BUSINESS PRODUCTS SERVICE AGREEMENT 

 

By purchasing this product, you are entering into an agreement of service with Power3 Solutions, LLC This Business Products Service Agreement  (this “Agreement”) is made as of the date of purchase, by and between Power3 Solutions., (“Power3 Solutions”) and the purchaser (“Client”).

 

For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

  1. Business Products 

Power3 Solutions will provide certain consulting services (“Services”) as set forth in the product details and specifications online, or, if applicable, a Change Order (each a “Change Order”), each of which will be attached as an Exhibit to and made a part of this Agreement and each shall specifically reference this Agreement.  A Change Order can be formally written in the Statement of Work, or by email as long as it is in writing and agreed upon by the appropriate authorized person(s) from each party to this agreement. Should it affect pricing, that will be included in the written agreement addendum.

1.1 Client Requirements. An addendum will be added to the contracts that list areas where the client is expected to perform and provide information in a manner consistent with the delivery of service needs. 

  1. Payment.

Client will compensate Power3 Solutions in consideration of the Services by paying online for the product, payment will be collected at once or in 3 installments as selected by the purchaser client. Any future installments will be taken automatically. Failure to pay will result in late fees as described below. 

2.1 Travel.

If travel is requested, it is not included in the cost and the purchaser/client would be required to provide payment for any expenses incurred at the purchaser/client’s request. 

  1. Term and Termination.

3.1 Term. This Agreement shall be in full force and effect on the date of purchase through completion and delivery of product.  

3.2 Termination. Client can not terminate this purchase after completing it online, refunds may only be given within 24 hours and prior to the start of service. 

3.3 Payment. In the event of any termination of this Agreement, payment will still be required and no refund will be issued. 

  1. Description of Services

4.1 The online product describes the product being purchased. The products define what will be delivered to the client. 

4.2 Strategic plans are a written plan that is customized to that company’s requirements as a roadmap to improve the business strategically per the terms of the product.  Power3 provides the plan, not the implementation and performance of the plan. 

4.3 Downloadable products do not have any additional service requirements. Additional services can be requested at additional cost.

4.4 Training is online unless stated otherwise, all online trainings are digital and do not include additional services. Additional services can be requested at additional cost.

4.5 The client can retain Power3 services to implement the plan and provide additional consultation under a different agreement.

  1. Change Orders.

After purchasing a product, the client can add additional products or services through statement of work or written agreement. 

  1. Scope of Work.

Client acknowledges that: (i) the scope of work to be performed by Power3 Solutions for the Fees specified in the product description will be limited to the Services specified in the product description, and (ii) all work other than as specified in product description will be subject to further charge, pursuant to a Change Order or separate written agreement by and between Power3 Solutions and Client. There may be multiple Statements of Work under one agreement if the services performed are different in nature, each Statement of work is independent of the other.

  1. Confidential Information.

Each party to this Agreement (each, a “Recipient”) shall protect and keep confidential all non-public information (“Confidential Information”) disclosed by the other party (each, a “Discloser”), whether or not it is marked or identified as “Confidential Information” by the Discloser, and shall not, except for the purposes of performing the Services to be provided hereunder, use or disclose any such Confidential Information without written permission from the other party. Confidential Information shall include, without limitation, computer programs, code, algorithms, know-how, methodology, policies, trade secrets, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, pricing and fee schedules, financial and product development plans, customer lists, customer information (including but not limited to account numbers, account balances, account activity, tax or social security numbers, etc.) information regarding distribution channels, forecasts, and strategies.

Upon completion, at Discloser’s request Recipient shall return to Discloser all written materials that contain any Confidential Information. The obligations of confidentiality shall not apply to any information which: (i) was previously known to Recipient; (ii) is or becomes publicly available, through no fault of Recipient; (iii) is disclosed to Recipient by a third party having no obligation of confidentiality to Discloser; (iv) is independently developed by Recipient; or (v) is required to be disclosed as a matter of law.

  1. Ownership and License.

This Section and/or any of its Subsections will apply to the terms of this Agreement, unless otherwise specified in any Statements of Work and/or Change Orders that become a part of this Agreement.

8.1   Ownership and license of Power3 Solutions Materials.

(a) In connection with the provision of Services hereunder, Power3 Solutions may provide certain materials and information proprietary to Power3 Solutions and provided or used by Power3 Solutions in the provision of Services, including, but not limited to, algorithms, software developed outside the scope of this Agreement, and other content provided by Power3 Solutions (collectively, “Power3 Solutions Standard Materials”). Client acknowledges that all right, title and interest in and to all Power3 Solutions Standard Materials is and remains the exclusive property of Power3 Solutions or its suppliers. Subject to Client’s payment of all fees under the applicable Statement of Work and/or Change Order, Power3 Solutions hereby grants to Client a non-exclusive and non-transferable (except as set forth in Section 23) license to use and reproduce the Power3 Solutions Materials, as defined in Section 8.1 (b) below, solely for the internal business purposes of Client (including, in a publicly-accessible Web site).

