Professional services available from Red Maple Wealth (RMW) under this Agreement (collectively called "Services") will include Real Estate Investing Analysis Services, Design Services, Décor Services, and Project Management services as detailed in the scope of work deliverables of the proposal.
2. ORDERS AND SERVICE ESTIMATES
This Agreement shall govern each scope of work for Services accepted while this Agreement is in effect, unless the order refers specifically to another written agreement between the parties then in effect. All Services under this Agreement are provided only on a labour rate basis. An order may describe Services and their purpose, and estimate the time and cost of performance, but no Statement of Work, estimate or other supplement to this Agreement or to an order shall be effective to create a fixed price contract, or to guarantee that RMW can accomplish the stated objectives within the estimated time and budget. When the continued performance of an order would cause the charges to exceed RMW’s estimate or Client's authorization, either party may, with notice to the other, suspend RMW’s performance pending delivery to RMW of Client's authorization to incur and invoice additional charges.
(a) Charges for Services shall be invoiced to Client based on the scope of work in effect when Services are rendered, unless otherwise agreed in writing. Client shall reimburse RMW for any other expenses incurred at Client's specific request.
(b) RMW will invoice as per the Scope of work for Services to be rendered in that period. Payment is due within fifteen (15) days after invoice date.
(c) If Client prematurely cancels Services provided at reduced long-term rates, Client shall pay RMW’s invoice reflecting adjustment of previous invoices to standard rates.
(d) Client shall pay applicable sales, use and like taxes, which RMW shall invoice as separate line items.
(a) This Agreement shall take effect today remain in force for a period of one year or until terminated as provided in this section.
(b) Client may terminate this Agreement and any Services being performed under it upon thirty (30) days written notice. RMW may terminate this Agreement and any Services being performed under it upon thirty (30) days written notice, except that RMW may terminate this Agreement immediately upon notice if Client fails to make timely payment of invoices, or if any of the following defaults is not cured to RMW's reasonable satisfaction within ten (10) days after notice:( i) Client violates paragraph 7.(d) of this Agreement;( ii) Client executes an assignment for the benefit of creditors or similar document, or a trustee in bankruptcy or similar officer is appointed for Client's business or assets; or( iii) Client attempts to assign this Agreement without RMW’s prior written consent.
5. PROPRIETARY INFORMATION
When necessary to enable RMW to provide Services, Client may disclose financial and personnel data respecting Client's business (collectively called "Information") to RMW. Information submitted in documents conspicuously marked as confidential shall be protected by RMW against unauthorized disclosure, using the same care and discretion (but not less than reasonable care) with which RMW protects similar information of its own. However, RMW shall not be required to protect Information which:( i) is or becomes publicly available;( ii) is already in the possession of RMW or a related company;( iii) is independently developed by RMW or a related company outside the scope of this Agreement;( iv) is rightfully obtained from other parties; or (v) is produced or disclosed pursuant to applicable law, regulation or court order, provided RMW gives Client an opportunity to defend, limit or protect such production or disclosure. RMW shall return or destroy such Information promptly when requested, and in any event at the conclusion of the task for which it was acquired. RMW shall not be liable for the inadvertent, accidental or mistaken disclosure of Information furnished to RMW by Client pursuant to this Agreement.
6. OWNERSHIP AND USE OF WORK PRODUCT
Software Investment Tool solutions, documentation and other material first developed or created by RMW specifically for Client (collectively called "Work Product") shall not be deemed work made for hire and remain the exclusive property of the RMW. However, subject to payment of RMW’s charges for the related Services, RMW grants to Client a world-wide, irrevocable, royalty-free, non-transferable, non-exclusive license to use the Work Product. Software development ideas, concepts, know‑how or techniques developed in the performance of this Agreement shall be the property of the party which developed them. If developed jointly, they shall be jointly owned and may be used by either party without accounting to the other party. Except as provided in this Section, no other license or proprietary right under any patent, copyright, trade secret or trademark is granted or transferred to Client.
(a) This Agreement shall not inhibit RMW from performing similar services for other clients, or restrict RMW’s use of its personnel.
RMW WARRANTS THAT ITS SERVICES WILL BE PERFORMED BY PERSONS QUALIFIED BY SKILL, TRAINING AND EXPERIENCE TO DO SO. RMW DOES NOT WARRANT THE RESULT OF ANY SERVICES OR THAT SERVICES WILL ACHIEVE CUSTOMER'S OBJECTIVES. NO OTHER WARRANTY APPLIES TO SERVICES OR TO ANY ITEM FURNISHED UNDER THIS AGREEMENT, BY OPERATION OF LAW OR OTHERWISE. RMW DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. LIMITATION OF LIABILITY
(a) RMW’S LIABILITY UNDER THIS AGREEMENT, WHETHER CLAIMED IN CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY IN TORT, SHALL NOT EXCEED CUSTOMER'S NET PAYMENTS TO RMW UNDER THIS AGREEMENT. IN NO EVENT SHALL RMW BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, INCLUDING LOST PROFITS AND DAMAGES RESULTING FROM LOSS OF USE, EVEN IF RMW HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS FOR PERSONAL INJURY OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY RMW’S NEGLIGENCE. RMW SHALL NOT BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST CLIENT BY ANY OTHER PARTY, INCLUDING A CLAIM FOR PATENT OR COPYRIGHT INFRINGEMENT.
(b) Any action against RMW arising out of this Agreement, regardless of form, must be brought by Client within one (1) year after the cause of action has accrued.
(a) This Agreement and all transactions under it shall be governed by the laws of the Province of Ontario, excluding its conflict of law rules.
(b) Failure of either party to insist upon strict performance of any provision of this Agreement in any instance shall not be construed to waive the same or any other provision of this Agreement at any other time. Rights and remedies under this Agreement shall be cumulative.
(c) Any notice required or permitted by this Agreement shall be deemed properly given when mailed postage prepaid to RMW at its corporate offices in Mono, Ontario or to Client at the address shown below, or (if given by any other means) when acknowledged in writing by the recipient.
(d) This Agreement, and the Scope of Work deliverables is the complete and exclusive agreement between the parties regarding its subject matter, and supersedes all prior oral or written proposals, agreements, representations and other communications between the parties with respect to Services to be provided and shall prevail notwithstanding any different, conflicting or additional terms and conditions which may appear on any order or other document submitted by Client.