Lanshore International Services Terms and Conditions

DUTIES OF CONSULTANT AND CLIENT Services and Deliverables.  CONSULTANT will use reasonable efforts to provide Services and create Deliverables for CLIENT as described on each respective Statement of Work to this Agreement.  Terms and Conditions.  The Statement of Work shall be governed by the Terms and Conditions of this  Agreement.  In the event of any conflict between the Agreement and a Statement of Work, the provisions of the Statement of Work shall prevail. Cooperation.  CLIENT will provide CONSULTANT access to its facilities and equipment, including without limitation, office space, telephone service, reproduction equipment, programming facilities, computers, hardware and software, as are reasonably necessary for CONSULTANT to perform Services under this Agreement. Non-Solicitation and Non-Compete.  During the term of this Agreement and for a period of one (1) year thereafter, CLIENT agrees not to solicit or to offer employment to any employee or former employee of CONSULTANT without the prior written consent of CONSULTANT.Taxes.  CLIENT will pay as required by law any sales, use, and excise, taxes on any Services and Deliverables, but not including taxes on CONSULTANT’s income.

COMPENSATION AND PAYMENT Fees.  In consideration of CONSULTANT’s provision of the Services, CLIENT shall pay CONSULTANT fees as described in the applicable Statement of Work Payment. CLIENT agrees to pay invoices upon receipt (the “Due Date”).  If any invoice is not paid by the Due Date, interest shall accrue at the maximum rate permissible under applicable law from the Due Date until paid, and CONSULTANT, at its sole discretion, may suspend further performance of any and all its duties and obligations to CLIENT until all such outstanding invoices are paid by CLIENT.  Any suspension by CONSULTANT shall extend any deadlines for performance by CONSULTANT of its duties and obligations for a time period equal to the time elapsed from the date CONSULTANT gives notice of such suspension until the date CONSULTANT receives full payment from CLIENT.

TERM, TERMINATION Termination.  The term of this Agreement shall begin on the Effective Date and will continue until terminated by either Party upon thirty (30) days written notice.Effect.  If this Agreement is terminated for any reason, CLIENT shall pay CONSULTANT for all Services rendered through the date of termination.  If CONSULTANT terminates this Agreement due to a default by CLIENT, CLIENT shall immediately return to CONSULTANT, and cease to use, all Deliverables and all other materials furnished to CLIENT or used by CONSULTANT in rendering Services to CLIENT. 

INTELLECTUAL PROPERTY RIGHTS Independent Contractor.  CLIENT acknowledges and agrees that all Services performed by CONSULTANT pursuant to this Agreement including, without limitation, the creation, development and delivery of Deliverables, are or will be performed by CONSULTANT as an independent contractorAssignment of Deliverables.  Subject to CONSULTANT’s right to terminate this Agreement, CONSULTANT hereby assigns to CLIENT all rights in any Deliverable produced by CONSULTANT that are specific to the CLIENT’s business.  All Deliverables provided by CONSULTANT to CLIENT under this Agreement that are not specific to the CLIENT’s business will be the exclusive property of the CONSULTANT; however, the CLIENT will possess a non-exclusive, non-transferable, and indivisible right to use such Deliverables as per the terms and conditions of this Agreement.

CONFIDENTIAL INFORMATION Definition and Nondisclosure.  “Confidential Information” means all technical, product, business, financial and other information regarding the business of the disclosing Party including, but not limited to, programming techniques and methods; research and development; computer programs; documentation; marketing plans; and the identity of the disclosing Party’s customers and vendors, whether such information is written or graphic, or in any other form, or whether it is disclosed orally, or electronically, or is otherwise learned or disclosed in the course of discussions, studies, or other work undertaken between the Parties. Exceptions. The Confidential Information of a Party will not include: information known by the other Party before the date of this Agreement, information that the other Party independently develops without reference to the Confidential Information of such Party, information that the other Party receives from another person who is not under an obligation of confidentiality to such Party, and information generally available to the public other than by violation of the other Party’s confidentiality obligation under this Agreement.

Obligations.  Both Parties acknowledge the confidential and secret character of the Confidential Information and agree that the Confidential Information is the sole, exclusive and extremely valuable property of the Party that provides the Confidential Information. Accordingly, both Parties agree not to reproduce any of the Confidential Information without the applicable prior written consent of the other Party, not to use the Confidential Information except in the performance of this Agreement, and not to disclose all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement except as needed in performance of the Agreement or to the extent required to comply with a law or court order, provided that such Party promptly notifies the other Party of the requirement to disclose such information at least five (5) business days before any disclosure and cooperates with the other Party in an attempt to obtain an injunction preventing such disclosure. Upon termination of this Agreement for any reason, including expiration of term, both Parties agree to cease using and to return to the other Party all copies of the Confidential Information, whether in the Party’s possession or under the Party’s direct or indirect control. Remedies.  Each Party acknowledges that because of the unique nature of the Confidential Information referred to above in section titled ‘CONFIDENTIAL INFORMATION of this Agreement, the Party whose information has been disclosed in violation of this Agreement shall be entitled to take any action it deems necessary to protect its rights hereunder, including, without limitation, injunctive relief and any other remedies as may be available at law or equity. Survival.  The provisions of this Section above marked “CONFIDENTIAL INFORMATION’ shall survive termination of this Agreement or any Statement of Work for any reason.

