Specialized Services include but are not limited to the following:
RELATIONSHIP OF PARTIES The Consultant is an independent contractor. Both the Client and Consultant acknowledge and agree that Consultant's engagement hereunder is not exclusive and that either party may provide to, or retain from, others similar such services provided that it does so in a manner that does not otherwise breach this Agreement. Neither party is, nor shall claim to be, a legal agent, representative, partner or employee of the other, and neither shall have the right or authority to contract in the name of the other nor shall it assume or create any obligations, debts, accounts or liabilities for the other. CLIENTS Client Participation: Harmony Organizing LLC requires that the Client participates in the organizing process. The degree of participation will be determined by both the Client and Harmony Organizing LLC hereinafter referred to as “Harmony”. Participation can be in the form of, but not limited to, hands-on participation, decision-making, follow-up tasks, etc. Harmony will provide a personal line of contact to the Client to ensure timely communication and requests as well as project milestone updates. The Client’s personal line of contact should be accessible throughout all stages of the project during the hours agreed upon by the Client and Harmony. Client Feedback: Harmony requires that the Client provide prompt feedback and evaluation when requested to ensure proper implementation, timeliness, and success of the project. Removal of Private/Sensitive Items/Information: Clients should remove any items or information they wish not to be handled or viewed by Harmony. Safety: For the safety of all parties involved in the organizing project Harmony requires that all weapons (rifles, handguns, shotguns of any type or caliber including BB guns and pellet guns, bows, arrows, slingshots, and large knives) be removed from the designated organizing area. The Client indemnifies and holds Harmony harmless from all claims related to any causes arising from the Client ’s failure to secure the items listed herein. In addition, the organizing project space should be moderately clean which includes but not limited to being free of hazardous chemicals, pesticides, pests, pest or animal feces or any other condition deemed hazardous to the health of Harmony’s employees and/or its affiliates. Deadlines: Harmony’s ability to meet estimated deadlines and to successfully complete the project is predicated on the client’s provision of accurate information during the initial consultation and/or assessment, unhindered access to the space as well as provision of additional necessary information, feedback & evaluation, participation and purchase of materials/supplies in a prompt manner within the dates and times specified in this proposal. Spacial Conflicts: No other project or activity should occur simultaneously within the same designated space as the organizing project. This includes but not limited to painting, construction, cleaning, renovation, meetings, etc. Proposals: Proposals approved and signed by the Client are binding upon Harmony and the Client commencing on the date of the Client’s signature. This proposal is valid for five business days. If the Client does not to accept the proposal by way of a signature within five business days the said proposal is revoked and null and void. PAYMENT Fee Criteria: Estimated fees are based on work performed during normal work hours. Over time, rush, holiday, and additional work necessitated by the Client’s directive or permission are billed in addition to the fees quoted. Any alteration or deviation from the project specifications (description, estimated time frame, and estimated costs) will be executed only upon written order and may require additional sessions beyond the estimated time frame and may incur an additional fee(s) above the estimated cost. Harmony requires a 30% “Good Faith” confirmation fee of the total cost of the project/session to initiate project/session planning and to secure the project/session date(s) on our calendar. The “Good Faith” confirmation fee is non-refundable. Purchases: All materials/supplies recommended by Harmony and approved by the Client must be purchased by the Client at the Client’s expense. Should Harmony make purchase trips at the request or permission of the Client, the necessary funds are due to Harmony prior to the purchasing trip. Purchasing trips are $35.00 per hour and will be billed in addition to cost of goods and shall be due and payable at the next date of billing. Methods of Payment: Checks, Cash, Credit Cards accepted. Credit cards are subject to a processing fee. RESCHEDULING & CANCELLATION Projects: Rescheduling Projects: All rescheduled project requests must be received at least 7 days in advance to the scheduled start date. If projects are rescheduled less than 7 days in advance the Client will be subject to a $50 rescheduling fee. All rescheduling project requests are dependent upon Harmony’s availability. Canceling Projects: All project cancellation requests must be received at least 7 days in advance to the scheduled start date. The Client will be subject to a $75 cancellation fee. Sessions Rescheduling Sessions: A rescheduled session(s) request must be received at least 48 hours in advance of the scheduled session. If sessions are rescheduled less than 48 hours in advance the client will be subject to a $25 rescheduling fee per rescheduled session. All rescheduling session requests are dependent upon Harmony’s availability. Canceling Sessions: A canceled session(s) request must be received at least 48 hours in advance prior to the session. The client will be subject to a $50 cancellation fee in addition to prorated charges based on the number of sessions completed as outlined below. Rescheduling & Cancellation Fees Due Date: Cancellation and rescheduling fees are due and payable at the next date of billing. Expiration