Consulting Terms and Conditions

This Consulting Terms and Conditions document states the terms and conditions (“Terms”) under which Quanta Management, LLC (“Consultant”) delivers consulting, implementation, training, or other professional services (collectively, the “Services”), and provides related Work Product (as defined below) to the Client. Client and Consultant may each be referred to in these Terms as a “Party” and collectively as the “Parties.”  These Terms prevail over any conflict or inconsistency with any part of an SOW or purchase order (unless expressly stated otherwise in the SOW, which must be signed by Consultant). Any additional provisions that Client may add to a purchase order or similar ordering document are hereby rejected. Client accepts these Terms by using the Services.

Section 1: Services.  Consultant will provide Services to the Client as described in an SOW, each SOW signed by both parties.                                                         

Section 2. Fees.  In consideration for Consultant’s performance of the Services, Client shall pay Consultant the fees (“Fees”) set forth in the applicable SOW.  Consultant will be paid within thirty (30) days after receiving Consultant’s invoice. Unless otherwise agreed in the SOW, Consultant will submit invoices for payment upon completion of the Services.                                   

Section 3. Expenses. The Client will reimburse Consultant for mutually agreed-upon, actual out-of-pocket expenses incurred by Consultant in connection with the performance of the Services.  

Section 4. Term and Termination.  

4.1        Duration.  These Terms apply for the duration of the SOW. Either party may terminate an SOW if the other party materially breaches these Terms and does not cure the breach within thirty (30) calendar days after receiving written notice from the non-breaching party. In addition, Consultant may suspend any Services if Client fails to pay undisputed fees when due by giving Client five (5) days written notice of the overdue amounts.

4.2        Termination.  Upon the termination of any SOW under these Terms, and without prejudice to any other rights or remedies which a party may have, (a) Consultant’s obligations to perform the Services and provide Work Product under the terminated SOW immediately end, (b) Client shall pay, pursuant to Section 2, to Consultant the full amount of any outstanding fees due and travel expenses incurred for Services performed and Work Product provided, and (c) each party will within ten (10) days destroy all Confidential Information of such other party within its possession (including deleting it from any computer systems). 

Section 5. Relationship. The Parties agree and acknowledge that Consultant is an independent contractor and neither Consultant nor Consultant’s representatives is, for any purpose, an employee of Client. Consultant does not have any authority to enter into agreements or contracts on behalf of Client, and shall not represent that it possesses any such authority.  Client shall not direct the manner or means by which Consultant provides the Services. Nothing contained in these Terms shall be deemed or construed by the Parties to create the relationship of a partnership, a joint venture or any other fiduciary relationship.                    

Section 6. Confidentiality.

6.1 Confidential and Proprietary Information. In the course of performing the Services, each party may be exposed to or have access to confidential and proprietary information of the other party. “Confidential Information” shall mean “Work Product” (as defined in Section 7), and any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to development and plans, marketing strategies, finance, operations, systems, proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, data, databases, inventions, know-how, trade secrets, customer lists, customer relationships, customer profiles, supplier lists, supplier relationships, supplier profiles, pricing, sales estimates, business plans and internal performance results relating to the past, present or future business activities, technical information, designs, processes, procedures, formulas or improvements, which the disclosing party considers confidential and proprietary. Each party acknowledges and agrees that the Confidential Information is valuable property of the disclosing party, developed over a long period of time at substantial expense and that it is worthy of protection.                      

6.2 Confidentiality Obligations. Except as otherwise expressly permitted in these Terms, the receiving party shall not disclose or use in any manner, directly or indirectly, any Confidential Information either during the term of these Terms or for a period of two (2) years after.  Additionally, the receiving party may disclose Confidential Information if required by an applicable judicial order, regulation or statute, so long as the receiving party has given the disclosing party advance written notice, to the extent permitted by such order, regulation or statute.                               

6.3 Rights in Confidential Information. All Confidential Information disclosed to the receiving party by the disclosing party is and shall remain the sole and exclusive property of the disclosing party. Except as expressly provided herein, these Terms do not confer any right, license, ownership or other interest in or title to the Confidential Information to the receiving party.                         

6.4 Irreparable Harm. Each receiving party acknowledges that use or disclosure of any Confidential Information of the disclosing party in a manner inconsistent with these Terms will give rise to irreparable injury for which damages would not be an adequate remedy. Accordingly, in addition to any other legal remedies which may be available at law or in equity, the disclosing party shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure of Confidential Information.           

