Service Agreement
THIS SERVICES AGREEMENT entered into by and between ESEAL LLC, a Maryland limited liability company (“Consultant”) and you (the “Client”).
1. Purpose. The Consultant desires to perform as an independent contractor to provide certain consulting and advisory services to Client as designated below, and the Consultant desires to accept such engagement by Client. In consideration of the representations, warranties, mutual covenants and agreements set forth herein, the parties agree as follows:
2. Description of Services.
a. Duties and Performance. From time to time during the term of this Agreement, the Consultant shall provide consultation and advocacy services for the Client who has a child that requires special needs education, including, but not limited to, reviewing the Client’s child’s records, consulting with the Client, and attending the Client’s child’s school meeting with the Client (collectively, the “Services”). Client agrees that the information provided on the online intake form is accurate. Services shall not include psychological or medical services to the Client or the Client’s child. Furthermore, the Client acknowledges that the Services provided hereunder is not legal advice and should not be construed as legal advice or legal services, nor does the Consultant guarantee or promise specific outcomes to the Client through this Agreement or any other statements by Consultant.
b. Independent Contractor Status. The parties agree that the Consultant is an independent contractor performing the Services hereunder and not services as legal counsel for the Client or the Client’s child. The Consultant may use contractors or other third parties of Consultant’s choice to assist the Consultant in rendering such Services. Unless otherwise agreed by Client in writing, the Consultant shall be responsible for payment of all compensation or expenses payable or reimbursable to such third parties. Nothing herein or in the performance hereof shall imply either a joint venture or principal and agent relationship between the parties, nor shall either such relationship be deemed to have arisen under this Agreement.
3. Compensation. In consideration of the Services provided under this Agreement, the Client agrees to pay the Consultant the fees paid before the Client’s booking. The fees payable hereunder shall be non-refundable.
4. Indemnification. The Client agrees to indemnify and hold harmless the Consultant and its affiliates, agents, and advisors, and their respective directors, officers, employees, agents and controlling persons (each such person is hereinafter referred to as an “Indemnified Party”), from and against any and all losses, claims, damages, liabilities and expenses whatsoever, joint or several, to which any such Indemnified Party may become subject under any applicable federal or state law of the United States of America or otherwise, caused by, relating to or arising out of the engagement evidenced hereby. The Client will reimburse any Indemnified Party for any expenses (including reasonable counsel fees and expenses) as they are incurred by an Indemnified Party in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not resulting in liability; provided, however, that at the time of such reimbursement the Indemnified Party shall have entered into an agreement with the Client whereby the Indemnified Party agrees to repay all such reimbursed amounts if it is determined in a final judgment by a court of competent jurisdiction that the Indemnified Party is not entitled to indemnity from the Client. Notwithstanding the foregoing, the Client shall not be liable to any Indemnified Party under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense results directly from any such Indemnified Party’s willful misconduct or gross negligence.
If for any reason (other than a final non-appealable judgment finding any Indemnified Party liable for losses, claims, damages, liabilities or expenses for its gross negligence or willful misconduct) the foregoing indemnity is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless, then the Client shall contribute to the amount paid or payable by an Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Client on the one hand and the Consultant on the other, but also the relative fault by the Client and the Indemnified Party, as well as any relevant equitable considerations, subject to the limitation that in no event shall the total contribution of all Indemnified Parties to all such losses, claims, damages, liabilities or expenses exceed the amount of fees actually received and retained by the Consultant hereunder.
5. Confidential Information.
a. Confidential Information. "Confidential Information" means information about the Client or the Client’s child disclosed to the Consultant, known by the Consultant or developed by the Consultant, alone or with others, in connection with his engagement by the Client, which is not generally known to the industry in which the Client is or may become engaged about the Client or the Client’s child.
b. Non-Disclosure of Confidential Information. The Consultant acknowledges that all Confidential Information is received by him in confidence and is the property of the Client. During the period of engagement and thereafter, the Consultant will not, directly or indirectly, except as required by the normal business of the Client or expressly consented to in writing by the Client:
i. disclose, publish or make available, other than to an authorized employee, officer, or director of the Client, any Confidential Information;
ii. sell, transfer or otherwise use or exploit any Confidential Information;
iii. permit the sale, transfer, or use or exploitation of any Confidential Information by any third party; or
iv. retain upon termination or expiration of the Period of Engagement any Confidential Information, any copies thereof or any other tangible or retrievable materials containing or constituting Confidential Information.
c. Disclosure of Confidential Information. If, at any time, the Consultant becomes aware of any unauthorized access, use, possession or knowledge of any Confidential Information, the Consultant shall immediately notify the Client. The Consultant shall provide all reasonable assistance to the Client to protect the confidentiality of any such Confidential Information that the Consultant may have directly or indirectly disclosed, published or made available to third parties in breach of this Agreement, including, but not limited to, reimbursement for any and all solicitor's fees that the Client may incur to protect its rights therein. The Consultant shall take all reasonable steps requested by the Client to prevent the recurrence of such unauthorized access, use, possession or knowledge.
6. Miscellaneous.
a. Notice. All notices and other communications hereunder shall be in writing and delivered by Federal Express or any other generally recognized overnight delivery service, or by hand, to the appropriate party at such address as a party indicates in writing to the other party.
b. Severability. Should one or more provisions of this Agreement be held unenforceable, for whatever cause, the validity of the remainder of this Agreement shall remain unaffected. The parties shall, in such event, attempt in good faith to agree on new provisions which best correspond to the object of this Agreement.
c. Entire Agreement. The parties have entered into the present Agreement after negotiations and discussions, an examination of its text, and an opportunity to consult counsel. This Agreement constitutes the entire understanding between the parties regarding to specific subject matter covered herein. This Agreement supersedes any and all prior written or oral contracts or understandings between the parties hereto and neither party shall be bound by any statements or representations made by either party not embodied in this Agreement. No provisions herein contained shall be waived, modified or altered, except by an instrument in writing, duly executed by the parties hereto.
d. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to any choice of law or conflict of law provision or rule whether such provision or rule is that of Maryland or any other jurisdiction. Each party waives trial by jury in any proceeding that may arise with respect to this Agreement.
e. No Implied Waivers. No delay or omission by either party to exercise its rights and remedies in connection with the breach or default of the other shall operate as or be construed as a waiver of such rights or remedies as to any subsequent breach.
f. Counterparts. This Agreement may be executed in any number of counterparts, but all counterparts hereof shall together constitute but one agreement. In proving this Agreement, it shall not be necessary to produce or account for more than one counterpart signed by both of the parties. Both parties agree that electronic signatures shall be considered acceptance of this agreement.
g. Binding Nature. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties to this Agreement.
h. Assignment. Except as set forth in this Agreement, neither party will have the right to assign, pledge or transfer all or any part of this Agreement without the prior written consent of the other, and any such purported assignment, pledge or transfer by a party without such prior written consent shall be void.
i. Capacity. Client represents to the Consultant and the Consultant represents to Client, that each person signing this Agreement on their behalf has the full right and authority to do so, and to perform its obligations under this Agreement.
j. Captions. The captions appearing in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope and intent of this Agreement or any of the provisions hereof.