Terms and Conditions

This consulting agreement (“Agreement”) is entered into by and between Client and RJH Consulting, a Baton Rouge, Louisiana based company (“Consultant”). Collectively, Client and Consultant shall be referred to herein as “Parties”.
This agreement will not take effect, and the Consultant will have no obligation to provide consulting services, until Client returns a signed and dated copy of this Agreement and the Consultant likewise signs and dates the Proposal. The effective date of this Agreement shall be the latest date either Party signs the Proposal (“Effective Date”).

RECITALS

• WHEREAS, Consultant has experience in the field of Legal Practice Operations; and
• WHEREAS, the Client has a need for operational assistance and Consultant is willing to provide services within the scope set forth in this agreement. It is the intent of both parties to retain and both shall retain the flexibility to terminate this agreement at any time without further obligation to utilize the Consultant’s services; and
• WHEREAS, a significant portion of Client’s business and assets are Proprietary and Confidential Information, as defined below, Client wishes to preserve and protect such information.

SCOPE OF SERVICES
NOW, THEREFORE, in consideration of the recitals, and of the terms, covenants, and conditions set forth herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, Client and Consultant mutually agree as follows:

1. Services outlined in Proposal Pitch.
2. The manner and means by which Consultant chooses to complete the services are in Consultant’s sole discretion and control. Consultant’s obligations shall be conditioned upon receiving such information and cooperation from Client as may be reasonably necessary to perform the services. Consultant will take reasonable steps to keep Client informed of progress and to respond to the Client’s inquiries.
3. Client agrees to be truthful with Consultant, to cooperate, to keep Consultant informed of any information or developments which may come to Client’s attention, to abide by this agreement, to pay Consultant’s fees on time and to keep Consultant advised of necessary information and documents needed to perform consultancy services.
4. Although Consultant may comment upon Client’s legal documents, financial statements or other documentation in the course of performing the services hereunder, Client acknowledges that Consultant is not an attorney, nor is Consultant providing auditing or accounting services or opinionating representations made in any financial statements. Client further acknowledges that Client should consult with its own legal, auditing, and accounting advisors regarding any matters requiring legal, auditing or accounting advice.
5. This Agreement shall not constitute an employer-employee relationship, and it is the intent of each party that Consultant shall at all times be an independent contractor.
6. The term of this Agreement is outlined in the proposal pitch.  Your signature of the pitch is approval of the contract term.
7. For services provided hereunder, Consultant shall be paid the following based on price set in proposal.
8. A one month payment commensurates services.
9. Both Client and Consultant agree that either party may terminate this contract by providing written 30 day notice, for any reason, with or without cause to the other party.  Both parties agree that any outstanding invoices that have been billed by the date of the written termination notice are due to the Consultant within 10 days of termination. Client understands that no refunds will be made for any months billed and collected prior to the termination date.
10. Consultant will send Client monthly statements for consulting services on the 1st of each month. The Client agrees to pay each invoice in its entirety within ten days from the date of the invoice. Payments may be made via check, ACH direct withdrawal, or by credit card with a 2.9% transaction fee.
11. Consultant encourages the Client to review the billing statement and scope of services performed on a 30-day basis. The Client agrees there will be a 30-day limit from the date of the invoice to raise any concerns regarding the scope of services rendered.
12. Scope changes must be agreed upon in writing by both Parties before the service is performed.
13. Consultant agrees that at no time (either during or subsequent to the term of this Agreement) will Consultant disclose or use, except in pursuit of the business of Client or any of its subsidiaries or affiliates, any Proprietary and Confidential Information of Client, or any subsidiary or affiliate of Client, acquired during the term of this Agreement. The term “Proprietary and Confidential Information” shall mean, but is not limited to, all information which is known or intended to be known only to Client, its subsidiaries and affiliates, and their employees, including any document, record, financial or other information of Client, or others in a confidential relationship with Client, and further relates to specific business matters such as the Client’s financial information, identity of clients and patients, policies and procedures, fee structures, trade secrets, proprietary know-how, account information, and other information relating to other business of Client, its subsidiaries and affiliates, and their employees. Consultant agrees not to remove from the premises of Client except as necessary for Consultant to perform services in accordance with the terms of this Agreement, any document, record, or other information of Client or its affiliates.
14. Consultant acknowledges that Client does business with clients that supply Client with information of a confidential nature, and that Client has contractual and ethical obligations to preserve the confidential nature of such information. Consultant agrees to treat any information received from clients of Client as confidential, as if it were Proprietary and Confidential Information of Client.
15. In addition to any other remedies, which Client may have by virtue of this Agreement, Consultant agrees that in the event that a breach of the confidentiality provisions of this Agreement occurs or is threatened, Client shall be entitled to obtain an injunction against Consultant from a court of competent jurisdiction to restrain any breach of confidentiality.
16. Notwithstanding any other provision of this Agreement, in no event shall Consultant be liable to Client for Client’s lost profits, or special, incidental, punitive, or consequential damages (even if Consultant has been advised of the possibility of such damages). Furthermore, in no event shall Consultant’s liability to Client under any circumstances exceed the amount of compensation actually received by Consultant from Client under this Agreement as of a date certain. Further, Consultant will not be liable for delays or performance failures due to circumstances beyond Consultant’s control.
17. Client shall indemnify, defend, and hold Consultant harmless from and against any and all third party claims, liability, suits, losses, damages and judgments, joint or several, and shall pay all costs and expenses (including counsel’s fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising there from, that Consultant incurs as a result of having performed services on behalf of Client.
18. Client represents that it has the full right and authority to enter into and perform this Agreement. The consummation of the Agreement and the transactions contemplated herein do not violate any outstanding assignments, grants, licenses, encumbrances, obligations, agreements or understanding between Client and any other person or entity. Client represents and warrants to Consultant that Client is able to timely pay Consultant all fees and expenses incurred in the performance of the services hereunder.
19. This Agreement may be amended only in writing signed by both Parties.
20. This Agreement shall not constitute an employer-employee relationship. It is the intent of the Parties and the Parties agree that at all times during the term of this Agreement, Consultant shall be and is at all times an independent contractor, and is not authorized as, nor shall be deemed to be an employee, agent, partner, joint venturer, or representative of Client. Neither party has the authority to bind the other or to incur any liability on behalf of the other, nor to direct the employees of the other. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and Consultant or any employee or agent of Consultant. Consultant shall retain the right to perform services for others during the term of this Agreement.
21. No waiver by Client of any breach of this Agreement by Consultant shall be considered to be a waiver of any other breach. Should any litigation be commenced between Client and Consultant relating to any such breach, the prevailing party shall be entitled, in addition to such other relief as may be granted, reasonable costs and attorney’s fees relating to such litigation. If any term or provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. This Agreement shall be governed by the laws of the State of Louisiana.

This Agreement contains the entire agreement between the Parties hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, the Parties have executed the Proposal and agrees to these Terms & Agreements as authorized on the executed Proposal.