expenses incurred by Zuri Group within ten (10) calendar days of submission of an invoice to Client.

4. CONFIDENTIALITY.

4.1. From time to time during the term, either party (as “Discloser”) may disclose or make available to the other party (as “Recipient”), Confidential Information (as defined below). Recipient agrees that Recipient will not, directly or indirectly, at any time during the term of this Agreement or thereafter, and without regard to when or for what reason this Agreement shall terminate, divulge, furnish, make accessible, or permit the disclosure to anyone (other than Discloser or other persons employed or designated by Discloser) any knowledge or information of any type whatsoever acquired by Recipient in the course of the consultancy, including (but not limited to) knowledge or information relating to the business or activities of Discloser, including business and activities relating to the Services rendered under this Agreement, whether disclosed orally or visually to Recipient and whether stored on any tangible medium or memorialized by Recipient (“Confidential Information“).

4.2. Confidential Information. The term Confidential Information includes all originals, recorded and unrecorded copies of such Confidential Information, as well as information derived therefrom and portions thereof. Such Confidential Information also includes, but is not limited to, all written or audio materials obtained, generated, produced or otherwise acquired during the course of the consultancy, including (but not limited to) any notes, charts, lists, computer files, electronic mail messages, phone logs or other memoranda, whether handwritten, typed, or otherwise created. Information shall be Confidential Information even if no legal protection has been obtained or sought for such information under applicable laws and whether or not Recipient has been notified that such information is Confidential Information. 

4.3. The term Confidential Information does not include any information which (i) at the time of disclosure to Recipient was or thereafter became publicly available or a matter of public knowledge, without a breach of this Agreement by Recipient; (ii) was given to Recipient by a third party who is not obliged to maintain confidentiality; (iii) has been independently acquired or developed by Recipient; (iv) was in the possession of or known by Recipient prior to this Agreement; or (v) was disclosed to Recipient pursuant to a requirement of law, or in response to a court order, subpoena or action of governmental authority.

4.4. Recipient will use reasonable administrative, technical, physical safeguards to protect the security of Confidential Information; will not use Confidential Information for any purpose other than the performance of the Agreement; will limit access to Confidential Information to those of Recipient’s employees and contractors who have a specific need for such access to perform the Services of the Agreement.

4.5. Recipient shall not be liable for disclosure of Confidential Information if such disclosure is pursuant to judicial action or other lawfully compelled disclosure, provided that the Recipient notifies Discloser, by registered mail, of the need for such disclosure within five (5) days after such need becomes known and gives Discloser a reasonable opportunity to contest such disclosure.

4.6. Upon termination of this Agreement for whatever reason or upon breach of any of the obligations set forth in this Agreement, Recipient shall return all Confidential Information (as defined above) to Discloser, regardless of the form in which it appears or is stored (including information stored on tapes, computer discs, compact discs or other media).

4.7. The obligations set forth in this section shall survive indefinitely the termination of this Agreement.

5. INDEPENDENT CONTRACTOR.

Zuri Group shall perform consulting Services pursuant to this Agreement as an independent contractor with respect to Client, and nothing in this Agreement shall create, or be deemed to create, an employer-employee relationship or a partnership, agency, or joint venture between Client and Zuri Group. Client and Zuri Group agree that Zuri Group may provide independent consulting services to other individuals or entities, including services similar to or the same as the Services.

6. OWNERSHIP OF WORK PRODUCT.

Upon payment in full of all amounts owed by Client under this Agreement, all files, donor lists, constituent lists, or any campaign lists, documents, artwork, computer records, and other materials first produced by Zuri Group in performance of the services exclusively for the Client, or resulting from the Services for the Client as expressly set forth in an SOW, will be considered work product that will become and remain the exclusive property of the Client (“Work Product”). In the case of Work Product subject to copyright, such Work Product shall be considered work made for hire for Client to the extent permitted by law and all copyright(s) shall vest in Client. Zuri Group will provide Work Product materials to the Client upon request. Notwithstanding anything contained herein to the contrary, Work Product will not include Zuri Group’s preexisting information and methodologies for delivery of the Services, documentation, templates, or preexisting or generally-applicable project tools used by Zuri Group to deliver the Services, (collectively, “Zuri Group Intellectual Property”), which may only be used during the term of this Agreement and be subject to other restrictions on use as imposed by Zuri Group. Work Product will also not include any content procured by Zuri Group on Client’s behalf from third parties under the terms of a license for Client’s use during the term of this Agreement (“Third Party Intellectual Property”), the use of which will be subject to any terms and conditions imposed by the owner of the Third Party Intellectual Property.    

