TERMS AND CONDITIONS

TERMS AND ACCEPTANCE 

SCOPE OF WORK 

Michael Manzi will provide the services identified in the Services section of this Statement of Work (the “Services”).  Any other services or deliverables which are not identified, shall not be included in the pricing provided herein.  Such services shall be subject to an additional Statement of Work among the parties. 

CONFIDENTIALITY 

Manzi LLC acknowledges that Customer is the owner of confidential and proprietary data, concepts, ideas, information, programs and trade secrets ("Confidential Information").  Accordingly, Michael Manzi agrees to maintain Confidential Information in strict confidence and not to use any such information for its benefit, both during and after the term of this engagement. 

INDEPENDENT CONTRACTOR

Manzi LLC is an independent contractor and is not an employee, partner, or co-venture of, or in any other service relationship with, the Customer. The manner in which Consultant’s services are rendered shall be within Consultant’s sole control and discretion.


Consultant is not authorized to speak for, represent, or obligate the Customer in any manner without the prior express written authorization from an officer of the Customer.

Consultant shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement and shall be responsible for all payroll taxes and fringe benefits of Consultant’s employees. Neither federal, nor state, nor local income tax, nor payroll tax of any kind, shall be withheld or paid by the Customer on behalf of Consultants or their employees.


Consultant understands that they are responsible to pay, according to law, Consultant’s taxes and Consultants shall, when requested by the Customer, properly document to the Customer that any and all federal and state taxes have been paid.

Consultants and Consultant’s employees will not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plan of the Customer. 

RIGHTS AND DATA

Consultants represent and warrant that: (i) all Services shall be performed in a workmanlike manner and in accordance with all applicable federal, state and local laws, regulations and ordinances; (ii) they shall at all times follow all safety and security guidelines and rules of Customer when on-site at Customer’s facilities; and (iii) any Deliverable Items created by or provided by them to Customer shall not infringe on the intellectual property rights of any third party. 


Consultants shall defend, indemnify and hold Customer (including its directors, officers, personnel, representatives, agents and shareholders) harmless from (x) any breach or alleged breach of Consultant’s obligations, representations or warranties under this Agreement; and (y) any claim of bodily injury (including death) made by Consultant or its personnel in connection with the performance of its obligations (including any on-site visits to Customer’s facilities) under this Agreement.

LIMITATION OF LIABILITY

Neither party shall be liable to the other or any other person for any indirect, incidental, consequential, punitive or other special damages whatsoever (including without limitation, any damages claimed for loss of income, revenue or profits or for loss of goodwill) (collectively, “consequential damages”) arising from or related to services provided pursuant to this agreement and any claim of bodily injury (including death).  

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to conflict of law principles.

This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any previous or contemporaneous agreements, arrangements or understandings, whether oral or written.  It may be signed in counterparts.  Neither party may assign or delegate any rights or obligations under this Agreement.  Any forbearance or delay on the part of either party in enforcing any provision of this Agreement or any of its rights hereunder will not be construed as a waiver of that provision

By the signatures below, the parties, by their authorized representatives, agree to the terms and conditions as stated herein effective as of signature date.