(b) In connection with the provision of Services hereunder, Power3 Solutions may provide certain software components (the “Power3 Solutions Standard Components”) to Client, which may be in source or object code form. Client acknowledges that all right, title and interest in and to all Power3 Solutions Standard Components and Power3 Solutions Standard Materials (collectively, “Power3 Solutions Materials”) is and remains the exclusive property of Power3 Solutions or its suppliers. Client will not, and will not allow any employee or third party (i) to, copy, reverse engineer, modify, improve and/or create derivative works of, copy, reverse engineer, or retrieve or read all or any portion of the source code of the Power3 Solutions Standard Components, irrespective of the medium in which the Power3 Solutions Standard Components may be contained or embodied.  In the event that any employee or third party modifies, improves or creates derivative works from Power3 Solutions Materials, whether or not in violation of this Agreement, Client will cause all right, title and interest in and to such modifications, improvements and/or derivative works to be assigned to Power3 Solutions.

(c) Notwithstanding any ownership rights that Power3 Solutions may grant to Client, Client agrees that Power3 Solutions retains the right to re-use, distribute and license to any of its current and future Clients any of its Materials, proprietary know-how, ideas, concepts, methodologies, rapid prototyping processes, algorithms, routines, code, methods, processes, or similar information, however characterized, whether in tangible or intangible form, and whether used by Power3 Solutions in the performance of Services or not, at any time and without limitation.

8.2 Ownership and License of Client Materials.

(a) The parties acknowledge and agree that all right, title and interest in and to all materials and information supplied by Client for use in the delivery of the Services (all, collectively, “Client Materials”) will be owned exclusively by Client. All right, title and interest in and to all Reports will be owned exclusively by Client.

  1. Promotion.

This Section and/or any of its Subsections will apply to the terms of this Agreement, only if it is specified in any Statements of Work and/or Change Orders that become a part of this Agreement.

9.1 Power3 Solutions Credit.  Notwithstanding any other provision in this Agreement which may suggest to the contrary, Power3 Solutions, with Client’s separate review and approval, will have the right to include Client’s name and logo in Power3 Solutions’ client list, marketing and advertising material, and press releases. 

9.2 Promotion.   Client agrees to allow Power3 Solutions to share publicly, the relationship with client, giving Power3 Solutions the right to reproduce, display and otherwise use the trademark, logo and/or trade name of Client, solely in connection with advertisement and promotion of the products and services of Power3 Solutions. Power3 Solutions will have the right to make reasonable use of the results of the services, including, but not limited to, a case study profiling the Client, the use of still photographs of and/or screen captures from any component, and to make demonstrations of executable versions of any component, to the extent that such use does not reveal the Confidential Information of Client, for Power3 Solutions internal use and for reasonable promotion of the business of Power3 Solutions in accordance with customary industry promotional practices; provided, however that Power3 Solutions will not make any use which implies endorsement or sponsorship of Power3 Solutions by Client. 

  1. Representations and Warranties.

10.1 Client.  Client hereby represents and warrants as follows:

(a) Client will own or will have obtained from the owners the right to use, the Client Materials used in delivery of product, and use of the Client Materials by Power3 Solutions will not violate any applicable law, regulation, rule or order, or infringe upon or violate the rights of any third party. No Client Materials will: (i) contain any defamatory, obscene, indecent, or offensive material; or (ii) invade the right of privacy or publicity of any person.

(b) Client has the authority to enter into this Agreement.

10.2 Power3 Solutions. Power3 Solutions hereby represents and warrants as follows:

(a) To the best of its knowledge, Services will not violate the proprietary rights of any third party, provided, however, that Power3 Solutions’ expressly disclaims any warranty relating to any such infringement resulting from Power3 Solutions’s use of Client Materials, and provided, further, that the foregoing warranty shall not apply where Client or its agents make modifications to any aspect of the results of the Services.

(b) Power3 Solutions has the authority to enter into this Agreement.

