Content of your relationship with PNR
- This document is the overarching agreement governing the relationship between you (“THE CLIENT”) and PNR. It is to be completed by precise Statements of work, which detail the scope of the services to be rendered by PNR, describing the deliverables and requirements.
- These ToS contain the entire agreement of the parties and supersedes all prior discussions, agreements and understandings of any nature. In the event of a conflict between the terms of these ToS and the terms of other agreements between the parties, this agreement shall prevail. In the event of any conflict between these ToS and any Statement of Work, the terms in the Statement of Work shall prevail. These ToS may not be changed or modified, except by an agreement in writing signed by both of the parties.
Professional services and Statements of Work
- PNR agrees to provide the services set forth in each SOW which shall (1) be signed by the parties, or approved per email, and (2) be deemed to incorporate all of the terms and conditions set forth herein.
- Each SOW shall, to the extent applicable, contain: (1) a description of the project and the services to be purchased by the THE CLIENT; (2) a description of the tasks to be performed by PNR; (3) a description of the deliverables, if any, to be produced by PNR; (4) the schedule for completion of each deliverable and/or stage of the project; and (5) the fees to be paid by THE CLIENT and a schedule for payment.
- Incremental Work within existing accounts already formalized by an existing SOW can be appended using a SOW Change Request in the form of an email in the event that the incremental work does not change the scope of the SOW that is already in place for that account. Parties may at their sole discretion accept or reject a Change Request and shall notify the other party via email.
- In addition to the compensation and benefits provided herein, the Company shall, upon receipt of appropriate documentation, reimburse PNR for reasonable travel, lodging, entertainment and other ordinary and necessary business expenses related to the mandate’s delivery.
Payment to PNR
- PNR shall invoice the THE CLIENT for fees due pursuant to the payment schedule set forth in the applicable Statement of Work. THE CLIENT shall pay the invoices no later than 30 days after invoice receipt. Otherwise, a monthly interest rate of 2% (26.8% per year) is due. Furthermore, thereafter, PNR shall have the right to stop providing services.
- “Confidential Information” as used herein means information identified as such by either party or information that, under the circumstances, ought to reasonably be treated as confidential. “Confidential Information” shall include, but not be limited to, technical information, market research, membership data, analyses, studies, developments, processes, present and/or future product information, pricing information, business plans or other documents, information and materials that contain or reflect such information.
- Neither party shall disclose to a third party Confidential Information of the other party. The receiving party shall use the same degree of care as it uses to protect the confidentiality of its own confidential information of like nature, but no less than a reasonable degree of care, to maintain in confidence the Confidential Information of the disclosing party.
- The foregoing obligations shall not apply to any Confidential Information that: (i) can be demonstrated to have been publicly known at the time of the disclosing party’s disclosure to the receiving party; (ii) becomes part of the public domain or publicly known, by publication or otherwise, not due to any unauthorized act or omission by the receiving party; (iii) can be demonstrated to have been independently developed or acquired by the receiving party without reference to or reliance upon such Confidential Information, as evidenced by the receiving party’s written records; (iv) is provided to the receiving party by a third party who is under no obligation to the disclosing party to keep the information confidential; or (v) is required to be disclosed by law, provided that the receiving party takes reasonable and lawful actions to avoid and/or minimize such disclosure and promptly notifies the disclosing party so that the disclosing party may take lawful actions to avoid and/or minimize such disclosure.
- For greater certainty, the technical strategy document produced by a party contains trade secrets, processes, strategy and technical information that are Confidential Information. Such information may not be disclosed to any third parties who provide the same or similar services.
- To the extent that THE CLIENT already possesses such an interest, THE CLIENT shall retain such interest in any data, materials, content or property prepared, developed, used, or provided by THE CLIENT to PNR under this Agreement, THE CLIENT’s logo, trademarks, trade names, and copyrighted materials.
- THE CLIENT shall become the sole owner of all right, title, and interest to all written materials, content, HTML files, graphics, and all other work deliverables originated and prepared by PNR exclusively for and paid for by THE CLIENT pursuant to this Agreement (the “Work Product”).
