Standard Terms and Conditions
Parties. StarrData is an assumed business name of Fortune Technologies Inc. Client refers to company that StarrData is providing services to.
Services. StarrData will provide the Services to Client as outlined in a quote or other description provided to Client. Client shall pay for such Services pursuant to StarrData’s standard rates, unless otherwise agreed in writing by the parties. Payment of invoices are due upon receipt of invoice, and any unpaid balance will accrue interest at 18% per annum.
Confidential Information. In the performance of this project, StarrData may be exposed to Client’s confidential information and materials. StarrData agrees that such information shall be kept confidential and that StarrData shall not use such information for their benefit.
Business Relationship. StarrData shall function as an independent contractor to Client. StarrData shall have no authority to act as Client’s agent and shall not undertake to commit Client to any course of action in relation to third persons.
Termination of Services. This agreement may be terminated prior to the completion of the Services by Client upon thirty (30) days advance written notice to StarrData, provided that Client has paid all fees owed to StarrData through the date of termination. StarrData may suspend or terminate this agreement for nonpayment of fees upon three (3) business days advance notice to Client.
No Solicitation for Employment. During the term of this agreement and for a period of two years thereafter, Client shall not directly or indirectly solicit the employment, have as an employee, engage as a consultant, or engage in any other capacity the services of any person who is then or was within the then immediately twelve months an employee or contractor of StarrData, without the prior written consent of StarrData. During the agreed upon prohibited time period, Client agrees to pay StarrData a $90,000 recruiting fee for each StarrData employee or contractor that Client may hire as an employee or as an independent contractor without the prior written consent of StarrData.
Warranty and Limitation of Liability. StarrData warrants that the Services will be performed by qualified personnel in a professional manner, conforming to generally accepted industry standards and practices.
EXCEPT AS EXPRESSLY STATED IN THE ABOVE PARAGRAPH, NO EXPRESS OR IMPLIED WARRANTY IS MADE WITH RESPECT TO THE SERVICES OR GOODS TO BE SUPPLIED BY STARRDATA HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER STARRDATA NOR ITS AFFILIATES WARRANTS THE RESULTS OF ANY SERVICES.
THE TOTAL LIABILITY, IF ANY, OF STARRDATA OR ITS AFFILIATES, INCLUDING BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE SHALL NOT IN ANY EVENT EXCEED THE FEES PAID BY CLIENT IN THE PRIOR TWELVE MONTH PERIOD. NEITHER PARTY SHALL BE LIABLE FOR LOSS OF PROFITS, LOSS OR INACCURACY OF DATA, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OR THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
General Provisions. This is the entire agreement between the parties, and supersedes any prior or contemporaneous agreements or understandings. Any amendment or modification to the terms and conditions set forth herein must be in writing and signed by the parties. California law shall govern this agreement. Any dispute between the parties shall be conducted in courts located in Contra Costa County in California, and Client irrevocably submits to the jurisdiction of the courts located therein. The prevailing party in any action or proceeding concerning this Agreement shall be entitled to reasonable attorney fees.