Retainer Disclaimer

1. CONFIDENTIALITY

1.1 Confidential Information” shall mean any non-public, proprietary information (whether or not patentable or copyrightable, and whether or not currently patented or copyrighted) which is owned or controlled by a Disclosing Party, whether in tangible or intangible form and including information that is derived through observation or examination of the Disclosing Party’s facilities or operations, including without limitation, the fact that any Party has entered into this

Agreement or provided or obtained services from the other, trade secrets, know-how, designs, product samples, product formulations, prototypes, data, processes, formulas, methods, materials, analyses, reports, compilations, research notes, technology, manufacturing techniques, pricing, the identity of and information relating to services, equipment, procedures, customers, suppliers or employees, sales and marketing information, financial information and any other non-public business information.

1.2 Confidential Information shall not include information which (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party’s possession prior to receipt from the Disclosing Party as evidenced by the Receiving Party’s contemporaneously written records; (c) is received by the Receiving Party from a third party on a non-confidential basis, unless the Receiving Party knows that the third party is bound by an obligation of confidentiality (contractual, legal, fiduciary or otherwise) to the Disclosing Party or any other party with respect to such information; or (d) is or was independently developed by the Receiving Party without reference to or reliance upon the Confidential Information received from the Disclosing Party as evidenced by the Receiving Party’s contemporaneously written records.

1.3 During the term of this Agreement, the Parties may exchange Confidential Information in furtherance of the performance of their respective duties under this Agreement. Any Party disclosing Confidential Information shall be referred to as the “Disclosing Party” and a Party receiving Confidential Information shall be referred to as the “Receiving Party.

1.4 The Receiving Party shall protect and hold in confidence all Confidential Information of the Disclosing Party, using the same degree of care it uses to protect its own valuable information, providing it shall use no less than reasonable care. The Receiving Party shall limit its disclosure of the Confidential Information to its directors, officers, employees, Affiliates and/or subcontractors (collectively referred to herein as “Representatives”) who have a “need to know” such Confidential Information to carry out the purpose of this Agreement, and who are subject to legally enforceable obligations in connection with such Confidential Information, which are no less restrictive than those imposed on the Receiving Party under this Agreement.

The Receiving Party also shall not attempt to copy the design, samples or prototypes, or any components thereof, of any Confidential Information for any purpose. The Receiving Party shall be responsible for any breach of this Agreement by it or its Representatives.

1.5 Notwithstanding anything to the contrary contained in this Agreement, Confidential Information may be disclosed by a Receiving Party as required by applicable law or legal process, provided the Receiving Party notifies the Disclosing Party prior to such disclosure, except where such notice is impracticable or prohibited by law, so as to afford the Disclosing Party a reasonable opportunity to object or seek an appropriate protecting order with respect to such disclosure. Notwithstanding the foregoing, Confidential Information that is disclosed pursuant to applicable law or legal process shall remain Confidential Information for all other purposes of this Agreement.

1.6 At the written request of the Disclosing Party, the Receiving Party shall return or destroy, at the Disclosing Party’s option, all Confidential Information, provided, however that the Receiving Party may retain one copy of any such Confidential Information as necessary in the ordinary course of business.

2. PERFORMANCE OF SERVICES

Client agrees to engage Consultant for hourly consulting services related to the HubSpot platform. These services encompass expert advising and implementation of HubSpot's marketing, sales, or service tools, including strategy development, configuration, workflow customization, user training, and other related tasks.

3. COMMUNICATION AND SCHEDULING

To ensure efficient project management and communication, Client agrees to the following:

Booking Time and Work Requests: All requests for Consultant's time, including scheduling appointments and submitting work requests, should be made through email.
Business Hours: Sales Surge Solutions, LLC's standard business hours are Monday through Friday, from 10:00 am to 4:00 pm Central Standard Time (CST). While Consultant may occasionally work outside these hours, all confirmed work and communication will be completed within these designated business hours. Client can expect responses to inquiries during these hours.
Scheduling Virtual Meetings: Scheduling virtual meetings with Consultant will be facilitated through a provided booking link. This link will ensure efficient scheduling and avoid conflicts.
Cancellation Policy: Client acknowledges the importance of respecting Consultant's time. Cancellations or no-shows (or by being late more than 5 minutes for scheduled appointments will be charged a fee of one hour ($125) deducted from the monthly retainer. To avoid this fee, Client must cancel or reschedule appointments at least 24 hours before the scheduled time.

4. PRICE AND TERMS OF PAYMENT

For the agreed upon length of the retainer, which begins on the date of first client call, Sales Surge Solutions, LLC will dedicate the agreed amount of hours per month to Client's needs at a fixed monthly rate.

Any additional hours required by Client beyond the 12-hour minimum will be billed at $125/hour. Unused hours from the monthly minimum will not roll over to the following month. Consultant will track all time spent and provide detailed monthly invoices for both the fixed monthly fee and any additional hourly charges. Payment will be charged to the card on file once a month.

