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
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
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.
Updated on 2015-12-21T18:42:27+00:00, by .