TERMS OF SERVICE
This Terms of Service Agreement (this “Agreement”) are incorporated into each Services Agreement and/or Change Order Agreement (together a “Services Agreement”) and/or any other agreement between LEFCON LLC, a Pennsylvania limited liability company (“Consultant”) having a principal place of business at 514 German Street, Harmony, PA 16037 and the Customer. Please read these Terms carefully before using LEFCON LLC's services. By using the services, the Customer agrees to be bound by these Terms.
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the parties hereto agree as follows:
Scope of Work
Term / Termination
Payment for Services
Default And Remedy
Consultant’s Insurance. Throughout the Term of this Agreement, Consultant shall procure and maintain insurance against claims for injury to persons or damage to Customer which may arise from or in connection with the Services by Consultant or any of the Consultant Parties. Throughout the Term of this Agreement, Consultant shall provide coverage with limits of liability not less than those stated below. An excess liability policy or umbrella policy may be used to meet the minimum liability requirements provided that coverage is written on a “following form” basis.
Customer’s Insurance. During the Term of this Agreement, Customer shall, at its own expense, maintain and carry insurance with financially sound and reputable insurers, in full force and effect that includes, but is not limited to, commercial general liability in a sum no less than $2,000,000 with financially sound and reputable insurers. Upon Consultant’s request, Customer shall provide Consultant with a certificate of insurance from Customer’s insurer evidencing the insurance coverage specified in this Agreement. Failure to provide such proof of insurance within three (3) business days of a request by Consultant shall be a material breach of this Agreement.
Representations And Warranties
LIMITATIONS ON LIABILITY
CONSULTANT SHALL NOT BE LIABLE FOR ANY LOST DATA, LOST PROFITS OR INCIDENTAL,
CONSEQUENTIAL, PUNITIVE, SPECIAL OR OTHER INDIRECT DAMAGES OF ANY KIND FOR ANY REASON
WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES BASED UPON NEGLIGENCE, BREACH OF
WARRANTY, STRICT LIABILITY, OR ANY OTHER THEORY. IN NO EVENT SHALL CONSULTANT’S
AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO CONSULTANT IN THE TWELVE (12) MONTH PERIOD
PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The parties agree that amounts stated herein are fair under the circumstances and that the prices reflect the limitation of liability.
Publicity. Both parties agree not to use the name or logo(s) of the other party or any of its affiliated companies, including Customer’s Affiliates, in any sales or marketing publication or advertisement or make any public disclosure relating to this Agreement or the other party or any of its affiliated companies, including Customer’s Affiliates, without obtaining the prior written consent of the other party.
Non-Solicitation. During and for a period of one (1) year following termination of this Agreement, each party will not, without prior written consent of the other party, hire or attempt to hire any employee of the other party or its subsidiaries or affiliates, who were involved in the performance of Services hereunder.
Nondiscrimination. Consultant agrees to comply and to cause each of the Consultant Parties to comply with the provisions of all applicable federal, state, and local laws, regulations and executive orders relating to equal opportunity and nondiscrimination in employment, and the use of minority business enterprises, to the extent that any such laws, orders and regulations are applicable in the performance of their work hereunder. For the purpose of this Agreement, the provisions of such laws, orders and regulations shall be deemed an integral part of this Agreement to the same extent as if they were written at length herein.
Non-Subordination. Each party agrees that in performance of its obligations under this Agreement, it will not make or offer to make any payments to, or confer, or offer to confer any benefit upon any employee, agent or fiduciary of any third party, with the intent to influence the conduct of such employee, agent or fiduciary in relation to the business of such third party, in connection with this Agreement.
If to Consultant:
514 German Street
Harmony, PA 16037
With copy, which shall not constitute notice, to Consultant’s counsel:
Strassburger McKenna Gutnick & Gefsky 444 Liberty Avenue, Suite 2200
Pittsburgh, PA 15222 Attn: Julie Kline
If to Customer: The address set forth in the preamble paragraph of the Services Agreement
Work Policy. Consultant agrees to observe the working hours, work rules, building security measures and holiday schedule of Customer on Customer premises, which will be provided to Consultant upon request; provided, however, that adherence to such working hours and schedules shall not constitute justification for non-accomplishment of agreed upon schedules and deadlines. Consultant further agrees to employ all reasonable efforts to meet Customer’s assignment deadlines and documentation standards, as applicable. Unless otherwise agreed upon, Consultant shall meet with Customer personnel to discuss and review progress of the current assignment on a regular basis.
Third-Party Support and Liability Disclaimer:
If included in the contract, LEFCON will work with third-party vendors to resolve issues not directly under LEFCON's responsibility. LEFCON will make reasonable efforts to ensure effective issue resolution.
Limitation of Liability:
LEFCON is not responsible for lost revenue, loss of business, or downtime due to third-party delays or failures. This limitation acknowledges LEFCON's limited control over third-party vendors.
The parties execute this Terms of Services by their duly authorized representatives on the dates indicated on the Services Agreement.
Revision: November 2023