10.3 Disclaimer. POWER3 SOLUTIONS GIVES AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OTHER THAN THAT EXPRESSLY SET FORTH IN THIS SECTION 10. NO REPRESENTATIVE OF POWER3 SOLUTIONS IS AUTHORIZED TO GIVE OR MAKE ANY OTHER REPRESENTATION OR WARRANTY OR MODIFY THE WARRANTY PROVIDED HEREIN IN ANY WAY. WITHOUT LIMITING THE FOREGOING DISCLAIMER, NO IMPLIED WARRANTY OF MERCHANTABILITY, NO IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, AND NO IMPLIED WARRANTY ARISING BY USAGE OR TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE IS GIVEN OR MADE BY POWER3 SOLUTIONS OR SHALL ARISE BY OR IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, AND IN NO EVENT SHALL POWER3 SOLUTIONS HAVE ANY LIABILITY OR OBLIGATION WHATSOEVER IN CONNECTION WITH ANY SUCH WARRANTY. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, ALL SERVICES, AND COMPONENTS PROVIDED BY POWER3 SOLUTIONS UNDER THIS AGREEMENT, INCLUDING CLIENT CUSTOM COMPONENT, PRODUCT, AND POWER3 SOLUTIONS MATERIALS ARE PROVIDED AS IS.

  1. Other Understandings Between the Parties.

This Section and/or any of its Subsections will apply to the terms of this Agreement, only if it is specified in any Statements of Work and/or Change Orders that become a part of this Agreement.

11.1 Compliance With Laws.  Client will operate each component in full compliance with all applicable laws and regulations, including, but not limited to, laws or regulations relating to the use of personal information, whether obtained through observation or analysis of usage patterns (i.e., so-called “data mining”) or otherwise. Client agrees to comply fully with all relevant export laws and regulations of the United States (“Export Laws”) to assure that neither the Client Custom Components, Power3 Solutions Standard Components, or Power3 Solutions Materials nor any direct product thereof are (a) exported, directly or indirectly, in violation of Export Laws; or (b) are intended to be used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.

11.3 Security. Client will have the sole and exclusive responsibility for the security of all personal information submitted through any component, including, but not limited to, credit card and other sensitive information.

  1. Indemnification.

12.1 Indemnification by Power3 Solutions.  Power3 Solutions will indemnify Client and its officers, directors, employees, agents and affiliates from and against any and all suits, actions, claims, penalties, liabilities or obligations (“Claims”) caused by: (i) Power3 Solutions Materials used by Client in the course of the Services consistent with the terms of this Agreement (ii) a breach of any representation or warranty made by Power3 Solutions in this Agreement or any Statement of Work, or Change Order pursuant to this Agreement, or (iii) its use of the other party’s confidential information. Client will give Power3 Solutions prompt notice of each such Claim and reasonable cooperation in connection with the defense of each such Claim. Sole control of defense and/or settlement of each such Claim will reside with Power3 Solutions.

12.2 Indemnification by Client. Client will indemnify Power3 Solutions and its officers, directors, employees, agents and affiliates from and against any and all Claims caused by: (i) a breach of any representation or warranty made by Client in this Agreement or in any Statement of Work, Change Order pursuant to this Agreement, (ii) additions or alterations by Client to Power3 Solutions Materials, or (iii) its use of the other party’s confidential information. Power3 Solutions will give Client prompt notice of each Claim and reasonable cooperation in connection with the defense of each Claim. Sole control of defense and/or settlement of each such Claim will reside with Client.

  1. Effect of Termination.

13.1. Termination of Agreement.  Upon completion of the product, there is no further binding agreement between the parties with the exception of any lasting protections for confidentiality and/or payments outstanding.

  1. Non-solitation

By purchasing this product from Power3, the purchaser agrees not to solicit any employee, consultant, or representative of Power3 during completion of services and for one year following. 

14.1 Optional Fee for Hire.  Should the Client at any time during the duration of this Agreement and post Agreement terms stated above, want to direct hire the Consulting Firms Consultant, the Client agrees to first notify the Consulting Firm of interest prior to any discussion with or offer to the Consultant. If acceptable to both parties, the Consulting Firm will facilitate an introduction between the Client and Consultant to discuss employment. The terms of this Agreement must not be disclosed to the Consultant by the Client at any time. The Consultant may accept the Client offer which will commence after a term of no less than thirty (30) days. The Client must present to Consulting Firm a fully executed offer of acceptance forthwith, have fulfilled the period of commitment as agreed in the Statement of Work and further agrees to pay the Consulting Firm a ‘fee to hire’ cost of 20% of the full-time base salary amount (or equivalent if not being hired full-time) at the time of hire, at which time the services performed by the Consultant as shown in the Statement of Work between the Consulting Firm and Client will be terminated. Any other Statement of Work agreements and Consulting Services Agreement will remain in full force and effect throughout the terms stated in the agreements. 

  1. Limitation of Liability.

  15.1 Consequential Damages. In no event shall either party to this Agreement have any liability, obligation or responsibility for any indirect, incidental, consequential, special, punitive or exemplary damages, or damages for loss of profits, revenue, data or use, arising in any way in connection with this Agreement, including, but not limited to, damage to property, injury to persons, lost profits, or delays or inconvenience, even if such party has been advised of the possibility of such damages.

