P24:6 Consulting Terms & Conditions

SERVICES AND CONSULTING AGREEMENT

P24:6 Consulting

Last Updated on September 23, 2022

This Services and Consulting Agreement (this “Agreement”) is entered into and effective as of February 1, 2019 (“Effective Date”) by and between P24:6 Consulting, LLC, a company organized and existing under the laws of the state of Missouri (“P24:6”), and ABC Company (ABC) (“Client”), each a “party” and collectively, the “parties”; and

WHEREAS, P24:6 is a strategic consultation firm specializing in strategic consultation, physical security and workplace violence mitigation; and

WHEREAS, Client desires to retain the services of P24:6, and P24:6 is willing to be retained and provide services, as provided in this Agreement for the provision of WHEREAS, Client desires to retain the services of P24:6 as provided in this Agreement for the provision of strategic consultation; and

NOW THEREFORE, based upon the mutual covenants and promises herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed to by and between the parties, it is hereby agreed to as follows:

Services: P24:6 will provide the services described in Exhibit(s) A, attached hereto, and incorporated herein by this reference, on a date or dates as mutually agreed upon between the parties, in accordance with the terms and conditions of this Agreement.
Fees: In exchange for the provision of services hereunder, Client will pay to P24:6 the collective sum(s) (“the Fee”), as described in Exhibit(s) A, to the extent such services are requested or agreed to by Client and provided by P24:6
Independent Contractor: In conjunction with the performance of services under this Agreement, P24:6 shall, at all times, be and act as an independent contractor, and nothing herein shall be construed to make P24:6 an employee, agent, partner or representative of Client.
Location of Services: P24:6 will provide the services on site of Client or the Client may send P24:6 personnel to other Client facilities, except as the parties otherwise agree. The parties agree to make every effort to accommodate scheduling requirements of the other party.
Taxes: There shall be added to any charges hereunder, amounts equal to any applicable taxes however designated, levied or based on such charges, including state and local privilege or excise taxes on gross revenue, and any taxes or amounts in lieu thereof paid or payable by P24:6 in respect of the above, exclusive of taxes based on net income. Any relevant Client tax exemptions from any such taxes shall apply.
Expenses: If P24:6 incurs expenses in connection with the services, and such expenses were incurred with the prior consent of Client, Client shall reimburse P24:6 at cost for all such expenses upon receiving invoice. Payment shall be made within twenty-one (21) days of presentation of an invoice to Client
Confidential Information: Each of P24:6 and the Client (each a “Recipient”) recognize that it will or may receive, develop, or otherwise acquire various kinds of information of the other party (the “Disclosing Party”) which is of a confidential, copyright or trademarked nature. During and after the term of this Agreement, except as expressly authorized, Recipient agrees it will not disclose or use any confidential information of the Disclosing Party which is obtained or received by Recipient or its representatives during the term of this Agreement except as necessary to perform its obligations hereunder. As used herein, “Confidential Information” means all confidential information disclosed by Disclosing Party to Recipient, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. “Confidential Information” of a Discloser includes, but is not limited to, information relating to buildings, plans, pathways, processes, equipment, procedures, technical data, business affairs, plans, ideas, prices, discounts, agreements with third parties, software programs, specifications, applications, routines and business techniques. Confidential information does not include information that is: (a) in the public domain without breach of any obligation of confidentiality owed by Recipient to the Disclosing Party; (b) here after becomes part of the public domain without breach of any obligation of confidentiality owed by Recipient to the Disclosing Party; (c) was lawfully in the possession of the Recipient from a third party without breach of any obligation of confidentiality known to Recipient which is owed to the Disclosing Party by such third party, or (d) was obtained by the Recipient from a third party without breach of obligation of confidentiality known to Recipient which is owed to the Disclosing Party by such third party, or (e) was independently developed by Recipient without reliance upon the Disclosing Party’s Confidential Information. The Recipient shall (i) use the same degree of care in protecting the confidentiality of the Confidential Information of the Disclosing Party that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not use any Confidential information of the Disclosing Party for any purpose outside the scope of this Agreement or for purposes other than its performance hereunder, and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who are subject to obligations of confidentiality to the Recipient pertaining to such Confidential Information which are no less stringent than those herein.
Performance of Services: While P24:6 shall adhere to high professional standards in the conduct of its services, and shall exercise sound professional judgment, and complete its services in compliance with the highest standards, provided that P24:6 does not guarantee the results of any services rendered by it pursuant to this Agreement.
Indemnification: P24:6 agrees to indemnify, defend and hold harmless Client from any claim, cause of action, injury, cost, expense or damages of any kind whatsoever arising from this Agreement or any decision by or action taken by P24:6 in reliance upon information provided pursuant to this Agreement. However, nothing herein shall relieve Client from liability for claims, cause of action, injury, cost expense or damages of any kind that P24:6 may incur as a result of Client’s negligent performance hereunder. Client agrees to indemnify, defend and hold harmless P24:6 against any liability, claims, cause of action, injury, cost expense or damages of any kind of such negligent action by Client arising hereunder
Insurance: P24:6 agrees to maintain, at all times during the term hereof: (i) professional/general liability insurance with limits of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate, (ii) automobile liability insurance with a combined single limit of $1,000,000 per accident for bodily injury and property damage, and (iii) workers’ compensation insurance and employer’s liability insurance as required by the state of Missouri with limits of not less than $1,000,000 per accident/injury/disease.
Termination:

