Olivier GIRAUDO Consulting

Consulting Services Agreement

Standard client engagement agreement for Olivier GIRAUDO Consulting LLC — governs services, payment, liability, and dispute-resolution terms for consulting engagements.

By accepting these terms, you (“Client”) acknowledge and agree to the terms of this Consulting Services Agreement (“Agreement”). This Agreement is effective as of the date of Client's acceptance (the “Effective Date”). Olivier GIRAUDO Consulting LLC (“Consultant”) and Client may each be referred to hereinafter as a “Party” or collectively as the “Parties”.

1. DESCRIPTION OF SERVICES

This Agreement shall apply to all services provided by Consultant pursuant to the description provided in a statement of work, invoice, quote or exhibit, as well as any and all ordering documents (“Ordering Documents”), including Ordering Documents executed or otherwise accepted by Client, including through electronic or online acceptance mechanisms (hereinafter “Services”).

2. CONSULTANT ACCESS TO CLIENT DATA, PERSONNEL AND FACILITIES

Through the course of the engagement described in the Ordering Documents, Client will voluntarily provide Consultant with certain business data upon request. Consultant will rely on the information furnished by Client to provide the Services and will not be liable for consequences resulting from the Client providing misleading, inaccurate or incomplete information.

3. PAYMENT TERMS

All sales are considered final at the time of purchase, and no refunds shall be granted. The price for Services and payment terms will be set forth in the applicable Ordering Documents. To secure dates for the commencement of any Services, payment is required as specified in the Ordering Documents, which will be issued to the Client prior to commencement of Services.

4. PROPRIETARY RIGHT

Consultant does not convey or transfer to Client, nor does Client obtain any legal right or interest to a) any of the systems, plans, strategies, methods, techniques, data, tools, documents, processes or materials utilized by Consultant in connection with Services (“Materials”); or b) any names, logos, marks and trademarks of Consultant and its affiliated companies. Consultant grants to Client a non-transferable right to use the Services and Materials for Client's internal purposes only, and Client shall not disclose, distribute or otherwise make available the Ordering Documents or any Materials to third parties or other entities without the express written authorization of Consultant.

5. NON-DISPARAGEMENT

Each Party agrees to ensure that its employees, officers, agents, and representatives do not make, publish, or communicate to any person or entity any false or malicious remarks, comments, or statements, whether written or oral, about the other Party, its business, or its personnel. Nothing in this section shall restrict either Party from (i) making truthful statements, (ii) expressing opinions that are not made with actual malice, or (iii) making disclosures as required by law, regulation, or legal process.

6. ACKNOWLEDGEMENT

Client acknowledges the following:

  • (a) Consultant and its representatives shall not provide Services in the capacity of attorney, financial advisor, or accountant.
  • (b) Consultant shall not issue or provide legal, financial, accounting, investment or securities advice as part of Services and Client shall obtain such advice as applicable independent of Consultant.
  • (c) Consultant shall not be held liable for any and all suggestions, opinions or recommendations as may be communicated by Consultant as all decisions, conclusions and actions regarding all Client business-related matters are ultimately reached by Client by its own free will without coercion.
  • (d) Client forever assumes all risk and responsibility associated with any actions taken or inactions determined as a result of Services provided, even if such actions or inactions result in losses, lost revenues or profits, liabilities, deficiencies, claims, actions, suits, legal proceedings, judgments, settlements, interest, awards, penalties, fines, costs, expenses, including attorneys' fees, and any actual, speculative, consequential, incidental, direct, indirect, exemplary, special or punitive damages of any kind.
  • (e) Client acknowledges that Consultant shall be providing Services to multiple companies which may include competitors of Client (“Multiple Consultations”) and hereby waives any potential conflicts of Multiple Consultations. The mere fact that another client is a direct or indirect competitor of Client does not constitute an adverse situation.

7. LIMITATION OF LIABILITY

  • (a) In no event shall Consultant be liable to the Client or any third party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, loss of data, loss of business, or loss of goodwill, even if the Consultant has been advised of the possibility of such damage.
  • (b) Consultant's total aggregate liability under this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to the Consultant for the Services giving rise to the claim.

8. USE OF NAME

Client and Consultant agree that Parties shall not, directly or indirectly, without the prior written consent of the other party, use the name, logos and trademarks (issued and pending) of the other party and/or any divisions, affiliates and affiliated entities of the other party, for the purposes of advertising, marketing, branding promotion, publicity or otherwise.

9. TERM, TERMINATION AND SURVIVAL

  • a) This Agreement shall commence on the Effective Date and continue until the completion of Services set forth in the Ordering Documents (the “Term”). The Agreement will automatically terminate upon completion of the Term.
  • b) Termination or expiration of this Agreement shall not relieve either Party of any obligations that accrued prior to the date of termination or expiration. Without limiting the foregoing, the provisions relating to payment, indemnification, limitations of liability, dispute resolution, and any other provisions which by their nature are intended to survive termination or expiration shall remain in full force and effect.

