Confidentiality. PCI agrees to maintain in confidence and not to disclose to others, without the express written consent of customer, all information received and/or made available to PCI from customer, its clients, or their respective parents, subsidiaries, agents, or employees, except information which was known to PCI prior to acquisition hereunder, or which without fault of PCI becomes generally known to the public, or is acquired by PCI from a third party having a legal right to disclose the same. All information received or developed hereunder is presumed to be confidential and not to be disclosed to others unless otherwise stated in writing by customer PCI further agrees not to use any information received or developed hereunder for any purpose except in furtherance of this Agreement. At the request of customer, PCI shall transfer to customer data and information in its possession relating to the work hereunder, that does not violate intellectual property or PCI confidentiality.
Relationship of the Parties. PCI shall not, as a result of this Agreement, be entitled to any employee or fringe benefits that customerprovides to its employees. It is expressly understood that PCI is an independent contractor and that she/he is not an employee, servant or agent of any customer. For convenience, customers may provide PCI with office space, access to office equipment, and clerical support when PCI is requested to work in customer, offices. PCI retains the right to exercise independent judgment and experience in the performance of services hereunder. Subject to this right, customer retains the right to inspect, review and prescribe alterations to the work of PCI in order to ensure its conformity with customer or its client’s requirements.
Other Employment. Nothing contained herein shall prevent PCI from providing services to, or accepting employment from, another entity. Customers may terminate this Agreement in the event such other employment interferes with PCI’s ability to perform services hereunder.
Disputes. The parties agree to attempt to resolve any disputes as to fees amicably, and to make a reasonable attempt to resolve any disputes that arise through mediation. However, if a dispute cannot be resolved amicably and the matter must be decided in court, the parties agree the prevailing party in court shall be awarded reasonable costs, including attorney fees. Venue for any dispute shall be in the State of New Jersey.
Termination
Fixed Price Services: Fixed Price services are considered complete and payment due at the completion of the implementation. This date is defined as your “go live” date in your initial project plan. There is a 30 day notice requirement to terminate your agreement.
Fixed Price Termination: Any fixed price services terminated after the “go live” date provided in your project plan are due 100% of the price quoted. Terminated services prior to this date result in 75% of the fixed price, due immediately upon termination of the services.
T&M (Time and Material): Any T&M services requested to be terminated require 30 days notice.
Payment: All payments are due net 30 unless specified differently in your statement of work. Any balance due 90 days or greater, after a reasonable effort to collect will; be sent to a collection agency, reported to D&B business services and government CPAR where applicable.
Credit Cards – By agreeing to credit card payment, either written or verbally, is an agreement to pay a service & convenience fee as part of the payment. This percentage will be governed by market conditions and fees incurred by PCI.
Reimbursable Expenses – Are due by customer for all reasonable expenses incurred by PCI. PCI will make every effort to obtain advance approval before incurring any reimbursable expenses. Meals for travel costs are billed at per diem rates
Rate Inclusive – The compensation set forth above is inclusive of all taxes, fees, and/or other charges now imposed (whether by federal, state, municipal or other local public authority) with respect to services rendered by PCI hereunder.
Non-Solicitation of Employees. During the term of this Agreement and for one year after any termination of this Agreement, either party will not, without the prior written consent of the other party, either directly or indirectly, solicit or attempt to solicit, divert or hire away any person employed by the other party. If either party does directly or indirectly hire employee from the other party, they agree to pay a fee of 20% of the employee’s annual salary.
Entire Agreement. This Agreement constitutes a single integrated contract expressing the entire agreement of the parties and supersedes all prior and contemporaneous oral and written agreement and discussions. There are no other agreements, written or oral, express or implied, between the parties hereto. This Agreement may be amended by an instrument in writing signed by both parties.
Intellectual Property Indemnity. The Contractor shall indemnify and hold the customer harmless from any suits or claims of infringement of any patent rights, copyrights, or trademarks arising out of any patented, copyrighted, or trademarked materials, methods, systems, goods and/or services, used by the Contractor.
