Terms of Service
1. Scope of Services
1.1 TMG Consulting, LLC (TMG) will provide consulting services as described in the Statement of Work (SOW). This agreement can cover multiple SOWs, each referencing this agreement.
1.2 Each SOW will include:
A detailed description of services.
Applicable billing rates.
Any additional terms.
1.3 Any changes to the SOW must be agreed upon in writing through a change order, which will be executed by both parties.
1.4 Both TMG and the Client's executive staff will regularly review the services, SOWs, invoices, and estimates, producing written status reports.
2. Client Obligations
2.1 The Client will provide support services as mutually agreed upon with TMG.
3. Services, Fees, & Expenses
3.1 The Client is responsible for all service fees as outlined in the SOW and any change orders.
3.2 TMG will invoice the Client monthly, and payment is due upon receipt.
4. Term & Termination
4.1 This agreement begins on the effective date specified in the SOW and continues until the end date outlined in the SOW.
5. Proprietary Rights & Confidentiality
5.1 Work products from services will be owned by the Client. TMG may use general knowledge gained during the service but not specific proprietary information.
5.2 Confidential information remains the property of the disclosing party, unless stated otherwise. Information is not confidential if publicly available, received from a third party, independently developed, or known prior to disclosure.
5.3 Both parties agree not to use or disclose each other's confidential information without written consent. They will safeguard it with at least the same degree of care as their own proprietary information.
5.4 Breaching confidentiality may result in immediate termination of this agreement, with the non-breaching party entitled to legal remedies, including recovery of legal fees.
6. Warranties
6.1 TMG warrants that services will be performed professionally and in line with industry standards. If services are nonconforming, TMG will either correct the issue or refund the service fees paid for the affected services.
7. General Provisions
7.1 The relationship between the Client and TMG is that of independent contractors, not employer-employee.
7.2 Delays due to force majeure are not considered breaches of this agreement.
7.3 Assignments in violation of this agreement are void.
7.4 Disputes will be resolved through binding arbitration under the rules of the American Arbitration Association. Arbitration awards can be enforced in any court with jurisdiction.
7.5 All communications must be in writing and sent via personal delivery, airmail, or email, with a ten-day notice for address changes.
7.6 This agreement is governed by the laws of Pennsylvania. Any suit to enforce its provisions will be brought in the courts of Nebraska.
7.7 Any modification must be in writing and signed by both parties. Failure to enforce any provision does not waive the right to enforce it later.
7.8 This agreement represents the entire understanding between the parties and supersedes all prior agreements. If any terms conflict with the Client’s orders, this agreement prevails.