7. INDEMNIFICATION.

7.1. Except in cases of gross negligence or intentional misconduct by Zuri Group or its agents, Client agrees to indemnify and hold harmless Zuri Group and its officers, employees, and agents against any and all third-party initiated claims, causes of action, proceedings, or demands made or threatened against Zuri Group, and all resulting liabilities, costs, damages, fines, penalties, or expenses, including reasonable attorneys’ fees, arising out of or related to Zuri Group’s use of any data or materials provided by Client for use by Zuri Group, including but not limited to fundraising lists or solicitation materials.

7.2. Except in cases of gross negligence or intentional misconduct by Client or its agents, Zuri Group agrees to indemnify and hold harmless Client and its officers, employees, and agents against any and all third-party initiated claims, causes or action, proceedings or demands made or threatened against Client, and all resulting liabilities, costs, damages, fines, penalties, or expenses, including reasonable attorneys’ fees, arising out of or related to Client’s use of any data or materials provided by Zuri Group for use by Client, including but not limited to fundraising lists or solicitation materials.

7.3. The obligations set forth in this section shall survive indefinitely the termination of this Agreement.

8. INSURANCE.

8.1. Insurance. Throughout the Term, Zuri Group agrees to carry and maintain the following insurance coverages providing coverage for itself and its personnel at the minimum coverage level specified below or in the applicable SOW, whichever is greater.

8.2. Commercial General Liability: All contracts, minimum limits of One Million Dollars ($1,000,000).

8.3. Business Automobile Liability: Any contract that involves or includes in any way: transportation, relocation, vehicles, or services conducted on Client’s premises, minimum limits of One Million Dollars ($1,000,000).

8.4. Workers’ Compensation and Employers’ Liability: All contracts, minimum limits for employers’ liability of One Million Dollars ($1,000,000)/ One Million Dollars ($1,000,000)/ One Million Dollars ($1,000,000) (per accident / per employee/ per disease); worker’s compensation with minimum statutory limits.

8.5. Network Privacy and Security: Any contract involving the use, storage or disclosure of sensitive data, trade secrets or highly confidential information:  minimum limits of liability of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the annual aggregate.

8.6. Errors and Omissions, including copyright and contractual liability: All contracts involving the provision of consulting services, professional services, services related to information systems minimum limits of One Million Dollars ($1,000,000) per occurrence and One Million Dollars ($1,000,000) in the annual aggregate.

8.7. Professional Liability: All professional service contracts, anything dealing with provision of clinical services, minimum limits of One Million Dollars ($1,000,000) per occurrence and One Million Dollars ($1,000,000) in the annual aggregate.

8.8. Umbrella/Excess Liability insurance providing coverage at least as broad as the underlying Employers Liability, Commercial General Liability, and Business Automobile Liability with limits of not less than Five Million Dollars ($5,000,000) in the annual aggregate.

8.9. Survival. The Section shall survive the termination or expiration of this Agreement.

9. REPRESENTATIONS; LIMITED WARRANTIES AND DISCLAIMERS; LIMITATION OF LIABILITY.

9.1. Zuri Group and Client represent to each other that: (a) their respective execution, delivery, and performance of this agreement does not and will not conflict with or result in the breach of or violation of any other agreement, instrument, order, judgment, or decree to which it is a party or by which it is bound; and (b) upon the execution and delivery of this agreement by the parties, this agreement will be their respective valid and binding obligation, enforceable in accordance with its terms.

9.2. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9, THE SERVICES ARE PROVIDED AS IS WITHOUT ANY REPRESENTATION OR WARRANTY AND ZURI GROUP HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES TO THE CLIENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. ZURI GROUP DOES NOT GUARANTEE THE RESULTS TO BE DERIVED FROM THE SERVICES OR THAT THE SERVICES WILL MEET CLIENT’S NEEDS.

9.3. IN NO EVENT SHALL ZURI GROUP OR ITS AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, AND EMPLOYEES BE LIABLE TO THE CLIENT OR ANY THIRD PARTY, UNDER ANY THEORY OF TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS OF REVENUES, LOSS OF DATA, LOST PROFITS, OR BUSINESS INTERRUPTIONS REGARDLESS OF WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS MADE KNOWN OR WAS FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

9.4. THE MAXIMUM AGGREGATE LIABILITY OF ZURI GROUP TO THE CLIENT, UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY PRODUCTS SHALL NOT EXCEED THE FEES PAID BY THE CLIENT TO ZURI GROUP FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH CAUSED THE DAMAGE ASSOCIATED WITH THE FIRST CLAIM MADE BY CLIENT UNDER THIS AGREEMENT. THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS PROVISION SHALL APPLY EVEN IF AN EXCLUSIVE REMEDY OF CLIENT UNDER THIS AGREEMENT HAS FAILED OF ITS ESSENTIAL PURPOSE.

10. DISPUTE RESOLUTION.

10.1. Negotiation. In the event of any dispute or claim arising out of or relating to this Agreement, the parties agree to first attempt to resolve the matter through good-faith negotiations with management level personnel who have the authority to resolve the dispute and bind each party to an agreed upon resolution. Either party may initiate negotiations by providing written notice to the other party, setting forth the nature of the dispute and the desired resolution. The parties shall engage in negotiations for a period of 30 days.