5. ESTIMATED DELIVERY DATES AND TURNAROUND TIMES

Consultant will, in good faith, provide Client with estimated completion dates for requested tasks. These estimates will be based on the scope of work and Consultant's current workload. While Consultant will make every effort to meet these deadlines, unforeseen circumstances may occasionally arise that could cause delays. In the event of any potential delay, Consultant will promptly communicate the reason and a revised estimated completion date to Client.

6. TRANSFER OF PROPERTY AND INTELLECTUAL PROPERTY RIGHTS

Client acknowledges that any work product or deliverables created by Consultant specifically for Client under this Agreement (e.g., reports, strategies) are considered "work made for hire" under the U.S. Copyright Act and all intellectual property rights in such work product or deliverables shall belong to Client.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

Company shall defend, indemnify, and hold harmless Client from and against those liabilities, costs, damages, suits, actions, debts, charges and expenses (including reasonable attorneys’ fees, court costs, and any amounts paid in settlement, referred to as “Damages”) claimed by a third party against Client as a direct result of Company’s gross negligence or willful misconduct; provided, however, that Company shall have no obligation under this Section for any Damages to the extent attributable to the negligence or willful misconduct of Client.

Client shall defend, indemnify, and hold harmless Company and its employees, officers, agents, representatives, successors, and assigns from and against any Damages claimed by a third party against Company; provided, however, that Client shall not be liable for any Damages to the extent attributable to the negligence or willful misconduct of the Company.

8. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for the agreed period of time unless otherwise terminated as permitted by this Section.

A Party may terminate this Agreement or any Work Order at any time for any reason so long as such Party provides a minimum of three (3) days prior written notice to the other Party. This Agreement and all relevant Work Orders may be terminated by either Party effective immediately upon written notice if (i) the other Party commits a material breach of any term of this Agreement or any Work Order which breach is irremediable or, if such breach is remediable, such breach remains uncured thirty (30) days after written notice of such breach (or five (5) days in the case of a failure to make payment of any invoice when due) is received; or (ii) the other Party files a petition or is subject to an involuntary petition filed against it under the U.S. Bankruptcy Code, or any successor statute.

In the event that this Agreement is terminated while any Work Orders are in force at that time, such Work Orders shall remain in effect and subject to the terms of this Agreement. The termination of any Work Order shall not cause the termination of any other Work Order or this Agreement, which shall remain in full force and effect unless and until terminated in accordance with this Section.

Upon termination of this Agreement as permitted by this Section, neither Party shall have any further obligations except for (i) obligations accruing prior to the date of termination, and (ii) obligations, promises, or covenants set forth herein or in any unterminated Work Order that by their nature are meant to extend beyond the Term. The provisions of this Section together with any other section which is necessary for the interpretation or enforcement of this Agreement shall survive the expiry or termination of this Agreement however arising.

9. NON-EXCLUSIVITY

Subject to the terms and conditions of this Agreement, Client appoints Company, and Company hereby accepts such appointment as Client’s non-exclusive service provider. This Agreement shall not in any way prevent Client from seeking the same or similar services from another provider.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law provisions. It is the intention of the Parties that in the event disputes should arise over the interpretation and application of this Agreement, the Parties will first attempt to settle such disputes by negotiation and consultation between senior executives of the respective Parties.

11. INDEPENDENT CONTRACTOR

It is understood and agrees that Company shall perform its duties as an Independent Contractor and not as an agent, employee, partner or join venture of Client. Neither Party shall have the authority to bind or commit the other Party in any manner whatsoever and shall not, at any time, hold itself out to third parties as having authority to enter into or incur any commitments, expenses, liabilities or obligations of any nature on behalf of the other Party except as permitted in this Agreement, a Work Order, or other document expressly providing such authority.

12. TERMINATION

Notwithstanding the foregoing Term, this Agreement may be terminated by either Party:

Upon the occurrence of a material breach of this Agreement by the other Party which breach has not been cured within (i) ten (10) days of a failure by Purchaser to pay any undisputed amounts required to be paid hereunder, or (ii) thirty (30) days of any other breach, in each case following written notice from the non-breaching Party; or
Immediately upon written notice in the event the other Party becomes insolvent, makes an assignment for the benefit of creditors or becomes subject to a voluntary or involuntary bankruptcy proceeding, which in the case of an involuntary proceeding is not dismissed within 60 days.
Termination of this Agreement shall not in any way relieve Purchaser from its obligation to pay any fees incurred by Purchaser or for any Goods in process at the time of termination. Payments due following Termination shall be under the same terms as otherwise set forth herein. Unless terminated by Purchaser pursuant to Section (a) above, Purchaser agrees to pay to Sales Surge Solutions, LLC upon termination the minimum commitment for Goods and/or Services committed to pursuant to any Purchase Documents, if any.

13. Entire Agreement

This Agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior negotiations, agreements, representations, understandings, and commitments with respect thereto.