WARRANTIES AND INDEMNIFICATION Warranties.  Except for CONSULTANT’s warranties that in providing Services the CONSULTANT will perform in a professional manner, that the CONSULTANT will comply with all applicable laws when performing the Services, that any Deliverables will not infringe upon any other party’s intellectual property rights in existence as of the time of their delivery, the CONSULTANT is providing Services and the Deliverables “As Is,” without any warranty or condition of any kind, express or implied unless as otherwise specified in the applicable Statement of Work.  In addition, the CONSULTANT specifically disclaims any warranty that the Services and Deliverables will be error free and the CONSULTANT will not be responsible for any loss suffered by the CLIENT because of advice or recommendations provided by CONSULTANT .Acceptance.  A Deliverable will be considered to have accepted upon delivery to the CLIENT unless the CLIENT notifies the CONSULTANT of specific errors or deficiencies within ten (10) days after the CONSULTANT delivers it to the CLIENT.  Upon acceptance of a Deliverable, the CLIENT may not assert a claim for damages with respect to it. Limitations on Warranties.  OTHER THAN THE WARRANTIES STATED ABOVE, CONSULTANT MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, STATUTORY, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERRUPTION OF USE AND FREEDOM FROM PROGRAM ERRORS).  CONSULTANT MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE QUALITY, PERFORMANCE OR OTHER CHARACTERISTICS OF THE LICENSED SOFTWARE UTILIZED BY CONSULTANT IN PERFORMING SERVICES FOR CLIENT OTHER THAN THOSE WHICH ARE CONSISTENT IN ALL RESPECTS WITH, AND DO NOT EXPAND THE SCOPE OF, THE WARRANTIES IN THE SOFTWARE PROVIDER’S THEN-CURRENT END USER LICENSE. CLIENT’s Warranties.  In the event CLIENT requests CONSULTANT to access, use, execute, display, or modify computer software licensed by a third party, CLIENT will obtain any and all rights, licenses, and permissions necessary for CONSULTANT to access, use, execute, display or modify such third party software.  CLIENT agrees to indemnify and hold CONSULTANT harmless from any and all claims or causes of action whatsoever arising from or relating to said warranties.

LIMITATIONS ON LIABILITY CONSULTANT SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID TO IT HEREUNDER.  NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF PROFITS, DATA OR RECORDS OF CLIENT OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES, EXCEPT WITH RESPECT TO THE OBLIGATIONS OF ABOVE SECTION TITLED “CONFIDENTIAL INFORMATION” Force Majeure.  Neither party will be liable to the other for any failure or delay caused by events beyond its control, and such failure or delay will not constitute a default hereunder.Back-Up.  CONSULTANT is not responsible for ensuring adequate back-up and storage procedures for CLIENT’s data and records.

GENERAL PROVISIONS.Entire Agreement and Notice.  This Agreement, together with the Statement of Works, contains the entire understanding of the Parties and may not be amended, modified, superseded or canceled except in writing signed by both Parties.  Any notice given under this Agreement shall be sufficient only if it is in writing and sent by certified mail, return receipt requested.Publicity. CONSULTANT may include CLIENT’s name and general case study information on CONSULTANT’s Web Site or in a listing of CONSULTANT’s clients on other material and may issue a press release describing Services as defined within the Statement of Work. Assignment.  Neither Party may, without the prior written consent of the other Party, assign or transfer this Agreement or any duty or obligation required hereunder, with the exception that CONSULTANT may assign this contract to LANSHORE INTernational Limited, ,Lanahoew LLC or any other entities owned or controlled by LANSHORE, LLC.  Any attempt to do so in contravention of this Section 8.3 shall be void and of no force and effect.Waivers.   The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.Severability.  If any provision(s) of this Agreement shall be adjudged by any court or arbitration panel of any competent jurisdiction to be unenforceable or invalid, such provision(s) shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.Governing Law.  This Agreement shall be interpreted and enforced in Accordance with the laws of the United Kingdom. Dispute Resolution.  Except as otherwise provided in this Section, disputes between the Parties shall be resolved exclusively by binding arbitration, to be conducted at a mutually agreed upon location.