Terms & Conditions

Services. 
On the terms and conditions set forth in this Agreement, Lever Talent agrees to provide the Services, to the Client, as well as such other duties which may be requested by the Client from time to time and which are necessary and reasonably related to the successful completion of the Services.

The Client acknowledges and agrees that the Services are intended to be used by the Client to assist with managing its employees, making management decisions, and similar, but is not intended to replace the professional judgment or experience of the Client’s personnel when making such decisions.  In addition, the Client acknowledges that untimely, inaccurate, incomplete, false, or misleading information provided by the Client or its employees may negatively impact the Services.  For clarity, Lever Talent expressly does not assume any responsibility for specific decisions made by the Client, nor can it guarantee specific outcomes or results in connection with its performance of the Services.

Term.

This Agreement will commence on the Effective Date and will continue during the Term.

Fees and Expenses.

1. For the Services to be performed by Lever Talent, the Client will pay the fees determined in accordance with the fee schedule as mutually agreed to by the parties in each written order form.  Unless otherwise specified in writing, said fee will be payable within thirty (30) days after receipt by the Client of an invoice from Lever Talent accompanied by documentation reasonably requested by the Client evidencing all charges.

2. The Client will reimburse Lever Talent for pre-approved (which may be via email) out-of-pocket business and travel expenses incurred by Lever Talent in performing the Services.  Lever Talent will include approved expenses on the invoice described in paragraph (a) above.

Confidentiality. 

“Confidential Information” means all information provided by Client or Lever Talent (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information will include Personnel Information, information about the Discloser’s business plans, technical data, trade secrets, financial information, product and marketing plans, customer or client lists and information, vendor identities, and all other information, which by its nature, should be reasonably understood to be confidential.  Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Discloser; (b) was known to the Receiver before receipt from the Discloser; (c) was subsequently disclosed to it by a third party which is not known to the Receiver to be subject to an obligation of confidentiality; or (d) was required to be disclosed by law, order of a court of competent jurisdiction, or any other government body or regulatory authority.  The Receiver will: (A) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care; (B) not use any Confidential Information for any purpose outside the scope of this Agreement; (C) not disclose Confidential Information to any third party (except any third party service providers); and (D) limit access to Confidential Information to its employees, contractors, advisors and agents who have a need to know such information.

Data Protection.

1. Definition.  “Personnel Information” means all personally-identifiable Client personnel information and records provided by or made available by Client to Lever Talent in connection with this Agreement.  As between the parties, Client owns and retain all rights to the Personnel Information.  This Agreement does not grant Lever Talent any ownership rights to Personnel Information.

2. Representations.  The Client represents and warrants that it has obtained all necessary consents, permissions, or otherwise has a lawful basis and the right to disclose such Personnel Information to, or to cause such Personnel Information to be disclosed to Lever Talent, and that Lever Talent’s processing of the Personnel Information in the performance of this Agreement will not violate the rights of any person or any third party.

3. Lever Talent’s Use of Personnel Information.  Client grants permission to Lever Talent to use the Personnel Information as necessary to provide the Services and as permitted by this Agreement.  Without limitation, Client grants Lever Talent permission to access and use the Personnel Information for the purpose of providing Client with assistance and consulting in connection with the Services.

Ownership of Intellectual Property. 

During the Term of this Agreement, Lever Talent hereby grants the Client a non-exclusive, non-transferable, royalty-free, worldwide license to use the Services to be provided by Lever Talent, provided that this license does not grant the Client or any other party any right to copy, modify, enhance, or transfer all or any part of the Services or otherwise disclose the same to any third party, except as expressly contemplated by this Agreement or otherwise agreed in writing by the parties.  Title to the design and ownership of the Services (other than the Personnel Information or any “work product” developed for and to be owned the Client and identified as such by the parties in writing) will remain in Lever Talent, including without limitation all intellectual property rights, together with any new developments, improvements, upgrades, modifications, or enhancements developed by or on behalf of Lever Talent in connection with the Services, even when any of the foregoing result in whole or in part from the Client’s request or feedback.

The Client, on behalf of itself and its employees and agents, hereby agrees that all ideas, discoveries, improvements, know-how and inventions which Lever Talent or its employees and agents conceive, make or develop as a result of performing the Services during the Term and for a period of one (1) year thereafter, alone or in conjunction with any other party (all of the foregoing being hereinafter referred to as the “Inventions”), will be the sole and exclusive property of Lever Talent.  Without limiting the foregoing, the Client, on behalf of itself and its employees and agents, also acknowledges that all original works of authorship which are made by Lever Talent and its employees and agents (solely or jointly with others) within the scope of the Services hereunder and which are protectable by copyright are “works made for hire” pursuant to the United States Copyright Act (17 U.S.C. Section 101).  The Client, on behalf of itself and its employees and agents, hereby assigns to the Lever Talent all of its/their right, title and interest in and to all such Inventions and original works of authorship.  The Client agrees that it and its employees and agents will fully cooperate with Lever Talent, at Lever Talent’s expense, in the preparation and filing of all papers and other documents as may be required to perfect and protect Lever Talent’s rights in and to any such Inventions and original works of authorship.

