Organic Endeavors, LLC
Master Service Agreement
Organic Endeavors, LLC
Terms of Service
These Terms of Service ("Agreement") govern all signed Proposals, Quotes, Statements of Work, Exhibits and Service Agreements which are made and entered into between any client company (the "Company"), and Organic Endeavors, LLC, located at 1765 Peachtree Street, G-5, Atlanta, GA 30309 (the "Consultant").
By signing any quote, proposal, or entering into a paid consulting arrangement, the Company has expressed a desire to retain the Consultant as an independent contractor to perform consulting services for the Company. This means the Consultant is willing to perform such services, on terms set forth more fully below.
In consideration of the mutual promises contained herein, the parties agree as follows:
- SERVICES AND COMPENSATION (a) The parties desire to enter into this Agreement for the Services set forth in any signed Quote, Proposal, Statement of Work or Exhibit. For purposes of this Agreement, "Services" shall mean any and all services to be performed and deliverables to be provided by the Consultant pursuant to any Quote, Proposal, Statement of Work, Attachment or Exhibit signed by both parties. (b) Consultant shall perform the Services in accordance with this Agreement, including but not limited to the Statement of Work and the specifications set forth therein. Consultant warrants that the Services shall be performed in a professional and workmanlike manner and that the deliverables shall conform to the Company’s specifications. (c) The Company agrees to pay the Consultant the compensation set forth in any signed Quote, Statement of Work, or Exhibit, for the performance of the Services in accordance with this Agreement.
- CONFIDENTIALITY (a) "Confidential Information" means any proprietary information, technical data, trade secrets or know-how of the Company or Consultant, including, but not limited to, research, product plans, products, services, customers, customer lists, customer information, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, sales data, sales information or other business information disclosed by the Company or Consultant either directly or indirectly in writing, orally or inspection of software applications. (b) The Company or the Consultant shall not, during or subsequent to the term of this Agreement, use Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the other as part of this Agreement nor will they disclose Confidential Information to any third party. Both the Consultant and the Company further agree to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information.
- TERMS AND TERMINATION (a) This Agreement will commence on the Effective Date of any signed Quote, Proposal, Statement of Work or Exhibit and will continue until terminated as set forth herein. (b) The Company or the Consultant may terminate this Agreement upon giving Thirty (30) days prior written notice thereof to the other party. Any such notice shall be addressed and delivered as shown below, or such other address as either party may notify the other of, and shall be deemed given upon delivery if personally delivered, acknowledge by email, or forty-eight (48) hours after deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested. Either party may terminate this Agreement immediately and without prior notice if the other party refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. (c) Upon such termination, all rights and duties of the parties toward each other shall cease except: (i) that the Company shall be obliged to pay, within thirty (30) days of the effective date of termination, all amounts owing to Consultant for Services completed prior to the termination date, in accordance with the provisions of this Agreement and any signed Quotes, Proposals, Statements of Work or Exhibits.
- ASSIGNMENT Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by either party without the express written consent of the other.
- INDEPENDENT CONTRACTOR It is the express intention of the parties that Consultant is an independent contractor. Nothing in this Agreement shall in any way be construed to constitute Consultant as an agent, employee or representative of the Company, but Consultant shall perform the Services hereunder as an independent contractor. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement, and Consultant agrees to and acknowledges the obligation to pay all self-employment and other taxes thereon.
- SUBCONTRACTORS The Consultant may, at their discretion, engage and assign work to one or more subcontractors who will be subject to the Consultant and this Agreement.
- INDEMNIFICATION Both parties, the Consultant and the Company, agree to indemnify and hold each other, their directors, officers, and employees from any and all claims, taxes, losses, damages, liabilities, costs and expenses, including attorney's fees and other legal expenses, arising directly from any negligent, reckless or intentionally wrongful act of each other, or the other’s assistants, employees or agents in connection with this consulting agreement and scope of work. However, neither Party shall be indemnified hereunder for any loss, liability, damage, or expense resulting from its sole negligence or willful misconduct.
- BENEFITS Consultant acknowledges and agrees and it is the intent of the parties hereto that Consultant receive no Company-sponsored benefits from the Company either as a Consultant or employee. Such benefits include, but are not limited to, paid vacation, sick leave, medical insurance, and 401K participation.
- GOVERNING LAW The validity, interpretation and performance of this Agreement shall be controlled by and construed under the laws of the State of Georgia, as if performed wholly within the state and without giving effect to the principles of conflicts of laws.
- ENTIRE AGREEMENT This Agreement is the entire agreement of the parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.
- SEVERABILITY The invalidity or unenforceability of any provision of this Agreement, or any terms thereof, shall not affect the validity of this Agreement as a whole, which shall at all times remain in full force and effect.