Last Updated: December 7, 2022

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This Client Agreement (“Agreement”) is by and between: 

 

• you or the entity you represent (hereinafter referred to as “you”, “your”, or “Client”) and 

• Sales Innovator, LLC, a limited liability company governed by the laws of the State of Idaho, USA (hereinafter referred to as “Sales Innovator”, ”we", “our”, or “us”). 

 

In consideration of the mutual covenants and promises contained herein, the parties agree as follows:

 

1. SERVICE; TRIAL PERIOD; WORK AND PROJECT PLANS; PARTIES’ OBLIGATIONS

 

1.1. Service. Sales Innovator is a company that matches its clients with top independent contractors specializing in sales. More specifically, Sales Innovator manages a network of freelancers specializing in sales (individually a “Specialist” and collectively “Specialists”). Sales Innovator identifies the needs of its clients and introduces the right Specialists to such clients. 

 

Sales Innovator will do the following as part of its service to you (“Service”): 

• identify your business needs, 

• introduce a Specialist(s) who will help you with fill the need, 

• facilitate payment transfers between you and the Specialist(s), and 

• facilitate (at your request) with related administrative tasks in connection with a Specialist engagement. 

 

If you wish that any of the Specialists work for or with your clients (“End Client(s)”), then the additional terms in Exhibit A will apply and be incorporated into this Agreement.

 

1.2. Project Plans and Work performed by a Specialist. Sales Innovator will provide the Service to you in accordance with a project plan that is based on your business needs (“Project Plan”). All executed Project Plans will be incorporated into this Agreement. 

 

Each Project Plan will specify: 

• the description of the services to be provided to you by a Specialist (“Work”), 

• the project’s start date, 

• the fees for the Work, 

• the applicable Trial Period, if any (as described below), and 

• other relevant information.

 

1.3. Trial Period; Replacing a Specialist. Your project may be eligible for a trial period if it satisfies certain criteria (“Trial Period”). The length of the Trial Period may be five (5) business days unless otherwise agreed in a Project Plan. If your project is estimated to be completed within five (5) business days, your project will not be eligible for the Trial Period. We will determine such eligibility and let you know.  

 

If your project is under a Trial Period, you will be the sole judge of the performance, suitability, and capability of any Specialist introduced to you. You may request the replacement of a Specialist for any lawful reason if such Specialist does not, in your discretion, meet your requirements under the Project Plan. If you are not satisfied with a Specialist’s Work, and let us know about it in writing during suchTrial Period, then we will not invoice you for such Specialist’s Work performed during the Trial Period and will, as your sole remedy, provide you with another Specialist for an additional Trial Period. You need to describe to us, in writing, the reasons for your dissatisfaction with any Specialist introduced to you, so that we could promptly introduce an acceptable replacement. If you do not provide us with such timely written notice, the Specialist and the Work will be deemed acceptable and thus we will invoice you for such Specialist’s Work, including the Work performed during Trial Period. 

 

If you would like to request a replacement of a Specialist once the Trial Period has passed, or if a Specialist becomes unavailable, then we will, as our sole obligation and your exclusive remedy, use commercially reasonable efforts to replace such Specialist. Such replacement Specialist’s Work will be subject to a Trial Period provided that it is Specialist’s initial engagement with you under this Agreement.

 

1.4. Client Cooperation and Obligations; Client Contact; Specialist’s Rights and Obligations. You understand that the completion of the Work by a Specialist depends on your actions as well. A Specialist will report directly to the person you designate in your Project Plan (“Client Contact”). The Client Contact will provide such Specialist with all necessary information, assistance, specifications, and requirements for such Specialist’s Work. 

 

The Client Contact will be responsible for:

• setting, reviewing, and monitoring the project schedule and Work performed by the Specialist, and

• coordinating the project directly with the Specialist. 

 

The Client further agrees that the Client Contact shall provide Specialist with all applicable processes, policies, and resources necessary for Specialist’s Work. Moreover, the Client is solely responsible for acquiring all rights and licenses to any software, code, tools, information, documentation, or other materials and intellectual property necessary for the Specialist to complete the Work. 

