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This Agreement is made between you ("the Client") and
Croneal Consulting Group, an Internet-based information
vehicle located at http://www.cronealconsultinggroup.com that provides customized data
solutions and information and research services to persons
in the legal, political, and regulatory compliance
fields.
The Client has agreed to
retain Croneal Consulting Group to conduct independent work
for the Client, in accordance with the following terms and
conditions:
1. Terms and
Conditions
Croneal Consulting Group
agrees to make available to the Client either (1) one of the
selected or databases ordered online at its web site,
http://www.cronealconsultinggroup.com or (2) a specialized database other
than one listed on its web site.
All databases, including
existing ones and those specifically developed for the
Client, shall be designed using Microsoft Access. Our
services include the provision of relatively simple in-house
databases for persons in the legal, political, and
regulatory compliance fields.
Customization or
Modification of Database
If at any point during the
development of the database the Client requests a major
modification, reconstruction, or addition, the project shall
reenter a design and consultation phase, at the appropriate
fee, until such time as a new and complete design plan is
agreed upon.
Requests by the Client for a
change in the design plan must be made in writing using the
following e-mail, customerservice@cronealconsultinggroup.com. Croneal Consulting Group shall have
at least 10 business days, but not exceeding one month, from
the time of receipt, to review such a request. Croneal
Consulting Group shall determine, at its own discretion,
what constitutes a major modification, reconstruction, or
addition. Croneal Consulting Group reserves the right to
limit the number of major modifications, reconstructions, or
additions at its own discretion.
In the event Croneal
Consulting Group refuses a request for a major modification,
reconstruction, or addition, the Client reserves the right
to terminate the project, at which point the Client shall
pay, in full, for the work completed thus far, with the
exception that the Client shall not be responsible for work
completed after the date Croneal Consulting Group received
the request. In the event the Client chooses not to
terminate the project, it shall be completed according to
the current design plan.
Database Maintenance and
Support
Croneal Consulting Group
will not
provide
maintenance on any database that the Client has ordered from
its web site, http://www.cronealconsultinggroup.com. Any maintenance on the database is
the Client's responsibility and shall be performed by the
Client and any third parties it agrees to hire on the side.
Croneal Consulting Group will not provide support assistance to the Client
subsequent to the Client's receipt of the
database(s).
Recoupment of
Fees
If Croneal Consulting Group
brings a legal action to collect any sums due under this
Agreement, it shall be entitled to collect, in addition to
all damages, its costs of collection, including reasonable
attorney's fees.
2.
Compensation & Absence of Refunds
a. The following fees shall
apply:
i. A $5,500 fee will apply to
the purchase of the following databases: (1) Legislative
Tracking Database; (2) Lobbyist Tracking Database; (3)
Regulations Tracking Database; and (4) any other database.
ii. A $2,500 fee will apply to
the purchase of the Research Requests Database.
iii. If the Client is
interested in employing Croneal Consulting Group to develop
a specialized database other than one provided or offered on
Croneal Consulting Group's web site, the parties shall
mutually agree to a reasonable price based on the request
submitted using Croneal Consulting Group's Database
Proposal Form. Also,
Croneal Consulting Group reserves the right to post and make
available additional databases on its web site at a price
stipulated on its web site.
iv. At the specific request
of the Client, Croneal Consulting Group may agree, at its discretion, to perform data
entry at a rate of $12 per hour. Data entry shall be defined
as the input of the balance of Client information beyond
that which is necessary for design and testing of the
project.
b. The Client agrees to use
the online payment service, Paypal, integrated on Croneal
Consulting Group's web site or any other agreed upon payment
method to purchase a database.
No Refunds. No refunds will be provided upon the purchase and receipt of any of Croneal Consulting Group's databases.
3. Warranties by Croneal
Consulting Group
Croneal Consulting Group
represents and warrants to the Client that it has the
experience and ability to perform the services required by
this Agreement; that it will perform said services in a
professional, competent and timely manner; that it has the
power to enter into and perform this Agreement; and that its
performance of this Agreement shall not infringe upon or
violate the rights of any third party or violate any
federal, state and municipal laws. However, the Client will
not determine or exercise control as to general procedures
or formats necessary to have these services meet the
Client's satisfaction.
4. Cooperation of
Client
Client agrees to comply with
all reasonable requests from Croneal Consulting Group (and
provide access to all information) reasonably necessary to
the performance of Croneal Consulting Group's duties under
this Agreement.
5. Independent
Contractor
Croneal Consulting Group
acknowledges that the services rendered under this Agreement
shall be solely as an independent contractor. Croneal
Consulting Group further acknowledges that it is not
considered an affiliate or employee of the Client, and is
not entitled to any Client employment rights, benefits or
obligations. It is expressly understood that this
undertaking is not a joint venture.
6.
Confidentiality
Croneal Consulting Group
recognizes and acknowledges that this Agreement creates a
confidential relationship between Croneal Consulting Group
and the Client and that information concerning the Client 's
business affairs, customers, vendors, finances, properties,
methods of operation, computer programs, and documentation,
and other such information, whether written, oral, or
otherwise, is confidential in nature. All such information
concerning the Client is hereinafter collectively referred
to as "Confidential Information." However, if the Client
enters positive comments using the "Comments" form on
Croneal Consulting Group's web site and expressly agrees to
share those comments, no confidentiality privilege shall be
claimed as to the provision and quality of the services
performed. Also, nothing prohibits Croneal Consulting Group
from using as part of the marketing of its services, the
name of the Client for whom it has provided or designed a
database.
7.
Non-Disclosure
Croneal Consulting Group
agrees that, except as directed by the Client, it will not
at any time during or after the term of this Agreement
disclose any Confidential Information to any person
whatsoever and that upon the termination of this Agreement
it will turn over to the Client all data in its possession
or control that relates to the Client. Croneal Consulting
Group further agrees to bind its employees and
subcontractors to the terms and conditions of this
Agreement.
8. Non-Exclusive
Arrangement
This Agreement is not to be
interpreted as an exclusive service contract. Nothing stated
herein shall prevent Croneal Consulting Group from accepting
other assignments during the term of this Agreement, so long
as such other assignments do not constitute a conflict of
interest for Croneal Consulting Group in its performance of
services for the Client.
Croneal Consulting Group
shall not be required at any time to render service that
would conflict with its obligations prior to a request made
by the Client.
9. Conflict of
Interest
Croneal Consulting Group
shall not offer or give a gratuity of any type to any Client
employee or agent.
10. Governing
Law
This Agreement shall be
construed and enforced in accordance with the laws of the
State of Illinois.
11. Force
Majeure
Croneal Consulting Group
shall not be responsible for any failure to perform due to
unforeseen circumstances or due to a cause beyond Croneal
Consulting Group's control, including but not limited to:
acts of God, war, riot, embargoes, acts of civil or military
authorities, fire, floods, accidents, strikes, or shortages
of transportation facilities, fuel, energy, labor or
materials.
12. Survival and
Termination
This Agreement may be
amended or renewed only with the written agreement of both
parties. Either party, upon thirty (30) days written notice
to the other party, may terminate this agreement. Sections
relating to Confidentiality and Non-Disclosure shall survive
any termination whatsoever.
This Agreement may be
terminated immediately by a non-breaching party, in addition
to any other remedy, for breach of any term of this
Agreement, upon written notice to the breaching
party.
13. Entire Agreement and
Notice
This Agreement contains the
entire understanding of the parties and may not be amended
without the specific written consent of both parties.
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