of Projects & Sessions: In the event projects and/or individual sessions are purchased but not scheduled these services expire 90 days after the date of purchase. No refund will be given. DISCLAIMER Status: It is at the discretion of Harmony to accept, reject, postpone or cancel any project at any given time based on the feasibility of the project which includes but not limited to lack of client participation, payment, failure to purchase necessary materials/supplies, feedback & evaluation and/or any issue that may be determined to be detrimental to the success and completion of the project and/or Harmony’s good name. Results: Success is our goal; however, results vary based on the type of project and/or the degree of client participation, access to the space, access to necessary materials/supplies, client feedback & evaluation and other specifications associated with the project. The project’s success may also be subject to Acts of God. Maintenance: The maintenance of the project after its completion is the responsibility of the Client. Harmony offers ongoing maintenance sessions for a fee which can be purchased at any time. Valuables: Harmony is diligent about handling your valuables with care. Permission is always requested from the Client before handling any valuable item. However, Harmony is not liable for any damage of items, furniture, materials/supplies, etc. that exist within or outside of the project space due to handling, use, transition, storage, etc. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY (a) Consultant may disclose Trade Secrets or Confidential Business Information pursuant to any order or legal process requiring the disclosing party (in its legal counsel's reasonable opinion) to do so, provided that the request or order to so disclose the Trade Secrets or Confidential Business Information in sufficient time to allow the Client to seek an appropriate protective order. (i) "Trade Secret" shall mean any information, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a plan, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. "Confidential Business Information" shall mean any nonpublic information of a competitively sensitive or personal nature, other than Trade Secrets, acquired by Consultant in connection with performing services for the Client, including (without limitation) oral and written information concerning the Client's financial positions and results of operations (revenues, margins, assets, net income, etc.), annual and long-range business plans, marketing plans and methods, account invoices, oral or written customer information, and personnel information. (ii) All original works of authorship that result from the performance by Consultant of her duties hereunder, are deemed to be "works made for hire" under the copyright laws of the United States, and will be and will remain the sole and exclusive property of the Client. Consultant, at the Client's request and sole expense, will assign to the Client in perpetuity all proprietary rights that he may have in such works of authorship. Such assignment shall be done by documents as prepared by the Client. Should the Client elect to register claims of copyright to any such works of authorship, Consultant will, at the expense of the Client, do such things, sign such documents and provide such reasonable cooperation as is necessary for the Client to register such claims, and obtain, protect, defend and enforce such proprietary rights. Consultant shall have no right to use any trademarks or proprietary marks of the Client without the express, prior written consent of the Client regarding each use. (b) Consultant shall maintain in strict confidence, and not use or disclose except pursuant to written instructions from the Client, any Trade Secret (as defined below) of the Client, for so long as the pertinent data or information remains a Trade Secret, provided that the obligation to protect the confidentiality of any such information or data shall not be excused if such information or data ceases to qualify as a Trade Secret as a result of the acts or omissions of Consultant. (c) Consultant shall maintain in strict confidence and, except as necessary to perform his duties hereunder, not to use or disclose any Confidential Business Information (as hereinafter defined) during the term of this Agreement and for a period of one (1) year thereafter. (d) In the event Consultant shall violate the provisions of this Section, damages at law will be an insufficient remedy and the Client shall be entitled to equitable relief including but not limited to injunction, monetary damages, and punitive damages in the amount of $60,000 for disclosure of confidential information and use of such information to solicit Client's customers. In addition, other remedies or rights available to the Client and no bond or security will be required in connection with such equitable relief. (e) The existence of any claim or cause of action that Consultant may have against the Client will not at any time constitute a defense to the enforcement by the Client of the restrictions or rights provided by this Section 4, but the failure to assert such claim or cause of action shall not be deemed to be a waiver of such claim or cause of action. (f) For purposes of this Section, "Client" shall include the Client and all of its direct and indirect subsidiaries and any predecessors of the Client. GOVERNING LAW This Agreement will be governed by and interpreted in accordance with the substantive laws of the State of (Virginia) without reference to conflicts of law. PRIVACY Harmony will not disclose without your express permission the client’s contact information or media to third parties for uses other than referrals/partnerships used to enhance and/or complete the project and for advertisement purposes of Harmony. Harmony will not disclose personal and/or business documents with any party at any time unless specifically given permission to do so.