 

The Specialist will be solely responsible for the method, manner, and means of performing the Work. You acknowledge and agree that Sales Innovator will not oversee the Specialist or the completion of the Work and will not control or direct the Specialist. Accordingly, you agree that Sales Innovator will not be in a position to, and expressly does not, warrant or guarantee the quality or timeliness of the Work or that any Specialist will meet any deadline set by you. The completion of the Work in a timely and professional manner is the sole responsibility of the Specialist. 

 

1.5. Acceptance of Work. If you do not provide us with a written request to replace the Specialist within the Trial Period (in accordance with Section 1.3), any Work performed by the Specialist during the Trial Period will be deemed acceptable. 

 

1.6. Specialist’s Time Off and Vacation Time. You agree that any Specialist has the right to have a vacation or have days off. You may inquire about the timing of any vacation time with the Specialist directly, however, given the fact that all Specialists are independent contractors, they can have a time off whenever they like. You will not be liable to pay for any vacation time or other personal days off. If, however, the Specialist’s and your project’s schedules do not line up, we can look for a replacement for you.  

 

1.7. Relationship of Parties; Taxes. Sales Innovator is an independent contractor of the Client. Neither party is authorized to and will attempt to bind the other party. You acknowledge that the Specialists to be introduced to you under this Agreement are independent contractors and not employees of Sales Innovator. Sales Innovator is only responsible to remit the fees and compensation payable to the Specialist and payment of Sales Innovator’s income taxes in connection with this Agreement. You are responsible for all other taxes and assessments, if any, in respect of this Agreement or any Work, including, without limitation, any sales, value-added, use or similar taxes, duties, or levies. Client will pay the full invoice amount and will not withhold therefrom any amount based on any tax, duty, levy, or assessments.

 

2. FEES; BILLING

 

2.1. Deposit. A non-refundable deposit of $500 (five hundred US Dollars) (“Deposit”) shall be payable at the time you accept the terms of this Agreement. This Deposit will be used towards fees for: 

• our Service, and 

• Work performed by any Specialist, which you accepted. 

 

Should you request us to replace a Specialist for another one (in accordance with the Section 1.3), we will not charge you for the Work such Specialist performed during the Trial Period, however, we will keep the Deposit and will charge you the Work of the Specialist you are satisfied with. 

 

Notwithstanding the foregoing, should the Specialist perform the Work strictly in accordance with the applicable Project Plan, the Deposit will be used to cover such Specialist’s Work fees even if you have asked us to replace such Specialist. 

 

2.2. Invoices; Payment Terms. Sales Innovator will invoice you bi-weekly for the Service and Work provided during the preceding two-week period. You also agree to pay Sales Innovator all pre-approved (by you), actual and reasonable travel, lodging, and other out-of-pocket expenses incurred by any Specialist in connection with the Service or Work. Invoiced sums will be due within ten (10) calendar days from the date of Sales Innovator’s invoice. 

 

2.3. Methods of Payment; Late Payments. All payments will be made in U.S. Dollars and paid electronically via credit card, bank wire, ACH transfer, or PayPal. If you select ACH or credit card as your payment method, Sales Innovator will be entitled to draw or charge the amounts due on the payment due date. Amounts past due more than ten (10) calendar days will incur interest at a rate of 1.5% per month from the date they became due and payable. In the event of any action by Sales Innovator to collect any unpaid, undisputed (in good faith) past due amounts, you will reimburse Sales Innovator’s costs of collection, including attorneys’ fees and arbitration or court costs.

