DESCRIPTION OF SERVICES
The manner in which the Services are to be performed and the specific hours to be worked by Attaché shall be determined by Attaché. Client / Member will engage Attaché as follows:
- Up to twice a month for 30 minutes with consultation with Lesa Hammond.
- Text and email advice each month not to exceed 1hour of Attaché associate’s time.
- Review of handbooks, policies, letters, etc. that relate HR issues.
- The Client / Member shall pay to the Attaché a non-refundable retainer fee of $595/month where after the Attaché shall reserve its services to the Client / Member for a period of 30 days (“Retainer Period”) from date of execution of this agreement and payment of the retainer fee, whichever occurs last.
- This retainer shall automatically renew at the beginning of each month for a minimum period of one year.
- The Client / Member may terminate this contract at any time with 30-days-notice if Attaché fails to fulfill the terms of the agreement. If the contract is terminated Client / Member agrees to immediately pay the Attaché all sums of money with respect to fees and expenses of the Attaché, up to the date of termination.
- This agreement only reserves Attaché’s availability during the Retainer Period.
- The Attaché shall not act as an agent for, Attaché to, or as an officer, employee, or other representative of any party that has an adverse interest in the matter for which Client / Member has retained the Attaché. The Attaché hereby warrants that there is no conflict of interest between the Attaché ‘s other employment, if any, or other contracts, if any, and the activities to be performed hereunder. The Attaché shall promptly advise Client / Member if a conflict of interest arises in the future.
CLIENT / MEMBER OBLIGATIONS
The customer commits:
- To provide all information, support, or other data relevant to the execution of the Attaché’s mandate.
- To learn and utilize the Attaché software for HR information and documentation.
- To ensure that all materials and information provided by the Client / Member to the Attaché are the latest version.
- To provide the Attaché with permissions and access to relevant documentation and files as requested.
Client / Member recognizes that Attaché has and will have access to confidential and proprietary information (collectively, “Information”) which are valuable, special and unique assets of Client / Member and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Attaché agrees that Attaché will not at any time or in any manner, either directly or indirectly, use any Information for Attaché’s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior consent of Client / Member. Attaché will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.
LIMITATION OF LIABILITY AND INDEMNITY
Attaché and its employees, agents and directors shall not be liable for any damages whatsoever relating to the services it performs for the Client / Member.
The Client / Member hereby agrees to indemnify and defend and hold harmless the Attaché and its employees, agents and directors from any and all third-party claims against Client / Member and its employees, agents and directors, relating to the Investigation or Investigation Report or any other matter hereunder.
This Agreement shall automatically renew for a minimum period of 1-year after which it will automatically renew until one party requests changes to or cancellation of the agreement.
The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
Access to Attaché Software
Continued use of and access to Attaché software will be at market or agreed upon rate.
This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
WAIVER OF CONTRACTUAL RIGHT
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
This Agreement shall be governed by the laws of the California
This Agreement expresses the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, agreements, representations, and understandings, whether written or oral, with respect to the subject matter. This Agreement is not, however, to limit any rights that Owner may have under trade secret, copyright, patent or other laws that may be available to Owner. This Agreement may not be amended or modified except in writing signed by each of the parties to the Agreement. This Agreement shall be construed as to its fair meaning and not strictly for or against either party. The headings hereof are descriptive only and not to be construed in interpreting the provisions hereof.