10.2. Mediation. If the dispute is not resolved through negotiation within the specified timeframe, the parties agree to submit the dispute to mediation within thirty (30) days of the end of the negotiation process outlined above. The mediation shall be conducted by a mutually agreed-upon mediator, and if the parties cannot agree on a mediator then each party shall select one mediator each and the two mediators selected by the parties shall select the mediator for the parties dispute. The mediation process shall not exceed 60 days from initiation.

10.3. Arbitration. If the dispute is not resolved through mediation within the specified timeframe, the parties agree to submit the dispute to binding arbitration within thirty (30) days of the end of the mediation process outlined above. The arbitration shall be administered by JAMS and conducted in accordance with then-current Commercial Arbitration Rules (the “Rules”). Unless a different procedure is required by the Rules, the arbitration shall be conducted by a mutually agreed-upon arbitrator, and if they cannot agree on an arbitrator then each party shall select one arbitrator each and the two arbitrators selected by the parties shall select the arbitrator for the parties dispute. The decision of the arbitrator shall be final and binding on both parties. The arbitration process shall be completed within 60 days from initiation.

10.4. Exclusion of Legal Proceedings. Except for the purposes of seeking injunctive or other equitable relief to prevent irreparable harm or maintain the status quo, neither party shall initiate any legal proceedings, including litigation or administrative proceedings, to resolve disputes arising under or in connection with this Agreement.

10.5. Cost. Each party shall bear its own costs associated with any dispute resolution process unless the arbitrator determines otherwise.

11. GOVERNING LAW; CAPTIONS.

This Agreement shall be governed by the law of the District of Columbia without regard to any conflicts of law principles. All legal proceedings relating to the subject matter of this Agreement shall be maintained in any court of competent jurisdiction sitting in the District of Columbia and each party agrees that jurisdiction and venue for any such legal proceedings shall lie exclusively with such courts. Section headings are for convenience of reference only and shall not be considered a part of this Agreement.

12. PRIOR AGREEMENTS.

This Agreement supersedes and terminates all prior agreements between the parties relating to the subject matter herein addressed.

13. ENTIRE AGREEMENT; AMENDMENT.

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and it supersedes all previous such agreements or understandings. This Agreement may be altered, amended, modified, or superseded only by a writing executed by both parties hereto.

14. WAIVER.

No waiver of or failure to exercise any option, right or privilege under the terms of this Agreement by either of the parties hereto on any occasion or occasions shall be construed to be a waiver of the same, or of any other option, right or privilege on any other occasion.

15. NOTICES.

Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mail, postage prepaid, addressed, in the case of Zuri Group, to: 328 NW Bond Street Bend Oregon 97703; and in the case of Client, to such other address as shall have been specified in writing by either party to the other.

16. FORCE MAJEURE.

In no event shall either party be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo, and other similar events beyond the reasonable control of the affected party. The affected party shall give prompt notice within five (5) days of the force majeure event to the other party, stating the period of time the occurrence is expected to continue. The affected party shall use diligent efforts to end the failure or delay and ensure the effects of such force majeure event are minimized. The affected party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

17. CUMULATIVE REMEDIES.

The rights and remedies of the parties under this Agreement are not exclusive of, but are cumulative to, any rights or remedies now or subsequently available at law, in equity, by statute, in any other agreement between the parties or otherwise. No single or partial exercise of any right or remedy under this Agreement precludes the simultaneous or subsequent exercise of any other right or remedy that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties or otherwise all of which are cumulative.

18. ASSIGNMENT AND BINDING EFFECT.

This Agreement, or a party’s rights and/or obligations under this Agreement, may not be assigned, transferred, delegated, sold or otherwise disposed of other than as expressly set forth in this section and subject to the limitations set forth herein. This Agreement, or a party’s rights and/or obligations under this Agreement, may be assigned, transferred, delegated, sold or otherwise disposed of: (a) in whole or in part by either party with the prior written consent of the other party; (b) in whole or in part by Zuri Group to any of its affiliates; or (c) in its entirety by either party, in connection with a merger, acquisition, corporate reorganization, the sale of all or substantially all of its assets related to this Agreement. Any attempt by a party to assign this Agreement or any of its rights or obligations under this Agreement in breach of this section will be void and of no effect. This Agreement will be binding upon and will inure to the benefit of a party’s permitted successors and assigns.

19. COUNTERPARTS.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which shall together constitute one and the same agreement and shall become effective when signed and delivered to the other party in person, by facsimile, or by other reliable electronic means. The Parties agree that this Agreement, once validly executed, may be stored by electronic means and that either an original or an electronically stored copy of this Agreement can be used for all purposes, including in any proceeding to enforce the rights and/or obligations of the parties to this Agreement.

Share This