 

3. NON-CIRCUMVENTION

 

You agree that Sales Innovator would be considerably harmed if Sales Innovator were to invest its time, energy, and resources to recruit, screen and curate its specialist network and introduce the Specialists to you only for you and Specialists to circumvent Sales Innovator and enter into a direct or indirect arrangement outside of this Agreement. Therefore, you agree that you will not, directly yourself or indirectly through others, encourage or solicit to hire, or otherwise hire or engage for the performance of services (except via Sales Innovator under this Agreement) those Specialists who are introduced to you by Sales Innovator in connection with this Agreement (i) during the period time the Specialist(s) conduct Work for you under this Agreement and twelve (12) months thereafter; or (ii) if you elect not to engage such introduced Specialists under or in connection with this Agreement, then within twelve (12) months after the date such Specialists are first introduced to you by Sales Innovator (the relevant time period under (i) or (ii) with respect to such Specialists, the “Non-Circumvention Period”). For the avoidance of doubt, this restriction is not a general non- solicitation provision and will not apply to Sales Innovator’s entire specialist network but to those Specialists that are introduced to you by Sales Innovator. 

 

You further agree that during the Non-Circumvention Period, you will not refer any Specialist (introduced to you under this Agreement) to subsidiaries, parent companies, partnerships, holding companies, affiliated entities, or investors related to you in any form without processing such request through Sales Innovator’s regular client intake process. You also agree that you will not try to circumvent Sales Innovator by inducing any introduced Specialist to refer, provide names, or recruit other individuals or entities to work for, or provide services to, you or any third parties (except via this Agreement). For the further avoidance of doubt, any Non-Circumvention Period applicable to any individual Specialist will survive termination of this Agreement until the expiry of such Non-Circumvention Period.

 

4. CLIENT’S OPTION TO BUYOUT AND HIRE SPECIALIST 

 

4.1. During the term of a Project Plan and its Non-Circumvention Period applicable to a particular Specialist, you may elect to directly or indirectly engage or employ Specialist outside of Sales Innovator subject to: (a) your prior written notice to Sales Innovator; (b) the right for Sales Innovator to arrange for a reasonable wind-down period for the affected Specialist; and (c) your full payment of the Buyout Fee (defined below). A wind-down period may be thirty (30) days, but may be reasonably adjusted by Sales Innovator based on such Specialist’s commitments to Sales Innovator, or, if any, commitments to other Sales Innovator’s clients.

 

4.2. With respect to each Client-Hired Specialist, Sales Innovator will invoice and you will pay Sales Innovator a buyout fee of Fifty Thousand United States Dollars (USD $50,000) within thirty (30) days of hiring or engaging such Specialist outside of Sales Innovator (“Buyout Fee”).

 

4.3. For the purpose of this Agreement, “Client-Hired Specialist” means a Specialist who: (1) is introduced to the Client by Sales Innovator and provides Work to the Client, and (2) is hired or engaged directly by you, or is engaged indirectly by you via others, to provide services to you outside of this Agreement, during the Non-Circumvention Period applicable to such Specialist.

 

4.4. For the avoidance of doubt, no Buyout Fee will be payable or owed in respect of an individual Specialist if the applicable Non-Circumvention Period for such Specialist has expired.

 

5. TERMINATION

 

5.1. Material Breach. If there is a material breach of this Agreement or a particular Project Plan by a Specialist, you may terminate this Agreement in its entirety or the affected Project Plan(s) by giving Sales Innovator written notice and a ten (10) business day cure period. If you breach this Agreement, Sales Innovator will have the right to terminate this Agreement by providing written notice and a ten (10) business day cure period. 

 

5.2. For Convenience. Either Sales Innovator or the Client may terminate this Agreement or a Project Plan at any time, with or without cause, upon ten (10) business days’ prior written notice to the other party.

 

5.3. Survival. Sections 2-4 and 8-10 will survive termination of this Agreement.

 

5.4. Payment of Amounts Due or Accrued. Upon termination of this Agreement or a Project Plan, you will pay Sales Innovator all amounts due or accrued under the Agreement or such Project Plan, as the case may be, as of the effective date of such termination.

 

6. REPRESENTATIONS AND WARRANTIES

 

6.1. General. Sales Innovator makes no representation or warranty of any kind, express or implied, with respect to its Service, or Specialist’s Work, arising from or relating to this Agreement. Sales Innovator disclaims any other representations and warranties, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any representations or warranties arising from course of dealing, course of performance, or usage of trade.

