Jennifer Gray Wine LLC makes the following assumptions in regard to this business agreement with Customer. The Customer is responsible for:
1. Furnishing Jennifer Gray Wine LLC with information on Customer operations, activities, and existing processes, as reasonably required to achieve the project objectives;
2. Providing Jennifer Gray Wine LLC staff with the necessary access to facilities during the performance of services;
3. Providing adequate workspace at each facility where services will be performed;
4. Ensuring the availability and responsiveness of key personnel needed to support the implementation of the project.
Jennifer Gray Wine LLC further requires understanding and agreement on the following:
1. The intent of this Statement of Work is to address as many foreseeable issues as possible. It is both Customer and Jennifer Gray Wine LLC’s understanding that changes to the agreement might arise during the course of the project.
2. This Statement of Work and the prices quoted herein are valid for 30 days.
3. If on-site services are desired/required, then travel will be billed as actuals. Travel will begin from the contracted location and will be billed per the hourly rate described within the contract plus Mileage of $0.56 per driven mile. If flights are required travel will be billed as actuals plus the contracted hourly rate for the duration of travel.
4. It is agreed and understood that in the event there is any breach of this agreement, Jennifer Gray Wine LLC shall not be responsible for any special or consequential damages that might result.
5. Jennifer Gray Wine LLC retains on an exclusive basis all right, title and interest in and to any intellectual property developed, delivered and/or used by Jennifer Gray Wine LLC in the performance of this SOW. This clause shall not affect the ownership of any preexisting materials.
6. Jennifer Gray Wine LLC disclaims all express, and implied warranties, representations, and conditions with respect to services and any deliverables. Jennifer Gray Wine LLC will perform all services in a complete, professional and workmanlike manner according to the project details described in this SOW.
7. A party’s liability for any claim arising under or related to this SOW shall be limited to direct damages and shall not exceed the amount paid under the SOW. Neither party shall be liable to the other for any indirect, special, incidental or consequential damages arising under or relating to this SOW, even if the other party has been advised of the possibility of such damages. No action arising out of this SOW may be brought by Customer more than one year after the action accrued. The above is customer’s sole and exclusive remedy for breach of warranty by Jennifer Gray Wine LLC with regard to the provision of the deliverables.
8. If hourly, work will be performed during standard business hours of Monday through Friday, 8am to 6pm, local time. When applicable, any services performed beyond an 8 hour work day and up to 12 hours will be will be charged at one-and-a-half (1½) times the contracted hourly rate. Any services performed after 12 consecutive hours of work per day or on holidays will be charged at two (2) times the contracted hourly rate. In addition service performed beyond 40 hours per week will be charged at one-and-a-half (1½) times the contracted hourly rate unless it is beyond a 12 hour work day or holiday then charges at two (2) times the contracted rate will be charged. Unless otherwise agreed to travel will be billed at 50% of the standard bill rate. Fixed price contracts are dictated by rates as outlined in the contract.
9. If any legal action is necessary to enforce the terms of this SOW, the prevailing party shall be entitled to attorney’s fees in addition to any other relief.
10. This SOW completely and exclusively states the agreement of the parties regarding its subject matter. It supersedes, and its terms govern, all prior proposals, agreements or other communications between the parties, oral or written, regarding such subject matter, unless expressly stated in prior proposal, agreement or communication. Amendment of this agreement is only permitted by a subsequently dated written amendment signed on behalf of Jennifer Gray Wine LLC and Customer by their authorized representatives, and any provision on a purchase order purporting to supplement or vary the provisions contained in this SOW shall be void.
11. Without the prior written consent of Jennifer Gray Wine LLC, neither Customer nor any of its affiliates will, for a period of one (1) year following the termination of this Agreement, solicit for employment or employ any employee of Jennifer Gray Wine LLC. If Customer violates the terms of this section, Customer will pay within ten (10) days of retention of Jennifer Gray Wine LLC employee a lump sum fee equal to 50% of the previous years earnings, including commission and bonus payments, of the employee at the time of separation from Jennifer Gray Wine LLC. Notwithstanding the above, this section shall not restrict the right of either party to solicit or recruit generally in the media, and shall not prohibit either party from hiring, without prior written consent, the other party’s employee, who answers any advertisement, or who otherwise voluntarily applies for hire, without having been solicited or recruited by the hiring party.
12. Any professional services requested by Customer that are not part of this Statement of Work are considered out-of-scope work. Out-of-scope work is arranged by using Jennifer Gray Wine LLC’s Change Request Form. Out-of-scope work is any service that is not described in this SOW, including cost adjustments.
13. Unless otherwise agreed to, this Agreement shall be deemed to have been made in and construed by the laws of the State of California. Any dispute stemming from this Agreement shall be heard before the appropriate California court.
14. Customer and Jennifer Gray Wine LLC understand and acknowledge that this is a time and materials engagement. All hours assigned to a particular phase or project goal are estimates. Jennifer Gray Wine LLC will use best efforts to accomplish the goals as set forth in this document within the time allocated. Nothing in this document shall be read as a promise by Jennifer Gray Wine LLC to fully deliver within the allocated time, and the parties therefore agree to make mutually agreed upon adjustments as needed.