Semper Laser Contract | The Startup Garage

Business Plan & Investor Deck Contract - Semper Laser

This is an agreement between The Startup Garage, LLC, at 1630 Welton Street, #400, Denver CO 80202 “Consultant” and , “Client” listed in signature section as Legal Name of company.

Term

The term of this engagement shall commence on date of signature of Client (the “Effective Date”) and will remain in effect until termination in writing by either party.

Nature of Services Rendered

The scope of this engagement includes general business consulting that culminates in the delivery of business planning documents such as a business plan, investor deck and/or financial projections. A fully unrestricted Microsoft Word, Excel, and/or PowerPoint version of the documents will be provided along with PDF copies. All documents will be sent upon receipt of payment for all services rendered. A more specific scope of the project will be defined in the 1st invoice.

Fees & Billing Practices

Client agrees to pay for consulting services on all time spent on Client’s matter at the rates listed below including but not limited to meetings with your team, company internal meetings, phone calls, travel time both local and long distance, and general work preparing, reviewing and editing the business plan.

$5,000 Flat Fee ($2,500 due upfront as a retainer with the remaining $2,500 due prior to delivery of final business plan).

Advanced Retainer and Project Estimate

Client agrees to pay Consultant an advanced retainer that will be outline in the 1st invoice upon contract signing. The estimate for the engagement will also be outlined in the first invoice.

Termination

Immediate Right of Termination. Either Party shall have the right to immediately terminate this Agreement by giving written notice to the other in the event that either Party does any of the following: files a petition in bankruptcy or is adjudicated as bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or if a Party discontinues or dissolves its business or if a receiver is appointed for a Party or for the Party’s business and such receiver is not discharged within thirty (30) days.
Right to Terminate on Notice of Default; Right to Cure. In the event of breach or default according to the terms hereof, either party may terminate this Agreement by providing the other Party thirty (30) days written notice of the breach or default, if the Party receiving such notice does not cure the breach or default within said 30 day period, then the party providing the notice may consider the Agreement to be terminated.

Indemnification

Client agrees to indemnify the Consultant and Consultant’s officers, agents and representatives and affiliates against any and all losses, claims, damages or liabilities (collectively, “Damages”) of any kind to which Consultant becomes subject directly or indirectly related to or arising in connection with the performance by Consultant of services hereunder, unless it is finally judicially determined that such Damages arose out of negligence or willful misconduct of Consultant. In no event shall Consultant have any liability under this agreement whether based on Consultant services, contract, tort (including but not limited to strict liability and negligence), and or any other legal or equitable grounds, for any failure to obtain funding, for loss of profit or loss of revenue for or by Client for any actual direct, indirect, incidental, consequential, exemplary, punitive, statutory, multiplied, and/or special damages.

Arbitration

If a disagreement arises between the parties that can not be settled between the parties, San Diego, CA Small claims court may be used as remedy. If the disagreement or remedy sought does not meet the criteria of this court arbitration may be used as second option. The Parties agree that any and all such disputes shall be submitted to binding non-appealable arbitration before a mutually agreeable private arbitration entity or forum; and the arbitration fees, costs and expenses of any such private arbitration the Parties mutually agree upon will be split and paid by the Parties pending the ruling by the arbitrator. The Parties also specifically agree that the prevailing Party in any arbitration or any court proceeding relating to the resolution of any and all disputes between the Parties, shall be awarded its reasonable attorney’s fees, expenses and costs incurred in connection with such arbitration or court proceeding. It is further agreed that any and all arbitration awards will be binding and enforceable in the San Diego County District Courts and/or in the Federal District Court for the State of California.

Client and Consultant agree that Consultant is an independent contractor and not an employee of the Client. All notices required under this Agreement shall be addressed to the respective parties at the location provided below that party’s signature to the Agreement.

The terms of this Agreement will be governed by and construed in accordance with the laws of the State of California. If any provision of the Agreement shall be found invalid or unenforceable, then such provision shall not invalidate or in any way affect the enforceability of the remainder of the Agreement. No amendments to or modifications of the Agreement shall be valid or binding unless made in writing and signed by both Client and Consultant.

Notices

Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail or email. The address for such notification shall be as set forth on page one of this Agreement unless written notice of change is provided by one Party to another.

Non-Recruit Covenant

Client shall not, during this Agreement and for a period of one year immediately following termination of this agreement, either directly or indirectly, recruit any of Consultant’s employees for the purpose of any outside business.

Agreement Binding on Successors

This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

Transfer and Assignability

This Agreement may not be assigned by a Party without the prior written consent of the other Party. Consent to such a transfer under this Section shall not constitute a waiver of any claims a party may have against the transferor or assignor under this Agreement, nor shall it be deemed a waiver of a Party’s right to demand exact compliance with any of the terms or conditions of the Agreement by the assignee or transferee.

Waiver

No waiver by either Party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

Severability

If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

Integration

This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict herewith.

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Timestamp

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July 23, 2018 8:53 am PDT

Business Plan & Investor Deck Contract - Semper Laser Uploaded by Tyler Jensen Jensen - tyler@thestartupgarage.com IP 70.174.30.5