 

6.2. Sanctions Status and OFAC Compliance. The parties each represent and warrant that they are not, and to the knowledge of such party, none of such party’s respective directors, officers, managers, members, or employees, or those of any of such party’s subsidiaries, as the case may be, is a person who (a) is directly or indirectly owned or controlled by any person currently included on the List of Specially Designated Nationals (SDN) and Blocked Persons or the Foreign Sanctions Evaders List maintained by the United States Treasury Department’s Office of Foreign Asset Control (OFAC), or (b) is directly or indirectly owned or controlled by any person who is located, organized, or resident in a country or territory that is, or whose government currently is, the target of countrywide or territorial sanctions imposed by any United States government sanctions authority.

 

6.3. Anti-Bribery. Each party represents and warrants that neither the party, nor any of its respective directors, officers, managers, members, or employees, or to such party’s knowledge, agents or any persons acting on such party’s behalf, has directly or indirectly made any bribes or other payments in the form of cash, gifts, or otherwise, or taken any other action in violation of the U.S. Foreign Corrupt Practices Act or other applicable anti-bribery or anti-corruption laws.

 

7. IP OWNERSHIP & LICENSES

 

If intellectual property of the Client is reasonably necessary to perform any Work under any Project Plan, the Client agrees to grant to any assigned Specialist a non-exclusive, royalty-free, and worldwide license of the right to fully exercise and exploit Client’s intellectual property and to make derivative works of the same solely for the completion of the Work under any Project Plan.

 

8. CONFIDENTIALITY

 

8.1. Protection of Proprietary Information. All business, technical or financial information disclosed by a party to the other party under this Agreement will be the “Proprietary Information” of the disclosing party. All Work completed by a Specialist under any applicable Project Plan is your Proprietary Information. The Proprietary Information of Sales Innovator includes the terms of this Agreement, Sales Innovator’s screening and selection criteria for Specialists, as well as the names, contact information, technology enabling Specialists to communicate or collaborate with the Client, and rates of the Specialists in Sales Innovator’s network. 

 

Each party agrees to hold in confidence and not disclose or, except in performing its obligations under this Agreement, use any Proprietary Information of the disclosing party. Nothing, however, prohibits Sales Innovator from reusing the know-how accumulated while providing the Service when offering services to Sales Innovator’s other clients.

 

8.2. Exclusions to Definition of Proprietary Information. Proprietary Information does not include any information the receiving party can document: (a) is or becomes generally available to the public without restriction through no fault of the receiving party; (b) was in the receiving party’s possession or known by it without restriction prior to receipt from the disclosing party; (c) was rightfully disclosed to the receiving party by a third party without restriction; or (d) was independently developed by the receiving party without use or reference to any Proprietary Information. The receiving party may make disclosures required by law or court order if the receiving party provides (to the extent permitted by applicable law) the disclosing party with prompt, advance written notice of disclosure and an opportunity to limit or prevent disclosure.

 

8.3. Return of Proprietary Information. As requested by the disclosing party, the receiving party will (and Sales Innovator will use commercially reasonable efforts to cause Specialist to) promptly return to the disclosing party (or, at disclosing party’s election, destroy) all Proprietary Information of the other party provided Client has paid Sales Innovator all undisputed, in good faith, fees due. Despite the foregoing, the receiving party is not required to destroy any Proprietary Information stored in a party’s backup/disaster recovery systems or required to be retained to comply with applicable law or regulatory requirements. All such retained information will be subject to the terms of this Section for as long as such information is held by the receiving party.

 

9. DISPUTE RESOLUTION AND ARBITRATION

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9.1. General. In the interest of resolving disputes between you (or End Client) and Sales Innovator in the most expedient and cost-effective manner, and except as described in Section 9.2, you and Sales Innovator agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises before or after the termination of this Agreement. You understand and agree that, by entering into this Agreement, you and Sales Innovator are each waiving the right to a trial by jury or to participate in a class action.

