REVENUE ARCHITECTS, LLC

STANDARD TERMS OF BUSINESS FOR SERVICES

These Terms of Business have been entered into between Revenue Architects, LLC (“Revenue Architects”) and the party to whom the Proposal is addressed (“Client”) (together the “Parties”) as of the date set out in the Statement of Charges.
In the event of any inconsistency between these Terms of Business, the Statement of Charges and the Proposal (jointly, the “Agreement”), these Terms of Business shall prevail and, in the event of any inconsistency between the Statement of Charges and the Proposal, the Statement of Charges shall prevail.
1. Revenue Architects Obligations  
1.1 Revenue Architects will perform the services (the “Services”) as set out in the agreement (the “Agreement”) entered into by Revenue Architects and the Client which, for the avoidance of doubt, includes these Terms of Business, with reasonable care and skill in accordance with good practice within the consulting industry, using appropriately qualified staff.  
1.2 Revenue Architects will so far as it is practical use the consultants identified to the Client in the Proposal.  However, Revenue Architects may replace these personnel with consultants of equivalent skills and experience (including third party consultants), not to be unreasonably delayed, made conditional or withheld.  
1.3 Revenue Architects will use reasonable endeavors to meet agreed or estimated timescales.  
2. Client’s Obligations  
2.1 The Client will provide such facilities, materials, information and resources for the performance of the Services as reasonably requested by Revenue Architects. The Client will liaise with Revenue Architects as appropriate during the performance of the Services and shall respond quickly to Revenue Architects’ reasonable requests for consultation, information, decisions and approvals.  
3. Fees and Payment  
3.1 An estimate of fees and expenses for the Services is set out in the Agreement. This estimate is not an offer to perform the Services for a fixed price.  All fees and charges due under the Agreement are exclusive of VAT, sales and use and similar taxes of any kind.  
3.2 All fees and charges referred to in the Agreement are payable upon presentation of the invoice. Interest may be charged in respect of any invoice unpaid within 30 days.  
3.3 Without prejudice to its other rights, the Client agrees to make payment to Revenue Architects of all sums due without reduction or deferment on account of any claim, counterclaim or set-off.  
4. Forecasts and Recommendations / Third Party Services  
4.1 Statements made by Revenue Architects relating to the Services, and all surveys, forecasts, recommendations and opinions (together “Forecasts”) in any proposal, report, presentation or other communication by Revenue Architects are made in good faith on the basis of information available at the time.  Forecasts are not a representation, undertaking or warranty as to outcome or achievable results.  
4.2 Implementation of the results of the Services and completion of any project of which the Services form part may require the involvement or supervision of or giving advice to third parties engaged by the Client.  Revenue Architects strongly recommends that the Client obtain independent advice before entering into any legally binding commitment with any such third parties.  
4.3 Revenue Architects may, during its performance of the Services, make statements about or recommendations of third party software, equipment or services.  No warranty shall be attributable to Revenue Architects with respect to such software, equipment or services, and the Client shall look solely to the warranties and remedies provided by any such third party with whom it may contract.  
5. Confidentiality  
5.1 Revenue Architects and the Client each undertake, during the provision of Services and for two (2) years after completion of the Services or earlier termination of the Agreement, to keep confidential information that can reasonably be understood to be confidential received from, or on behalf of the other Party in relation to the Agreement, whether orally, electronically or in permanent form (“Confidential Information”).  Either Party may disclose Confidential Information to its employees, subcontractors and advisors, and those of other companies in its Group, on a need-to-know basis who are in all cases contractually obliged to the disclosing Party (including within an employment contract) to keep the information confidential.  “Group” means companies which control, are controlled by or are under common control with one of the Parties.  
5.2 Confidential Information excludes any information which is (i) in the receiving Party’s possession at the time of disclosure (other than by breach of the Agreement); (ii) received from a third party (other than one whom the receiving Party knows or should reasonably assume is not entitled to disclose it); (iii) published before or after the date of disclosure through no fault of the receiving Party; (iv) independently developed by the receiving Party without the use of the Confidential Information; or (v) required to be disclosed by law or a competent regulatory authority.  
5.3 If Revenue Architects and the Client have separately entered into an agreement in respect of any Confidential Information (“NDA”) with each other, the Agreement shall prevail over the terms of the NDA in the event of any conflict or inconsistency between the Agreement and the NDA.  
6. Intellectual Property and Rights of Use  
6.1 “IP” means all forms of intellectual property, including, without limitation, property in and rights under registered and unregistered copyright, domestic and foreign patents, conceptual solutions, circuit layout rights, performance rights, design rights, designs, database rights, trade names, registered and unregistered trademarks, service marks, corporate names, internet domain names, trade dress, brand names, computer programs, trade secrets, methodologies, ideas, processes, inventions, methods, tools and know-how, formulae and recipes and entitlement to make application for formal or otherwise enhanced rights of any such nature.  
6.2 IP and rights to IP owned by any Party on the date of the Agreement (“Background IP”) shall remain the property of that Party.  
6.3 The Client hereby grants to Revenue Architects a royalty-free, non-exclusive, non-transferable license to use the Client’s Background IP as required to allow Revenue Architects to perform its obligations under the Agreement.  
6.4 IP developed by Revenue Architects in the course of performing the Services (“Foreground IP”) and rights to such IP will be owned by Revenue Architects.  Upon completion of all phases of the Services and on receipt of payment in full by Revenue Architects, Revenue Architects will grant to the Client a royalty-free, non-exclusive, non-transferable license to use any Foreground IP and Revenue Architects Background IP required for the Client to use the results of the Services for the purposes set out in the Proposal.  
