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Terms & Conditions

INDEPENDENT CONTRACTOR STATUS

It is the express intention of the parties that Manfred Infotech, LLC is an independent contractor and not an employee, agent or partner of Client. Nothing in this Agreement shall be interpreted as creating or establishing the relationship of employer and employee between Client and Manfred Infotech, LLC. Both parties acknowledge that Manfred Infotech, LLC is not an employee for state or federal tax purposes.

SCOPE OF SERVICES

The services to be provided by Consultant involve support from the Client. The services will be performed at times and places to be mutually agreed by the parties. If changes in the target end-date are required by mitigating circumstances, they will be addressed in a separate memorandum indicating approval of a new timeline by the Client.

METHOD OF PERFORMING SERVICES

Consultant will determine the method, details, and means of performing the services described in the attached proposal. Client shall have no right to, and shall not, control the manner or determine the consultant's method of accomplishing the desired outcomes, which will be discussed prior to implementation with the client. A Work plan, based on the above Proposal, for accomplishing the goals and objectives will be developed in an initial planning session between the Client and the Consultant. Consultant is free to hire additional Consultants with background and experience in relevant skills and knowledge for research purposes at their discretion and at no charge to the Client.

COOPERATION OF CLIENT

  1. Client agrees to comply with all reasonable requests of Consultant (and provide access to all documents reasonably) necessary to the performance of consultant's duties under this Agreement.
  2. Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Client without the prior written consent of Consultant.

TERMINATION OF AGREEMENT

  1. Client may terminate this Agreement for any reason by providing a four week written notice to Consultant. In the event, Client cancels this Agreement; Client shall be liable for only those costs (including four week notice period costs) incurred to the date of such notice.
  2. Should Client fail to pay Consultant for any or all of the compensation set forth in this Agreement on the date due, Consultant, at the Consultant's option, may terminate this Agreement if the failure is not remedied by Client within fifteen (15) business days from the date payment is due. With respect to Client's default in the performance of any other provision of this Agreement or material breach of any other of its provisions, Consultant, at the Consultant's option, may terminate this Agreement by giving written notice to Client. For the purposes of this section, material breach of this Agreement shall include but not be limited to the following: failure to provide documentation or information reasonably requested by Consultant in a timely manner.

LIMITATIONS ON LIABILITY

Consultant shall not be liable for errors, delays or other consequences of Client's failure to supply Consultant documents, data or cooperation on a timely basis. The terms of this Agreement exclude all implied warranties. Client's sole remedy for any breach of default by Consultant shall be termination of this Agreement. In no event shall Consultant be liable for special, indirect, or consequential damages to any third party.

GOVERNING LAW

This Agreement shall be governed by the laws of USA. If either party retains an attorney to interpret or enforce the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees in addition to any other damages or remedy ordered or negotiated.

FORCE MAJEURE

Manfred Infotech Private Limited shall not be liable for delay in performance hereunder due to catastrophic events including but not limited to acts of god, fire, strike, earthquakes, acts of war, etc but any such failure shall be remedied as soon as possible.