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​9.2. Exceptions. Despite the provisions of Section 9.1, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

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9.3. Arbitrator. Any arbitration between you and Sales Innovator will be settled under the Federal Arbitration Act and administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (collectively, "AAA Rules") as modified by this Agreement. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Sales Innovator. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

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9.4. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by email with a copy via certified U.S. Mail or by Federal Express (signature required) ("Notice of Arbitration"). Sales Innovator's email address for the Notice of Arbitration is admin@salesinnovator.com and mailing address: Attn: Legal Department, Sales Innovator, LLC, 51 N. Hidden Valley Rd, Rexburg ID 83440. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Sales Innovator may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Sales Innovator must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

 

9.5 Fees. Any arbitration hearing will take place at a location to be agreed upon in Madison County, Idaho, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Sales Innovator for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator's ruling on the merits.

 

9.6. No Class Actions. You and Sales Innovator agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and Sales Innovator agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

 

9.7. Enforceability. If any provision of this Section 9 is found to be unenforceable, then the entirety of this Section 9 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 9.1 will govern any action arising out of or related to this Agreement.

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10. MISCELLANEOUS PROVISIONS

 

10.1. Publicity. The Client agrees that following the first successful Trial Period, Sales Innovator may use Client’s name on Sales Innovator’s website or other marketing material which displays customers of Sales Innovator, or may use the Client as a reference; provided, however, that the Client may decline or revoke this permission, by emailing at admin@salesinnovator.com. Sales Innovator will cease such publicity on its website within ten (10) business days of its receipt of such opt-out notice. The parties may issue a public statement relating to this Agreement at any time following the first successful Trial Period upon each party’s reasonable prior review and written consent.

10.2. Force Majeure. Neither party shall be liable for failure to perform, or delay in performing, any obligation under this Agreement, except the obligation to make payments when due, if such failure or delay is due to force majeure, including, but not limited to, war, embargo, riot, or other civil unrest; fire, explosion, flood or other natural disaster;  government restraints or any other cause beyond the control of the affected party; provided, however, that the party so failing to perform shall (i) as soon as possible, inform the other party of the occurrence of the circumstances preventing or delaying the performance of its obligations, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure or overcome any of such cases and to resume performance of its covenants with all possible speed. In such event, the non-performing party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay.

 

10.3. No Consequential Damages; Limitations of Liability

 

10.3.1. No Consequential Damages. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, SUCH PARTY’S PERFORMANCE HEREUNDER, THE USE OR INABILITY TO USE ANY SERVICE, WORK, OR ANY INTERRUPTION OR DISRUPTION OF OR BY ANY OF THE FOREGOING, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE).

 

10.3.2. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION IN OR MADE A PART OF THIS AGREEMENT, AND EXCEPT ONLY WITH RESPECT TO LIABILITIES THAT MAY NOT BE LIMITED OR EXCLUDED AS A MATTER OF APPLICABLE STATUTORY OR CASE LAW, THE AGGREGATE LIABILITY OF EACH PARTY WITH REGARD TO OR ARISING UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THE FEES PAID BY YOU TO SALES INNOVATOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM FIRST ARISES; PROVIDED THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10.3.2. WILL NOT BE CONSTRUED OR INTERPRETED TO LIMIT YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.

 

10.4. Limitations on Assignment. Neither party will have the right to assign this Agreement to another party without the other party’s written consent, except that either party may, upon written notice to the other party (and without the other party’s consent), assign this Agreement in its entirety to a parent company, any subsidiary of a parent company, or an affiliate in a common control group in connection with a corporate reorganization, entity conversion, acquisition, merger, or sale of or substantially all of its assets; provided that such assignee agrees in writing to be bound by the terms and conditions of this Agreement.

 

10.5. No Third-Party Beneficiaries. This Agreement is solely intended for the benefit of the parties hereto and their respective successors and permitted assignees and is not intended to benefit, and may not be enforced by, any other entity or person, including, without limitation, any Specialist or End Client, as the case may be.

