Terms and Conditions
This webpage will set forth the basic terms upon which you have engaged the Abel Business Institute (herein referred to as "Abel") to provide business consulting services to you in connection with your company, including the anticipated scope of services and the billing policies that will apply to the engagement.
Scope of Engagement: In general, you have requested that Abel provide you and your company with any manner of business consulting services for the benefit of you and your business ("Consultation").
Any and all work done under this agreement will be conducted on an hourly basis or based upon service / product order initiated by you from Abel website.
Billing Policies and Procedures: In order for Abel to commence the Consultation Abel shall require you to pay an initial retainer fee ("Retainer") based upon your desired amount of Consultation services ("Monthly Plan") or provide payment for service / product order initiated by you from Abel website (whichever is applicable). The Retainer amount will be as set forth in the service plan you have selected to purchase on Abel website. Based upon your selected plan, Abel hourly rate will be as set forth as advertised. Abel bills for the Consultation will be issued on the first of the month and due no later than the tenth of the month. The bill will reflect amount of hours worked and the expenses incurred in the completion of the tasks assigned. The first Retainer fee will be payable on execution of this Retainer Agreement. The first Retainer fee is required to bind this Retainer Agreement and for work to commence.
Should the Retainer be depleted, you will be invoiced to replenish the Retainer in full. Failure to replenish the retainer within 7 days may result in a suspension of work.
In certain select instances Abel may allow you to accrue a balance going forward, which you agree to satisfy in full. In such instances you agree to pay a minimum the monthly fee of for your selected Monthly Plan, as set forth in advertisement, per month until your balance is paid in full and you have established a Retainer for your Monthly Plan then in effect.
Hourly rates may be adjusted periodically with sixty (60) day notice.
Either party may request that any specific project may be conducted on a flat-fee basis, at which time a separate retainer agreement will be negotiated. Excess retainer balances may be used to pay flat-fee project fees at the direction of the client.
In addition to Abel fees for the Consultation, Abel also charges separately for certain costs and expense disbursements, including travel and reasonable living expenses, including, but not limited to, all lodging and meals, away from my principal office incurred by me. Generally, Abel will forward disbursement billings to you for direct payment by you. Otherwise all such travel and living expenses shall be reimbursed, at the same time the consulting fees are paid. Abel will provide you with such supporting information or receipts as you reasonably request.
Abel billing statements for hourly work will be rendered on a monthly basis. These statements are due and payable upon receipt, but no later then ten (10) days from date of invoice.
Most clients pay their Consultation fees promptly, and we believe that you will do likewise. To avoid burdening those clients who pay their invoices promptly with higher fees reflecting the added costs incurred as a result of clients who are tardy, a monthly late payment charge is added for late payments. This late payment charge is assessed on the last day of each month against all fees and costs that were billed before the beginning of the month and remain unpaid at the end of the month. The monthly late payment charge is one percent (1%) per month, but in no event greater than the maximum allowable by law.
You shall provide Abel with a valid credit card to keep on file and execute a credit card authorization authorizing Abel to charge your credit card for the Retainer if the Retainer is not replenished within Five (5) business days of the date of an invoice for the Retainer to be replenished.
In some case, full payment of invoice charges may be applied to credit card, if so desired by client.
Termination: This Agreement may be terminated by either party (you or me) at any time, without notice, for any reason or no reason at all. In the event I terminate the Agreement, I will return to you the retainer amount deposited with me, less deductions for expenses, as set forth above, and for services performed prior to the termination. In the event that you terminate the Agreement, you will provide immediate payment for services performed, that have yet to be paid by retainer or monthly invoice.
Client Responsibilities: With respect to the Consultation, Client understands and agrees to the following:
If a session must be rescheduled, Client agrees to provide 48-hours notice to Consultant. If less than 48-hours notice is given by Client, a make-up appointment may only be scheduled if Consultant deems it feasible. If a scheduled appointment is missed without providing the required notice, Client will forfeit the full cost of the missed appointment;
Consultation is a shared responsibility and it requires trust and self-discovery. Therefore, Abel require that you be responsible for having Abel work for you. That is, you lead the sessions, you ask for what you want, and let me know what is working and not working in the Consultation relationship; and it is this sense of self-responsibility that you agree to timely deliver all assignments and materials requested by Abel and assume full responsibility for the consequences of failing to timely deliver any and all requested assignments and materials;
Accordingly, you agree to be honest with Abel and allow Abel to be forthright, as Abel find this essential to building a fruitful Consultation relationship.