10. INDEMNIFICATION

Each Party agrees to indemnify and hold harmless the other Party from any claim, loss, liability, obligation, penalty, fine, cost, or other damages whatsoever (including without limitation attorneys' fees) resulting directly from the following: the breaching Party's failure to comply with any legal or regulatory requirement, warranties, duties, covenants or obligations pursuant to this Agreement; and the breaching Party's willful misconduct, fraud, misrepresentation, recklessness or negligence, and for all costs, fees, expenses directly incurred in connection therewith.

11. NON-SOLICITATION

  • a) During the Term of this Agreement, and for a two (2) year period following expiration or termination, as applicable, Client shall not, without the express written permission of Consultant, directly or indirectly, employ, solicit, or induce, or in any manner attempt to employ, solicit, or induce, any person(s) employed or contracted by Consultant to leave/end their employment and/or end their contractual relationship(s) with Consultant.
  • b) Client further agrees not to disrupt or interfere with Consultant's relationships with its employees, contractors, or vendors in any way during this two (2) year non-solicitation period.

12. FORCE MAJEURE

Neither Party shall be liable for delay or failure in the performance of its obligations under this Agreement if such delay or failure is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, inclement weather, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, terrorism, civil commotion, epidemics or pandemics, government shutdowns or labor disputes. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such a condition, as applicable, within three (3) business days of its occurrence. If either Party is unable to perform its obligations due to a force majeure event, the Parties agree to work in good faith to resume performance as soon as is reasonably practicable.

13. GOVERNING LAW, DISPUTE RESOLUTION AND ENFORCEMENT

  • a) This Agreement shall be solely governed by and construed as to the validity, enforcement, interpretation, construction and effect and in all other aspects by the laws of the State of North Carolina.
  • b) Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the Parties. If the Parties are unable to agree upon an arbitrator, the AAA shall appoint the arbitrator. All arbitration proceedings shall be conducted remotely via video conference or similar technology. The decision of the arbitrator shall be final and binding on the Parties, and judgment and the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each Party shall be responsible for its own attorney fees and costs related to arbitration.
  • c) Client acknowledges and agrees that should Consultant need to enforce the payment of the fees in a court of law, Client shall be liable for attorneys' fees and court costs associated with said enforcement.

14. NOTICES

All notices or other communications required or permitted under this Agreement (“Notices”) must be in writing and delivered to the Parties at the mailing or email addresses specified herein or in the applicable Ordering Documents (or as updated by written notice). Notices may be delivered (i) by certified or registered mail, return receipt requested, or by a nationally recognized courier service, in which case they will be deemed received upon documented delivery; or (ii) by email, in which case they will be deemed received two (2) business days after transmission, provided no delivery failure notification is received. Either Party may change its notice address by giving notice in accordance with this Agreement.

Notices to Consultant shall be addressed to:
Olivier GIRAUDO Consulting LLC
ATTN: Olivier GIRAUDO
7231 S Rea Park Ln., APT. 5218, Charlotte, NC 28277, United States
Email: admin@giraudoconsulting.com

15. GENERAL PROVISIONS

  • a) This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, whether written or verbal.
  • b) No modifications to this Agreement shall be valid unless in writing and signed by both Parties.
  • c) Each Party represents that it has the authority to enter into this Agreement and comply with the terms and conditions contained herein.
  • d) The Parties may not assign this Agreement or any of its rights or obligations, without the prior written consent of the non-assigning Party. Such consent shall not be unreasonably withheld.
  • e) The Parties are independent contractors to each other and therefore, no agency, partnership, joint venture, or employment relationship is created because of this Agreement.
  • f) The Parties do not have any authority of any kind to bind the other Party in any respect whatsoever.
  • g) If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall continue in full force and effect.
  • h) Paragraph/Section titles of and utilized in this Agreement are for reference only and shall not limit or otherwise affect the meaning of any provision contained herein.
  • i) The Parties acknowledge that all restrictions related to time contained in this Agreement are reasonable.
  • j) This Agreement shall not be construed in favor of or against either Party but shall be construed as if both Parties prepared this Agreement.
  • k) The Parties' failure to act with respect to a breach by the non-breaching Party shall not be deemed to be or constitute a waiver of the non-breaching Party's right to act with respect to subsequent or similar breaches.
  • l) The Parties acknowledge that this Agreement is a legal document and that each Party has been advised to obtain the advice of legal counsel in connection with its review and execution of this Agreement. Each Party covenants that it will not deny the enforceability of this Agreement on the basis that it elected not to obtain legal counsel to review and approve this Agreement.
  • m) This Agreement shall be binding upon the Parties hereto and their heirs, successors and permitted assigns.
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