 

10.6. Mutual Indemnification. Each party shall defend, indemnify, and hold harmless the other party and its subsidiaries and affiliates, and their respective directors, officers, employees, and agents, from and against all claims, causes of action, demands, losses, damages, liabilities, settlement amounts, and costs and expenses of any type whatsoever (including reasonable attorneys' fees and costs) arising from or related to any breach of any representation or warranty by the indemnifying party of this Agreement.

 

10.7. Complete Agreement; Amendments; Additional Agreement. This Agreement, inclusive of all Project Plans, constitutes the entire understanding between the parties regarding the subject matter of this Agreement and supersedes and completely replaces any prior written or oral agreement or any discussions or written communications with you, any of your agents or representatives and Sales Innovator and any of its agents and representatives. This Agreement will take precedence over any Project Plan unless and solely to the extent that the parties state in such Project Plan that they intend to override a specific provision of this Agreement. No waiver, change to, or amendment of this Agreement or a Project Plan will be effective unless it is in writing and signed by both parties.

 

10.8. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted under applicable law or decisional case law, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.

 

10.9. Authority to Bind. Sales Innovator provides the Service to you subject to this Agreement. By accepting the terms of this Agreement, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions herein. You further acknowledge that this Agreement is a contract between you and Sales Innovator, even if it is electronic and is not physically signed by you and Sales Innovator, and that the terms and conditions of this Agreement govern your receipt of the Service and Sales Innovator’s provision thereof. You represent that you have the authority to contractually bind the company, business, or other legal entity (“Client Entity”) on whose behalf you are accepting this Agreement, in which case, for clarification, the terms “you” or “your” or “Client” refer to such Client Entity. IF YOU DO NOT HAVE SUCH AUTHORITY TO CONTRACTUALLY BIND SUCH CLIENT ENTITY TO THIS AGREEMENT, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT RECEIVE THE SERVICE.

 

 

EXHIBIT A

 

End Client Terms

 

In accordance with Section 1.1 of the Client Agreement, these additional terms and conditions (“End Client Terms”) will only apply if the Client introduces any Specialist introduced under this Agreement to any End Client or has such Specialist work for or with such End Client.

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1. General Application. The Client acknowledges and agrees that these End Client Terms supplement the terms and conditions in the main body of the Agreement and do not replace, limit, or diminish any of Client’s obligations therein.

2. Non-Circumvention Period and Buyout. The Client will be responsible for any violation by the End Client of the terms in Section 3 and 4 of the Client Agreement, including, without limitation, for payment of any Buyout Fee(s) resulting from End Client directly or indirectly engaging or employing Client-Hired Specialist.

3. Representations. The Client represents, warrants and agrees that (i) the End Client(s) will not further introduce the Specialists, whether to another entity, individual, organization or otherwise, and the End Client will only engage Specialists to provide services for End Client’s internal business purposes, and (ii) the Client has obtained substantially similar representations as are set forth in Sections 6.2 and 6.3 of the Agreement from each End Client to whom any Specialist is introduced through the Client.

4. Confidentiality. The Client may disclose to the End Client only such portion of the Proprietary Information of Sales Innovator required to be disclosed solely for purposes of Client receiving the Services and/or End Client receiving the Work, provided that End Client is bound by a written agreement with confidentiality and use restrictions at least as stringent as those set forth in the Agreement and applicable to End Client’s receipt and use of such Proprietary Information.

5. Indemnification. CLIENT WILL INDEMNIFY, DEFEND AND HOLD HARMLESS SALES INNOVATOR AND ITS MEMBERS, MANAGERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY END CLIENT CLAIMS AND DAMAGES ARISING, DIRECTLY OR INDIRECTLY, FROM THIS AGREEMENT, THE SERVICE, THE WORK AND/OR SPECIALIST. THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 9.3.2. OF THE AGREEMENT WILL NOT BE CONSTRUED OR INTERPRETED TO LIMIT CLIENT’S FOREGOING INDEMNIFICATION OBLIGATION.