The following text is incorporated by reference into proposals issued by Hochman Consultants LLC or JE Hochman & Associates LLC (“CONSULTANT”) to
or with their respective clients (“CLIENT”).
1. The exclusive remedy available to CLIENT shall be the repair or replacement of services due from CONSULTANT.
2. CONSULTANT’s liability is limited to the amount actually paid by CLIENT. Furthermore, CONSULTANT is not liable for any indirect, special or consequential damages.
3. Warranties by both parties are as follows:
a. Each Party to this Agreement warrants that it is not under any legal obligation that would prevent it from entering into this Agreement or that would prevent or hinder the carrying out of its terms, and that all internal authorizations required for the entering into of this Agreement have been or will be made, including any required authorizations by its Board of Directors, or otherwise.
b. The Parties agree that, except as may be expressly provided in this Agreement, neither has made or makes to the other any representations or warranties respecting the compensation that the other may expect to earn or receive pursuant to this Agreement or otherwise.
c. CONSULTANT expressly disclaims and excludes all express and implied representations and warranties, whether statutory or otherwise.
4. CONSULTANT and CLIENT are and shall be independent contractors and CONSULTANT is not and shall not be the agent or legal representative of CLIENT for any purpose whatsoever.
5. The Parties hereby agree that they are not to hold themselves out as having any right or authority to assume or to create any obligation or responsibility on behalf of or in the name of the other party or to bind the other party in any manner whatsoever other than as may be expressly provided by their agreement.
6. Subject to paragraph 5, no Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any attempt to assign this Agreement without such written consent shall be void.
7. Notwithstanding paragraph 6, CONSULTANT shall be entitled to assign this Agreement to a company related to or affiliated with CONSULTANT without the prior written consent of CLIENT.
8. It is agreed between the Parties that neither of the Parties shall be held responsible for damages caused by delay or failure to perform their respective undertakings under the terms of this Agreement when the delay or failure is due to fires, strikes, floods, acts of God, wars, riots, insurrections, lawful acts of public authorities, or delays or defaults caused by common carriers, that cannot reasonably be foreseen or provided against, including the actions of search engines, directories and related parties not under the direction or control of the CONSULTANT.
9. The delay or failure in performance excused by paragraph 8 of this Agreement shall only be excused for so long as the causes of such excusable delay or failure subsist. The Parties shall resume the performance of their respective undertakings forthwith upon cessation of the cause of such excusable delay or failure.
10. No covenant or condition of this Agreement may be waived except by the written consent of the waiving Party, and forbearance or indulgence by the waiving Party in any regard whatever shall not constitute a waiver of the covenant or condition to be performed by the other Party and until complete performance by the other Party of the covenant or condition, the waiving Party shall be entitled to invoke any remedy available under this Agreement or at law, despite the forbearance or indulgence.
11. If any part of this Agreement is found to be invalid by any court of competent jurisdiction, that part shall be deemed severed from this Agreement and shall not affect the validity of the remainder, which remainder shall remain in full force. Such severance shall have effect only in the geographic area within which such court has jurisdiction.
12. All notices required to be forwarded pursuant to this Agreement shall be sent by email, certified mail, personal delivery or facsimile.
13. The laws of the state of Connecticut in the United States of America applicable to contracts executed and wholly performed in Connecticut shall govern this Agreement.
14. Any controversy or claim arising out of or related to this Agreement or any breach of this Agreement shall be commenced,prosecuted and resolved in Hartford, Connecticut, by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator shall be bound by each of the provisions set forth in the contract contained herein, and by the substantive laws of the courts of Connecticut that relate to any controversy arising from this contract.
15. This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior and contemporaneous agreements, understandings and discussions, whether oral or written, between the Parties. There are no warranties, representations or other agreements between the Parties in connection with its subject matter except as specifically set forth in this Agreement.
16. No change or modification of this Agreement shall be valid unless it is in writing and signed by each Party hereto.
17. This Agreement is binding on all successors, permitted assigns, heirs, executors and administrators of the Parties hereto.
18. The CLIENT authorizes the CONSULTANT’s use of all CLIENT logos, trademarks, Web site images, etc., for use in creating and using web resources including, but not limited to, web pages; and any other uses as deemed necessary by the CONSULTANT, and agreed to by the CLIENT, for internet marketing and search engine optimization.
19. The CLIENT warrants that it is legally entitled to use, and saves the CONSTULTANT harmless regarding, all materials provided to the CONSULTANT by the CLIENT during the course of this Agreement.
20. The CONSULTANT shall retain copyright over all work done until the final payment is made.