Lanae Norwood Consulting LLC is a California Limited Liability Company doing business as L. Norwood & Associates.
Any deliverables not expressly outlined in this scope of work are not the responsibility of Lanae Norwood Consulting LLC, “the Consultant,” and are not included in services provided by Lanae Norwood Consulting LLC. Any additional services may be subject to additional fees and require written approval from “the Client.”
See our Standard Delivery Policy. Any services or products requested sooner than standard delivery times are considered a rush service and additional fees apply.
All of the delivery dates quoted are contingent upon receiving written authorization to perform services from the Client or its designee. Also, it is necessary to obtain cooperation and feedback for edits, reworks, and revisions within three business days. Failure to provide input, coordination and collaboration within three business days could result in delivery delays.
Any deliverables not expressly outlined in this scope of work are not the responsibility of the Lanae Norwood & Associates team and are not included in services provided by the Lanae Norwood & Associates team. Any additional services may be subject to additional fees and require written approval from “the Client.”
The project retainer is required in advance to begin any work. The remaining billables will be invoiced for 30 days net. All program costs are the client’s responsibility and will be billed directly or invoiced as pass-through costs at the end of the month. Lanae Norwood Consulting LLC will be required to obtain approval before any expenditures requiring reimbursement. Reimbursements include any subscriptions, printing, travel, venue costs, event fees, production costs, licenses, or any costs outside agency compensation needed to perform services outlined in this proposal.
The time charged will include the time the Consultant spends on telephone calls relating to the Client’s affairs, including calls with the Client, the Client’s staff, partners, funders, or other designees. The Consultant’s staff assigned to the Client’s services may confer among themselves about the services when appropriate. When they confer, each person will charge for the time expended as long as the work is reasonably necessary and not merely duplicative. Likewise, if more than one of the Consultant’s staff attends a meeting or other activity, each will charge for the time spent. The Consultant will charge for waiting and travel time, both local and out of town. Time is charged in minimum units of 15/60 (.25) of an hour.
General business hours for Lanae Norwood Consulting LLC are 9 am to 5 pm PST, Monday through Friday. We observe all federal and state holidays. Any services requested outside of these working days and times must be approved by the client and billed at an after-hour rate of $400 per hour unless other arrangements have been made.
General Terms and Conditions for the Sale of Services
NOTICE:
Sale of any Products or Services is expressly conditioned on Company’s assent to these Terms and Conditions. Any acceptance of Consultant’s offer is expressly limited to acceptance of these Terms and Conditions, and Consultant expressly objects to any additional or different terms proposed by Company. No Company form shall modify these Terms and Conditions, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these Terms and Conditions. Any order to purchase products or receive services shall constitute Company’s assent to these Terms and Conditions. Unless otherwise specified in the quotation, Consultant’s quotation shall expire thirty (30) days from its date and may be modified or withdrawn by Consultant before receipt of Company’s confirming acceptance.
Definitions.
“Company” and “Buyer” means the entity to which the Consultant provides Products or Services under the Contract.
“Contract” means either the contract agreement signed by both parties or the purchase order signed by the Company and accepted by the Consultant in writing, for the sale of Products or Services, together with these Terms and Conditions, the Consultant’s final quotation, the agreed scope(s) of work, and Consultant’s order acknowledgment. In the event of any conflict, the Terms and Conditions shall take precedence over other documents included in the Contract.
“Contract Price” means the agreed price stated in the Contract for the sale of Products and Services, including adjustments (if any) in accordance with the Contract.
“Products” means the equipment, parts, materials, supplies, and other goods the Consultant has agreed to supply to Company under the Contract.
“Consultant, ” “Contractor,” “firm,” and “Seller” means the entity providing Products or performing Services under the Contract.
“Services” or “Work” means the services Consultant has agreed to perform for the Company under the Contract.
“Terms and Conditions” means these “General Terms and Conditions for the Sale of Products or Services”, together with any modifications or additional provisions specifically stated in Consultant’s final quotation or specifically agreed upon by Consultant in writing.
Payment Terms.
(a) Terms of payment are net cash thirty (30) days following the invoice date or by letter of credit paid upon submittal of documents, all payable in the currency specified in the invoice.
(b) Company shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. The Company shall reimburse the Consultant for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees and court costs. In addition to all other remedies available under these Terms and Conditions or at law (which Consultant does not waive by the exercise of any rights hereunder), Consultant shall be entitled to suspend the delivery of any Products or Services if Company fails to pay any amounts when due hereunder and such failure continues for thirty (30) days following written notice thereof.
(c) Company shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Consultant, whether relating to Consultant’s breach, bankruptcy, or otherwise.