Section 7. Ownership of Work Product and License to Use Work Product. All work product, information or other materials created and/or developed by Consultant in connection with the performance of the Services, whether tangible or intangible, under these Terms and any resulting intellectual property rights (collectively, the “Work Product”) are the sole and exclusive property of Consultant. Subject to payment of all related Fees and expenses, Consultant grants Client a perpetual license to use the Work Product for Client’s internal business purposes.            

Section 8. Indemnification.

8.1 By Consultant.  Subject to the terms of this Section 8.1, Consultant will defend Client against a third party’s claim that Client’s use of the Work Product (in the form delivered to Client and as authorized in these Terms) infringes or misappropriates the third party’s intellectual property rights (in each case, a “Claim”), and will further indemnify the Client against any damages, fees (including reasonable attorney fees), costs and expenses which are included in a final award, judgment or settlement of a Claim.  Consultant’s obligations are conditioned on (a) Client notifying Consultant immediately upon receiving a Claim and providing Consultant with a written copy of the Claim, (b) Client cooperating with Consultant in the defense or settlement of the Claim, and (c) Client providing Consultant with all necessary authority for Client to defend or settle the Claim.  Client may participate in the defense or settlement of the Claim at its own expense.  Consultant has no obligation under this Section 8.1 with respect to any Claim based upon or otherwise relating to (a) any use of the Work Product that is not authorized by these Terms; or (b) any modification of the Work Product by any person other than Consultant. 

8.2 By Client.  Subject to the terms of this Section 8.2, Client will defend and indemnify the Consultant against any damages, fees (including reasonable attorney fees), costs and expenses which are included in a final award, judgment or settlement resulting from Client’s use of the Work Product in any way not authorized by these Terms. 

Section 9. Limitations On Liability. In no event will either party be liable for any consequential, incidental, special, or exemplary damages, or for lost profits, arising out of or in connection with these Terms. Consultant’s liability shall not exceed the amount of Fees paid for the Services under the applicable SOW.     

Section 10. Mutual Representations and Warranties. Both Client and Consultant represent and warrant that it has the full power, authority and right to execute and deliver these Terms, has full power and authority to perform its obligations under these Terms, and has taken all necessary action to authorize the execution and delivery of these Terms. No other consents are necessary to enter into or perform these Terms.                                      

Section 11. Consultant Representation and Warranties. Consultant represents and warrants that it will perform the Services according to the standard of care prevailing in the industry.

Section 12. Governing Law and Venue. These Terms and the rights of the Parties hereto shall be governed exclusively by the laws of the State of Massachusetts, without regarding its conflicts of law provisions.  Client agrees to exclusively resolve all disputes, claims and controversies arising from or relating to these Terms in the state or federal courts located in Suffolk County, Massachusetts.                                                                  

Section 13. Binding Effect. These Terms shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.                                           

Section 14. Assignment. Neither Party may assign or otherwise transfer these Terms or the applicable SOW without the prior written consent of the other Party, which shall not be unreasonably withheld.

Section 15. Entire Agreement. These Terms constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof, and supersedes all prior negotiations, understandings and agreements of the Parties.                                        

Section 16. Amendments. No supplement, modification or amendment of these Terms will be binding unless executed in writing by both of the Parties.                                   

Section 17. Notices. Any notice or other communication given or made to either Party under these Terms shall be in writing and delivered via electronic mail, read receipt requested, to the email address as that Party may designate by notice, and shall be deemed given on the date of delivery. Any notices sent to Consultant pursuant to these Terms shall be sent to legal@quantamanagement.com.       

Section 18. Force Majeure.  Neither party shall be liable to the other party for failure or delay in performing its obligations under these Terms when such failure or delay is due to any cause beyond the control of the party concerned, including acts of God, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.  In the event that any such delay exceeds thirty (30) days, the non-delaying party will have the right to immediately terminate these Terms and recover any amounts (a) paid for delayed services that have not been delivered or (b) fair compensation for services provided.

Section 19. Waiver. Neither Party shall be deemed to have waived any provision of these Terms or the exercise of any rights held under these Terms unless such waiver is made expressly and in writing. Waiver by either Party of a breach or violation of any provision of these Terms shall not constitute a waiver of any subsequent or other breach or violation.          

Section 20. Further Assurances At the request of one Party, the other Party shall execute and deliver such other documents and take such other actions as may be reasonably necessary to effect the terms of these Terms.                                               

Section 21. Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in these Terms.