6.5 Revenue Architects warrants that to the best of Revenue Architects knowledge and belief the results of the Services shall not infringe the copyright of any third party.  
6.6 Revenue Architects does not conduct any searches of registrable IP, and thus does not warrant that any such IP will be outside the scope of any patent or other IP registration.  
7. Liability  
7.1 In respect of any liability, Revenue Architects total liability arising out of or in connection with the Agreement shall not exceed in aggregate 150% of the fees paid by the Client.  
7.2 Revenue Architects shall not in any circumstances be liable to the Client whether in contract, tort (including negligence) or otherwise for:  
  (i)             Any loss of profit, loss of contracts, loss of benefit, loss of anticipated savings, loss of reputation, loss of goodwill or loss of use suffered or incurred directly or indirectly by the Client;  
  (ii)             Any consequential or indirect loss or damage howsoever arising and of whatsoever nature; and  
  (iii)            (iii) Any punitive or exemplary damages.  
7.3 Nothing in this Clause 7 shall limit the liability of either Party for fraud or deceit.  
7.4 Each Party shall have the obligation to prove, minimize and mitigate all losses claimed under this Agreement  
8. Indemnities  
8.1 The Client agrees to indemnify Revenue Architects against any third party claim brought against Revenue Architects in respect of any injury, damage or loss occasioned by the Client or a third party’s use or operation of the results of the Services without Revenue Architects approval, regardless of whether that third party claim is brought against Revenue Architects in contract, tort (including negligence) or otherwise whatsoever.  
9. Force Majeure  
9.1 Neither Party will be liable for any breach of the Agreement which results from that Party being prevented, hindered or delayed from observing or performing its obligations under the Agreement by an act beyond its reasonable control.  The Party so affected will, as soon as reasonably possible, give notice to the other Party of the occurrence of such event.  
10. Termination  
10.1 This Agreement may be terminated by material default of a party by the non-defaulting party; provided that the non-defaulting party has given written notice to the defaulting party specifying the actions or events constituting the default and the defaulting party has failed to cure the default or to provide a plan for curing the default within thirty (30) days of the date of receipt of such written notice  
10.2 Term  
10.3 The term of the Agreement shall be from the date of signing the Agreement until the date that the Services performed thereunder are completed, unless terminated as described in clause 10 hereof.  
10.4 General  
11. Non-Solicitation – Both Parties undertake, during the performance of the Services and for six months from their completion, not directly or indirectly to solicit any of the other Party’s employees (whether as an employee or an independent contractor) who is or has been concerned with or engaged in the performance or procurement of the Services.  This clause 12.1 will not prevent either Party from advertising for staff in public media.  
11.1 Counterparts – The Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.  
12. Third Party Beneficiaries – Unless expressly stated otherwise in the Agreement, each Party intends that the Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than the Parties. Notwithstanding the foregoing, the Agreement shall be binding upon and ensure to the benefit of the Parties’ successors and permitted assigns.  
12.1 Assignment – The Client shall not assign the Agreement or any right arising under it without Revenue Architects prior written consent.  
12.2 Publicity –  Revenue Architects may include the Client’s name on its website and in marketing material and refer to the Services provided to the Client.  
12.3 Entire Agreement – Subject to clause 5.3, the Agreement (including, for the avoidance of doubt, these Terms of Business), together with the Proposal or SOW and Statement of Charges contain the entire understanding and agreement of the Parties with respect to the subject matter thereof.  There is no express or implied prior understanding, warranty, representation or undertaking which is not included in or superseded by the Agreement. Revenue Architects and the Client agree that all implied terms relating to fitness for purpose implied both by statute and by law hereby are excluded.  
12.4 Amendment – Any amendment to the Agreement will only be valid if it is agreed to by both Parties in writing.  
12.5 Waiver – Delay or omission by a Party in exercising its rights or remedies hereunder will not be deemed a waiver of any such right or remedy.  
12.6 Notice – Notices and other communications to be served under the Agreement shall be in writing and shall be deemed given when (i) delivered by hand, (ii) one (1) business day after mailed, to the addressee, if sent by Express Mail, FedEx, or other express delivery service (or two (2) business days, if mailed to a destination outside the United States), (iii) three (3) business days after mailed, to the addressee, by regular mail delivery of the U.S. Postal Service, or (iv) on receipt of a transmission report, if sent by facsimile (in all cases in the absence of evidence of earlier delivery), to the addressee at the address set forth in the Agreement.  
12.7 Severability – If any of the provisions of the Agreement is judged to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement will not in any way be affected or impaired thereby.  
12.8 Governing Law – The Agreement will be governed by and construed in accordance with the laws of the State of Massachusetts, regardless of the law that might be applied under principles of conflicts of laws.  
12.9 Jurisdiction – Any legal action or proceeding with respect to the Agreement may be brought in the courts of the State of Massachusetts or of the United States of America and, by execution and delivery of the Agreement, each Party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Party further irrevocably consents to the service of process out of any of the aforementioned courts in any action or proceeding by the mailing of copies thereof by guaranteed overnight courier to such Party at its address set forth in the Agreement, such service to become effective seven (7) business days after such mailing. Nothing in the Agreement shall affect the right of Revenue Architects to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Client in any other jurisdiction. Each Party hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with the Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.