(d) If the Company disputes any invoice or portion thereof, it shall notify the Consultant in writing within thirty (30) days of receipt of said invoice, detail the reason for the dispute, and pay all undisputed amounts. All charges, not timely disputed in writing shall be deemed undisputed and shall be due and payable as set forth above.
(e) The following products and services require a 50% deposit before beginning work:
- Video Production Services
- Web Development Services
- Event Planning Services
- Media Buys and Ad Spends
- Print Services
- Rush Services
- Any services outside of the planned scope of work
Ownership of Copyright Absolute.
The Company expressly agrees and acknowledges that the Consultant’s ownership of the copyright in and to the Work is absolute and that the Company shall not have the right to transfer, assign, sell, license, and otherwise exploit the Work, and any and all derivative or related works, without further payment to or compensation of Consultant.
Consultant’s Representations.
Consultant represents and warrants to the Company as follows:
(a) The Work will not infringe any copyright or other proprietary right of any third party;
(b) No portion of the Work has been created or commenced prior to the date of this Agreement;
(c) In creating the Work, the Consultant will not use the services of any other person or entity or will require all such persons or entities to execute counterparts of this Agreement; and
(d) Consultant will not transfer or assign, directly or indirectly, any right, title, or interest in or to the Work to any third party.
Non-Solicitation.
The Client understands and agrees that any attempt on their part to induce other employees or Consultants to leave the Consultant’s workforce or any effort by The Client to interfere with the Consultant’s relationship with its Clients, other employees, and Consultants would be harmful and damaging to the Consultant. The Client agrees that during the Retainer, and for a period of four (4) years after the end of that term, The Client will not in any way directly: Improperly induce or improperly attempt to induce any Client, employee, or Consultant of the Consultant to quit employment or retainer with the Consultant; Otherwise, interfere with or disrupt the Consultant’s relationship with its clients, employees, and Consultants; or Improperly solicit, entice, or hire away any employee or Consultant of the Consultant for the purpose of an employment opportunity that competes with the Consultant unless by written consent of the Consultant. This non-solicitation obligation, as described in this section, will be limited to employees or Consultants who were employees or Consultants of the Consultant during the period that The Client retained the Consultant. During the Retainer, and for two (2) years thereafter, The Client will not divert or attempt to divert from the Consultant any business the Consultant had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or expiration, as the case may be, of the Retainer.
Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS,
COSTS OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
Indemnity.
Each party agrees to defend, indemnify, and hold harmless the other party and its
officers, directors, agents, affiliates, distributors, representatives, and employees from any and all
third-party claims, demands, liabilities, costs, and expenses, including reasonable attorney’s fees,
costs and expenses resulting from the indemnifying party’s material breach of any duty,
representation, or warranty under this Agreement.
Assignment.
This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other party. Any attempt to make such an assignment shall be void.
Attorney’s Fees.
In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.
Termination.
This Agreement shall terminate automatically upon the completion of the Services described herein. In the event of such termination, the Company shall be obligated to pay only for actual services provided by the Consultant and for expenditures incurred with the Company’s approval.
Termination on Default.
If a party defaults by failing to substantially perform any provision, term, or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate this Agreement by providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default. The party in default shall have 14 business days from the effective date of such notice to cure the default(s). Unless waived by the party providing the notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
Taxes.
The Company shall pay the amount of any sales, use, excise, or similar taxes applicable to the performance of the Services if any, or, in lieu of such payment, the Company shall provide the Consultant with a certificate acceptable to the taxing authorities exempting the Company from payment of such taxes.
Severability.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
Governing Law / Forum.
This Agreement shall be construed in accordance with the internal laws of the State of California, without regard to conflict of laws rules. The venue shall be in a court of competent jurisdiction in the State of California, and both parties expressly consent to jurisdiction in such courts.
Complete Contract / Amendment.
This Agreement supersedes all prior agreements and understandings between the parties for the performance of the Services and constitutes the complete agreement and understanding between the parties. The parties may amend this Agreement in a written document signed by both parties. This limitation of liability is a material basis for the parties’ bargain. It reflects the bargained-for allocation of risks between the Consultant and Company, without which the Consultant would not have agreed to provide the Products or services at a price charged.
Confidential Information.
All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Buyer at the time of disclosure; or (c) rightfully obtained by the Buyer on a non-confidential basis from a third party.
Force Majeure.
Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Contract, for any failure or delay in fulfilling or performing any term of this Contract when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Relationship of the Parties.
The relationship between the parties is that of independent contractors. Nothing contained in this Contract shall be construed as creating any agency, partnership, joint venture, or other forms of joint enterprise, employment, or fiduciary relationship between the parties. Neither party shall have the authority to contract for or bind the other party in any manner whatsoever.