- All Work Product shall be deemed “work for hire.”
- PNR hereby waives all moral rights in the deliverables including, the right to prevent any modifications, adaptations, additions, or deletions to any of the deliverables.
- Upon payment by THE CLIENT of the amounts due to PNR and in accordance with the terms of this Agreement, PNR automatically assigns to THE CLIENT any right, title or interest it may have in the Work Product.
- PNR hereby reserves and retains ownership of all right, title, and interest, to all trade secrets, copyrights, trademark, patent and other intellectual and proprietary rights, to all information, materials, or property that (i) PNR had created or acquired before entering into this Agreement, (ii) PNR uses in performing its obligations under this Agreement, including any models, know-how, software (exclusive of any third party software or HTML files), methodologies, technologies or techniques, (iii) are not derivatives of or modifications of anything provided to PNR by THE CLIENT. Moreover, PNR shall have the right to retain any and all ideas, concepts and know-how that are retained as mental impressions by PNR personnel providing Services to THE CLIENT.
Nature of your relationship with PNR
- In rendering the Services, PNR shall be acting as an independent contractor and not as an employee or agent of THE CLIENT. PNR and its employees and consultants shall have no claims or rights to receive or participate in any employee benefit plans or arrangements of THE CLIENT. Nothing contained in these ToS shall be construed or applied to create a partnership or joint venture.
- PNR and THE CLIENT agree not to solicit or hire any employee or consultant from each other for a period of one year following the termination of these ToS. Otherwise, PNR or THE CLIENT agree to pay a penalty of $5,000 for any type of solicitation, directly or indirectly. A further penalty of $1,000 per day will be paid for each employee or consultant that THE CLIENT has hired in violation of these ToS.
- The Company agrees that PNR’s engagement does not prevent it from providing future services to clients adverse to it.
- Both parties agree to hold harmless and indemnify the other party (including its officers, employees and agents) against all claims, damages and costs (including reasonable lawyer’s fees and disbursements) arising out of these ToS, except for such claims, damages and costs resulting from any actions or omission by one of the party constituting negligence, fraud, unlawful conduct or a breach of the terms of these ToS.
- In any action, claim, loss or damage arising out of the provision of the services, the parties agree that:
- PNR’s liability will be several, not joint and several, and THE CLIENT may only claim payment from PNR of its proportionate share of the total liability based on degree of fault;
- Under no circumstances will PNR be liable to THE CLIENT for damages in respect of any incidental, punitive, special, indirect or consequential loss, even if PNR has been advised of the possibility of such damages including, but not limited to loss of profits, revenues, data or business opportunity; and
- PNR’s total liability to THE CLIENT for any claim arising out of the performance of these ToS will in no event exceed total fees paid to PNR.
- These ToS shall remain valid during the relationship between THE CLIENT and PNR. Sections 4, 5 and 7 shall survive the termination of such relationship, for whatever reason.
- These ToS, and the rights and obligations of the parties hereunder, shall be governed by the laws of the Province of Quebec, notwithstanding any conflict-of-law doctrines of any jurisdiction to the contrary. Each party irrevocably and unconditionally agrees that any suit, action or other legal proceeding arising out of or relating to these ToS, including preliminary or permanent injunctive relief or other equitable relief, shall be instituted exclusively in the District of Montreal. Any judgment entered in such courts may be enforced against either party in any court of competent jurisdiction.
- If any part of these ToS is held to be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of these ToS.
- Parties have required that these ToS be drafted in English. Les Parties ont requis que la présente entente soit rédigée en anglais.
Publicity and Press Release
- PNR and THE CLIENT acknowledge that the other party may desire to use such other party’s name, logo or website in customer lists, press releases, product brochures and financial reports indicating that they are a customer or service provider of the other. The content of a business case shall be reasonably discussed following the completion of a mandate to THE CLIENT’s satisfaction.