This document represents our understanding of how JDA International (“JDA”) will work with its clients (“Company) to help accomplish their goals, (the “Engagement”).
The Company is responsible for payment to JDA for the JDA’s services. Payments for services and for other related expenses are due upon receipt of JDA’s invoice for such charges, such invoices to be provided to the Company on a progress basis.
- The Company agrees to reimburse JDA for reasonable expenses incurred during the performance of its Engagement, including, but not limited to all out-of-town travel and lodging expenses incurred while representing the Company for travel approved by the Company. For distances traveled by car by JDA, the Company shall reimburse JDA $0.565 per mile. For air travel, JDA’s reimbursement will be based on coach rates. The Company shall also reimburse JDA for all reasonable out-of-pocket expenses incurred such as meals, parking expenses, tolls and tips related to the Engagement.
- If the Company cancels any scheduled consulting or training, it shall pay JDA: (a) No fee, if cancellation occurs 31 calendar days prior to the scheduled training date; (b) 50% of the training fee plus JDA’s expenses if cancellation occurs less than 31 calendar days, but more than 21 calendar days prior to the first scheduled dates; (c) 75% of the training fee plus JDA’s expenses if cancellation occurs less than 21 calendar days, but more than 14 calendar days prior to the first scheduled training date; and (d) 100% of the training fee plus JDA’s expenses, if cancellation occurs less than 14 calendar days prior to the first scheduled training date.
- If there is a disagreement on the interpretation of this Agreement, the Company and JDA will submit in writing to one another their interpretation of the Agreement concerning the area of disagreement. If the Company and JDA are not able to resolve the issues then either party may seek appropriate redress in the appropriate courts.
- The Company hereby agrees to indemnify, defend and hold JDA, its officers, members, employees and agents harmless from any claim, liability, expense or cost (including reasonable attorney’s fees) for: (a) the breach of this Agreement by Company or its employees or agent; (b) any action brought against the Company or its affiliates, officers, directors or employees which joins JDA or any owner, employee or agent thereof as a defendant; or (c) any personal injury or property damage incurred as a result of the Company’s negligence. Nothing herein shall be construed as a release for any grossly negligent acts of JDA. In all cases, JDA’s liability is limited to fifty percent (50%) of any fees paid by the Company to JDA in the twelve months preceding such claim.
- In connection with the performance of services, JDA will make no representations or warranties or extend any inducements.
- JDA will limit access to confidential information acquired in connection with this Agreement to its employees and agents who have a need to know in order to perform the services called for by this Agreement. Unless otherwise agreed in writing, JDA shall own all right, title and interest in and to all materials delivered to Company (or its designees) under its services to the Company. Without limiting the generality of the foregoing, possession of JDA’s materials, or a copy thereof, does not carry with it the right of reproduction or publication of all or part of it, nor may it be used for any purpose by anyone but the Company without the previous written consent of JDA and, in any event, only with proper attribution and in a manner authorized in writing by JDA.
- These terms represent the entire understanding of the parties and supersedes all written and oral agreements or representations relative to the subject matter involved. The laws of the State of New Jersey shall govern the interpretation and construction of this Engagement Agreement. The Company and the Firm hereby agree that all disputes arising between the parties shall be brought exclusively in the courts of the State of New Jersey located in Mercer County, New Jersey or the United States District Court for the District of New Jersey, Division and each party, by executing this Engagement Agreement, irrevocably consents and submits to the jurisdiction of such courts.