The Vision to Fruition Group LLC

General Terms & Conditions

BACKGROUND

  1. The Client believes that the Contractor has the necessary qualifications, experience, and abilities to provide Services to the Client.

  2. The Contractor is agreeable to providing such Services to the Client on the Terms and Conditions set out in this Agreement.
     

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligation outlined in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

  1. DESCRIPTION OF SERVICES. The Vision to Fruition Group LLC (and/or its subsidiaries) will provide the Services described in the purchased package or service description. (collectively, the “Services”). The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
     

  2. COMPENSATION, PAYMENT, AND EXPENSES. Full payment or payment of a deposit signifies the agreement of the Services described in the purchased package or service description. All payments made by the Client to the Contractor are non-refundable. The Client shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if the Client fails to pay for the Services when due, The Vision to Fruition Group LLC (and/or its subsidiaries) has the option to treat such failure to pay as a material breach of this Contract and may cancel this Contract and/or seek legal remedies. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services. All expenses must be pre-approved by the Client.
     

  3. TERM. This Contract will terminate automatically three weeks following the completion by the Contractor of the Services required by this Contract, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties. If either Party wishes to terminate this Agreement before the completion of Services, the Party will be required to provide 10 days' written notice to the other Party. All payments made by the Client to the Contractor are non-refundable.
     

  4. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed in whole or in part by the Contractor in connection with the Services will be the exclusive property of the Client. Upon request, the Contractor will execute, within a reasonable period, all documents necessary to confirm or perfect the exclusive ownership of Recipient to the Work Product.
     

  5. CONFIDENTIALITY. The Contractor and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Contractor, or divulge, disclose or communicate in any manner, any information that is proprietary to the Client. The Contractor and its employees, agents, and representative will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by the Client of these confidentiality obligations which allows the Contractor to disclose the Client’s confidential information to a specific third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences. Upon termination of this Contract, the provider will return to the recipient all records, notes, documentation, and other items that were used, created or controlled by the provider during the term of this Contract.
     

  6. INDEMNIFICATION. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, employers, and permitted successors and assigns against any claims, losses, damages, liabilities penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying Party, its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
     

  7. WARRANTY. The Contractor shall provide its Services and meet its obligation under this Contract in a timely and workmanlike manner, using knowledge and recommendation for performing the Services which meet generally acceptable standards in the Contractors community and region and will provide a standard of care equal to, or superior to, care used by Service providers similar to the Contractor on similar projects.
     

  8. CAPACITY/INDEPENDENT CONTRACTOR. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an Independent Contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a Contract for Service. The Client is not required to pay or make any contributions to, any social security, local, state, or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Contract during the Term. The Contractor is responsible for paying and complying with reporting requirements for, all local, state, and federal taxes related to payments made to the Contractor under this Agreement.
     

  9. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract: (1) The failure to make a required payment when due. (2) The insolvency or bankruptcy of either Party. (3) The subjection of any of either Party’s property to any levy, seizure general assignment for the benefit of creditors, application, or sale for or by any creditor or government agency. (4) The failure to make available or deliver Services in the time and manner provided in this Contract.
     

  10. REMEDIES. In addition to any other rights a Party may have available according to law, if a party defaults by failing to substantially perform any provision, term, or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other Party may terminate the Contract by providing written notice to the defaulting Party. This notice shall describe with sufficient detail the nature of the default. The Party receiving such notice shall have 10 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such period shall result in the automatic termination of this Contract. All payments made by the Client to The Contractor are non-refundable.
     

  11. FORCE MAJEURE. If the performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either Party reasonable control (“Force Majeure”), and if the Party is unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligation of the Party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars or strikes, lockouts, work stoppages or other labor disputes, or supplier failures. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, or affiliates.
     

  12. DISPUTE RESOLUTION. The Parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the Parties. If the matter is not resolved by negotiation within 30 days, the Parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
     

  13. ENTIRE AGREEMENT. This Contract contains the entire Agreement of the Parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the Parties.
     

  14. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provisions it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
     

  15. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the Parties if the writing is signed by the party obligated under the amendment.
     

  16. GOVERNING LAW. This Contract shall be construed under the laws of the State of Maryland.
     

  17. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address outlined in the opening paragraph, or to such other address as one party may have furnished to the other in writing.
     

  18. WAIVER OF CONTRACTUAL RIGHTS. The failure of either Party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
     

  19. ATTORNEY’S FEES TO THE PREVAILING PARTY. In any such action arising hereunder or any separate action about the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.
     

  20. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both Parties in a mutual effort.
     

  21. ASSIGNMENT. Neither Party may assign or transfer this Contract without the prior written consent of the non-assigning Party, for which approval shall not be unreasonably withheld.