Non-Exclusivity. 

Lever Talent and its employees and agents will be free to provide professional consulting services to entities or individuals other than the Client.

Indemnification. 

Each party will defend, indemnify, and hold harmless the other party and its officers, directors, employees, agents, and successors from and against all losses, damages, liabilities, judgments and penalties arising out of or resulting from:

1. bodily injury, death of any person, or damage to real or tangible, personal property resulting from the willful, fraudulent, or grossly negligent acts or omissions of such party or its employees; and

2. the other party’s material breach of any of its representation, warranty, or obligation under this Agreement.

   In no event will either party be liable to the other for any special, incidental, indirect, reliance, or consequential damages, or for any lost revenue, profits, data, or business arising out of or in connection with this Agreement (including any breach hereof), whether for breach of contract, negligence or under any other legal theory, whether foreseeable or not and whether or not the other party has been advised of the possibility of such damage, and notwithstanding the failure of essential purpose of any limited remedy.  Both parties agree that these limitations of liability are agreed allocations of risk and are reflected in the fees agreed upon by the parties.  Except for willful misconduct or fraud, to the maximum extent permitted by law, Lever Talent’s maximum aggregate liability under, arising out of, or relating to this Agreement will not exceed the total amount of fees actually paid by the Client in the twelve (12) months immediately preceding the date the liability first arises.

Use of Marks. 

The Client hereby grants Lever Talent a non-exclusive, worldwide, royalty-free license to use and display the Client’s name, marks, and logos (a) on or in connection with its performance of the Services; and (b) for Lever Talent’s marketing and business development activities in general, including, but not limited to, inclusion of the Client’s name or marks in logo walls, case studies, and other similar marketing materials.

Independent Contractor Status; No Employment Created.  The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.

Miscellaneous.

1. Notices.  Any notice or other communication required or permitted hereunder will be deemed sufficiently given if sent by confirmed facsimile transmission, recognized courier service, or certified mail, return receipt requested, postage and fees prepaid, addressed to the party to be notified at its address set forth above, or in each case to such other address as either party may from time to time designate in writing to the other in accordance with this section.  Such notice or communication will be deemed to have been given as of the date sent by facsimile or delivered to a recognized courier service, or three days following the date deposited with the United States Postal Service.

2. Governing Law; Arbitration.  This Agreement will be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts or choice of law provisions.  Any controversy, dispute or claim arising out of or in connection with this Agreement, or the breach, termination or validity hereof, will be settled by final and binding arbitration to be conducted by a single arbitrator with experience in the subject matter of the dispute, to be held in Boston, Massachusetts, pursuant to the Commercial Rules of the American Arbitration Association.  The decision or award of the arbitrator will be final and binding on the parties, and judgment upon such decision or award may be entered in any competent court or application may be made to any competent court for judicial acceptance of such decision or award and an order of enforcement.  In the event of any procedural matter not covered by the aforesaid rules, the procedural law of Massachusetts will govern.

3. Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will reformed to the extent necessary to conform to applicable law, or otherwise will be deemed null and void, and the remaining provisions of this Agreement will remain in effect, provided that the material intent of the parties to the Agreement is preserved thereby.

4. Compliance with Law.  Each party agrees that it will perform its obligations hereunder in accordance with all applicable international, federal, state, and local laws, rules, and regulations now or hereafter in effect.  

5. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior or contemporaneous oral or written agreements and understandings relating to the subject matter hereof.  No statement, representation, warranty, covenant or agreement of any kind not set forth in this Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.  The headings of the sections of this Agreement are for convenience only and are not intended, nor shall they be deemed, to be a part of or affect the meaning or interpretation of this Agreement.

6. Assignment.  This Agreement may not be assigned without the prior written consent of both parties hereto.

7. Modification and Amendment.  This Agreement will not be modified, amended or extended except by an instrument in writing signed by or on behalf of the parties hereto.

8. No Third-Party Beneficiaries.  Except as expressly stated in this Agreement, no third party is or is intended to be a beneficiary to this Agreement.

9. Counterparts.  This Agreement may be executed in one or more counterparts each of which will be deemed an original, but all of which together will constitute one and the same instrument.