Indemnification: You shall indemnify, defend (by counsel reasonably approved by Consultant) and hold harmless Abel Business Institute's respective officers, directors, shareholders, agents, employees and other representatives (each an ''Indemnitee'') against all damages, claims, liabilities, losses and other expenses, including without limitation actual attorneys' fees and costs, whether or not a lawsuit or other proceeding is filed, that arise out of any transaction contemplated by this Agreement, or any breach of this Agreement by you, or any and all losses, costs, expenses or claims arising out of or related to any untrue statement or alleged untrue statement of a material fact made by the other or omission of any material fact or information necessary to make information provided by the other not misleading, or any breach of this Agreement. In the event you fail to promptly indemnify and defend such claims and/or pay an Indemnitee's expenses, as provided above, such Indemnitee shall have the right to defend itself, and in that case, you shall reimburse such Indemnitee for all of its actual attorneys' fees, costs and damages incurred in settling or defending such claims within thirty (30) days of each of such Indemnitee's written requests. The provisions of this Section shall survive the termination of this Agreement.
Release: You acknowledge that Abel Business Institute shall not in any way be liable to you for the services performed under this Agreement, or the failure to perform any services.
Attorney's Fees: Should any litigation, arbitration, meditation or other legal proceeding be commenced concerning this Agreement, Abel shall be entitled, in addition to such other relief as may be granted, to reimbursement of Abel actual attorneys' fees and costs incurred in connection with such proceeding. ''Actual attorneys' fees'' means the full and actual cost of any legal services actually performed in connection with the matter for which such fees are sought and calculated on the basis of the usual fees charged by the attorneys performing such services, and shall not be limited to ''reasonable attorneys' fees'' as that term may be defined in statutory or decisional authority. Further, You agree that in the event of non-payment of the Fees due to Abel under this engagement that the you will pay for the cost of collection including actual attorney's fees.
This Agreement will be governed by the laws of the State of New York, including all rules or codes of ethics that apply to the provision of legal services in New York, shall govern the interpretation of this agreement, without giving effect to any conflict of laws principles.
Binding effect: This Agreement shall be binding upon, and inure to the benefit of, the you and you successors, assigns, heirs, legal representatives, executors, and administrators.
Credit Card Authorization: Being the cardholder or Corporate Officer of the cardholder, by checking "I agree to terms and agreements" check box or entering your initials in the box labeled "I have read and understand the terms of this agreement", you understand and agree to the terms set forth in the Agreement, agree to pay, and specifically authorize Abel to charge your credit card for the Retainer pursuant to the Agreement. You further agree that in the event your credit card becomes invalid, you will provide Abel with a new valid credit card upon request, to be charged for the payment of any outstanding balances owed to Abel and as set forth in the Agreement.
Confidentiality: IN CONSIDERATION OF and as a condition of the Provider providing the Confidential Information to the Recipient in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
1. All written and oral information and materials disclosed or provided by the Provider to the Recipient under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Recipient.
2 ‘Confidential Information' means all data and information relating to the business and management of the Provider, including proprietary and trade secret technology and accounting records to which access is obtained by the Recipient , including Work Product, Production Processes, Other Proprietary Data, Business Operations, Marketing and Development Operations, and Customers.
a. Confidential Information will also include any information which has been disclosed by a third party to the Provider and governed by a non-disclosure agreement entered into between the third party and the Provider. Confidential Information will not include information that:
i. is generally known in the industry of the Provider;
ii. is now or subsequently becomes generally available to the public through no wrongful act of the Recipient;
iii. the Recipient rightfully had in his possession prior to receiving the Confidential Information from the Provider;
iv. is independently created by the Recipient without direct or indirect use of the Confidential Information;
v. the Recipient rightfully obtains from a third party who has the right to transfer or disclose it.
b. ‘Work Product' means work product resulting from or related to work or projects performed or to be performed for the Provider or for clients of the Provider, of any type or form in any stage of actual or anticipated research and development;
c. ‘Production Processes' means processes used in the creation, production and manufacturing of the Work Product, including but not limited to formulas, patterns, molds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
d. ‘Other Proprietary Data' means information relating to the Provider's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
e. ‘Business Operations' means internal personnel and financial information, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting the Provider's business;
f. ‘Marketing and Development Operations' means marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Provider which have been or are being discussed; and
g. ‘Customers' means names of customers and their representatives, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by clients of the Provider.
1. Except as otherwise provided in this Agreement, the Recipient must keep the Confidential Information confidential.
2. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Provider and will only be used by the Recipient for the Permitted Purpose. The Recipient will not use the Confidential Information for any purpose which might be directly or indirectly detrimental to the Provider or any of their affiliates or subsidiaries.
Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information. It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an encouragement to expend funds in development or research efforts. Confidential Information may pertain to prospective or unannounced products. Recipient agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar product.
Recipient agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with a consultant or member of ABEL Business Institute.
Governing Law and Equitable Relief
This Agreement shall be governed and construed in accordance with the laws of the United States and the State of New York and Recipient consents to the exclusive jurisdiction of the state courts and U.S. federal courts located there for any dispute arising out of this Agreement. Recipient agrees that in the event of any breach or threatened breach by Recipient, Owner may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Owner against any such breach or threatened breach.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
Recipient may not assign this Agreement or any interest herein without Owner’s express prior written consent.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.
Should you have any questions, please do not hesitate to contact the office of ABEL Business Institute at 212-564-7584 or firstname.lastname@example.org