15.2 Cap on Liability.  To the maximum extent permitted by applicable law, Power3 Solutions’s liability for damages hereunder shall not exceed the amount of the fees paid by Client to Power3 Solutions under the applicable product from which such claim arises.  This cap on liability does not extend to claims regarding errors, omissions or willful negligence in areas of performance that are under the control of Power3 and within the scope of the services being performed.  

15.3 Filing Period.  No action, regardless of form, arising out of the transactions contemplated by this Agreement may be brought by either party more than one year after the cause of action has arisen, except that any action for non-payment may be brought within three (3) years after the date of the last payment or the date of the last invoice, whichever occurred later.

  1. Injunctive Relief. 

The parties agree that any breach of the provisions of this Agreement relating to intellectual property rights, confidentiality or indemnification will cause the aggrieved party irreparable harm, and that such party will be entitled to injunctive relief for such unauthorized use or breach, in addition to such other rights and remedies as may be available to it.

  1. No Third Party Beneficiaries.

Nothing contained in this Agreement will be deemed to create, or be construed as creating, any third-party beneficiary right of action upon any third party.

  1. No Breach Without Notice.

Except as otherwise set forth herein, neither party shall be deemed to be in material breach of any of its obligations under this Agreement unless and until the other party has given written notice of the nature of such breach, and the breaching party has failed to cure such breach within thirty (30) days after receipt of such written notice.

  1. Delays.

Neither party shall be liable for delays caused by fire, accident, labor dispute, war, insurrection, riot, act of government, act of God, or any other cause reasonably beyond its control; but each party shall use all reasonable efforts to minimize the extent of any such delay. Power3 Solutions shall not be liable to Client (or Client’s customers) for any delay in performance or any failure in performance hereunder caused in whole or in part by reasons beyond the control of Power3 Solutions or resulting from Client’s failure to furnish Client Materials in a timely manner.

  1. Insurance.  

Power3 Solutions shall maintain at its own expense such insurance as will protect Client from claims for damage for bodily injury, including death, and for property damage which may arise from Power3 Solutions activities under this Agreement for Services.

  1. Late Payments.  

Interest on Late Payments; Costs of Collection. Any subsequent installments due after initial purchase are subject to a fee if the purchaser prevents automatic payment collection on subsequent installments. A late fee of 10% shall be applied monthly, until the balance is satisfied on any amounts due Power3 Solutions that are not paid per the terms agreed on the SOW. Client shall be responsible for any and all costs of collection incurred by Power3 Solutions with respect to amounts due from Client under this Agreement for Services, including, without limitation, for attorneys’ fees, and costs, including the costs, fees and expenses of experts.

 

  1. Independent Contractors.

The parties hereto are independent contractors. Nothing in this Agreement shall be deemed to create any form of partnership, principal-agent relationship, employer-­employee relationship, or joint venture between the parties hereto.

  1. Assignment.

Neither party may assign or subcontract its rights or obligations hereunder (except to subsidiaries or affiliates) without prior written consent of the other party, which consent will not be unreasonably withheld.

  1. Waiver.

Neither party shall be deemed to have waived any provision hereof unless such waiver is in writing and executed by a duly authorized officer of the waiving party. No waiver by either party of any provision hereof shall constitute a waiver of such provision on any other occasion.

  1. Separability.  

The invalidity or unenforceability, in whole or in part, of any provision, term, or condition hereof shall not affect the validity or enforceability of the remainder of such provision, term or condition or of any other provision, term, or condition.

  1. Survival.

The terms and provisions of Sections 2, 3, 7-9, 10.3, 11-18, and 23-31 shall survive expiration or termination of this Agreement by any party for any reason.

  1. Governing Law.

This Agreement will be governed by and is construed in accordance with the internal laws of the State of Maryland without regard to its rules concerning conflicts of laws. Exclusive venue for any action brought in connection with this Agreement shall be the courts of the State of Maryland.

  1. Captions.

Captions of the sections of this Agreement are for reference purpose only and do not constitute terms or conditions of this Agreement, nor shall they limit or affect the terms and conditions hereof.

  1. Entire Agreement.

This Agreement and any incorporated Statements of Work, and Change Orders constitute the entire agreement between Client and Power3 Solutions. In the event that any provisions in any incorporated products or Change Orders are in conflict with, inconsistent with, in addition to, or otherwise different from the provisions in this Agreement, the provisions in this Agreement shall prevail over any such conflicting provisions. This Agreement may not be amended unless such amendment is in writing and signed by both parties hereto.

  1. Notices.

All notices and other communications in connection with this Agreement shall be in writing via Email and shall be deemed to have been received by a party when acknowledgement of receipt is made.  

  1. Counterparts.

This Agreement is entered into by purchasing the product. 

 

Power3 Solutions

2028 Liberty Rd #100

Eldersburg, MD 21784

Phone: 443-201-1804

Email: business@Power3.com