A. Without Cause. Client may terminate this Agreement for any reason, at any time, without cause upon prior written notice to P24:6.
B. With Cause. This Agreement may be terminated by either party in the event of a breach of, or non-compliance by the other party with, any material covenant, term, or condition of this Agreement after the non-breaching party has provided written notice in a manner reasonably describing the breach or non-compliance of such breach and the same remains uncured for fifteen (15) days after the non-breaching party has provided written notice to the breaching party. P24:6 will ensure program meets standards as called for in Exhibit(s), attached.
C. Effect of Termination. If Client terminates this Agreement without cause, or P24:6 terminates this Agreement with cause, then Client shall pay P24:6 for its time and expenses incurred as described in Exhibit(s) A in the performance of this Agreement prior to termination, but not in excess of the total fee to be paid pursuant to Exhibit A. If Client terminates this Agreement for cause, P24:6 shall not be entitled to receive any additional funds.
Cooperation: Client agrees to cooperate with P24:6 and to use its best efforts to provide P24:6 with Client’s information and materials that P24:6 reasonably needs to perform its services.
Governing Law: The validity, construction and enforceability of this Agreement shall be governed by the laws of the State of Missouri.
No Waiver: No failure to enforce any term, condition or provision of this Agreement shall operate as a waiver of such term, condition or provision, or as a waiver of any other term, condition or provision hereunder
Amendments: No amendment or modification of this Agreement shall be valid unless made in writing and executed by each of the parties hereto.
Counterparts: This Agreement may be executed in one or more counterparts or duplicate original; all which shall be considered one and the same agreement.
No Third-Party Beneficiaries: This Agreement is entered into for the exclusive benefit of the parties, and the parties expressly disclaim any intent to benefit anyone not a party to this Agreement.
Payment: Client acknowledges that all undisputed invoices resulting from P24:6 consulting services shall be paid upon receipt. P24:6 accepts all major credit cards and ACH transfers.
Entire Agreement; Severability: This Agreement constitutes the entire agreement between P24:6 and Client and supersedes all previous agreements and understandings, whether oral or written between P24:6 and Client with respect to the subject matter hereof. In the event, any of the terms of this Agreement become or are declared to be invalid by a court of competent jurisdiction, such terms shall be null and void and shall be deleted from this Agreement, and all remaining terms of this Agreement shall remain in full force and effect. Any unenforceable or invalid provisions shall be replaced by a provision, which lawfully enforces the parties’ intention underlying the invalid or unenforceable provision.

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