DOUBLE G SECURITY FIRM LLC’S TERMS AND CONDITIONS
1. PAYMENT TERMS.
A. General Payment Terms.
1. Fees for services are due upon issuance of the invoice and will be deducted from the Retainer. Client will notify Double G within 3 days of the invoice date of any disputed amounts on any invoice. Unless Double G is Notified, in writing, of a dispute within this time period, the charges will be deemed accurate and correct.
2. A late fee of 6% of the balance due will accrue on any payment received 5 days after the invoice date.
3. Client is in default if payment is not received within 15 days of the invoice date.
4. If a payment is returned to Double G unpaid or if payment is otherwise dishonored, Client will be in immediate default of this Agreement and will pay a returned check charge of $150.00.
5. If Client fails to make payment when due,
a. Client will pay interest at 1.5% per month,
b. Double G may suspend all Services if the account is over 5 days past due. If Services are suspended, Services will not resume until all fees, including late fees and legal fees are paid in full; and
c. In the event, in Double G’s sole judgment, it becomes necessary or desirable to place Client’s account with an attorney for collection, Client will also pay all court, service and other costs and reasonable attorney’s fees. Double G will recover its reasonable costs of collection and legal fees even if suit is not filed.
B. Security for services. Double G requires that a current and valid credit card is on file for all Clients. The Credit Card Authorization set forth in Appendix I to the Agreement must be executed and returned to Double G before services commence.
Failure to post the Retainer(s) as required will be an immediate and material breach of this Agreement and entitle Double G to cease all Services without additional Notice.
Double G may charge any fees due it to the credit card on Appendix I. Double G may charge the credit card for any open invoices automatically if those invoices are 10 days overdue. Client may call before this deadline to have its credit card charged. Services may be put on hold or cancelled at Trust’s discretion for Client whose accounts are 5 days or more past-due or who do not have a valid credit card on file. Double G reserves the right to require payment in advance where Client has been delinquent in paying its invoices or Double G has had to auto-charge for its services twice in any 6-month period.
C. Increases to Hourly Rates.
1. In General. This Agreement sets forth Double G’s present billable rates. Double G reserves the right to alter these rates upon 30 days’ written Notice to the Client before the date the new rates will take effect.
2. Based on Changes to Minimum Wage or Overtime Laws. If there is an increase in the minimum wage law of the Work Site or the salary requirements for overtime exemptions are increased under the Federal law or the state laws of the Worksite, then in that case the rates set forth herein will automatically and without further Notice increase to match the increase in the minimum wage rate or salary basis for the overtime exemption on the date those changes take effect. As an example, if the minimum wage is $10 per hour at time of contract, and that rate increases to $15 per hour on March 1, then on March 1 Double G’s rates in this agreement will also automatically increase by $5 per hour.
3. If Client does not wish to continue Services at the new rates, Client will provide written Notice of their intent to terminate Services without cause at least 14 days before the effective date of the rate change. Acceptance of Services after the effective date of the new rates will be deemed consent to those rates.
2. TERMINATION OF CONTRACT AND REMEDIES
A. Termination for Convenience.
1. At the End of the Term. Either party may terminate a Services under this Agreement or any related SOW by providing 10 business days’ written notice before the current Term will end that they will terminate Services and the Agreement will not be continued.
2. Before the End of the Term for Convenience. Either party may terminate Services under this Agreement or any SOW at its option on 1 business days’ advanced written notice to the other party. If termination for convenience by the Client prior to the end of a Term occurs, the Client remains liable for the entire balance due under the Agreement through the end of that Term, whether Double G continues to provide services to that date or not.
B. Termination for Breach. Double G, besides any other rights set forth in this Agreement or at law or equity, has the right to immediately terminate Services under this Agreement, or any SOW by giving written Notice to the Client, email notice being sufficient, upon the following events regarding the Client:
1. Failure to make payment when due or the dishonoring of a payment;
2. The filing for relief under Chapter 7 of the United States Bankruptcy Code, whether voluntary or involuntary, or the appointment of a receiver for the other party where the bankruptcy or receivership is not dismissed within 30 days or the matter is not converted to a case under Chapter 11 of the United States Bankruptcy Code or dismissed within 90 days of an involuntary bankruptcy filing;
3. A material breach of this Agreement;
4. Determination, in its sole discretion, that the investigation is illegal, unethical or detrimental to Double G or its reputation.
5. Breaches of the confidentiality or non-solicitation provisions.
C. Payments. In the event of termination, the Client will pay all amounts outstanding to Double G, with any reasonable and quantifiable additional costs associated with the termination of services, and any amounts due for terminations for convenience. If a termination for breach is later determined to be improper by a court or arbitrator, the termination will be deemed a termination for convenience and those terms will apply to the payments due.
3. NON-SOLICITATION/ NO HIRE PROVISION
A. The Client agrees that for the term of this Agreement and for 18 months thereafter, the Client will not directly or indirectly solicit, recruit, retain, hire or otherwise employee or otherwise contract with any Double G employee, contactor or subcontractor who provided services under this Agreement (the “Double G Security Contacts”) in a position competitive with the services provided under the Agreement, without Trust’s permission or contracting through it. Failure to obtain permission or contract through Double G will be a circumvention by the Client. If a Circumvention occurs, the Client will pay Double G twice its total billings to Client for the immediately preceding 12 months, plus reasonable costs and legal fees, as liquidated damages.
B. Injunctive Relief. Client acknowledges that money damages may not be a sufficient remedy for breach of this Section 3, and besides all other remedies, Double G may seek (and may be entitled to) specific performance, injunctive or other equitable relief as a remedy.
C. This Section 3 does not limit or restrict any party from: (1) contacting any person known to them before the date of this Agreement: or (2) continuing to do business with any business entity with whom a past or current business relationship exists or has existed.
D. The termination of this Agreement does not release Client from any obligations under this Section 3 of the Terms.
E. If any provision of this Section 3 is held to be too broad or unreasonable in duration, scope, or character of restriction to be enforced, that provision will be modified by the Court or Arbitrator, as the case may be, to the extent necessary so that the offending provision is enforceable to the fullest extent permitted by law. The parties hereby expressly request and authorize any court of competent jurisdiction or arbitrator to enforce the restrictions in this Section 3 or portion thereof and to modify any provision or portion so that it may be enforced to the fullest extent permitted by applicable law. By agreeing to the reformation of the restrictions in this Section 3, the parties do not intend to suggest that they consider any term or condition of this Agreement to be unreasonable, unlawful, or unenforceable.
4. OWNERSHIP OF INTELLECTUAL PROPERTY
A. Ownership and Assignment. Any inventions, discoveries, concepts or ideas, or expressions thereof, and all post orders, whether or not subject to patents, copyrights, trademarks or service mark protection, and whether or not reduced to practice, conceived, or developed by Trust, which relate to or result from the work, research, or investigation of Double G or which are suggested by or result from any task assigned to or performed by Double G for Client are the sole and exclusive property of Double G (the “IP Products”). The Client assigns Double G all rights, titles and interest in the IP Products and any inventions, discoveries, concepts, ideas or expressions thereof and the Client will perform all acts deemed necessary or desirable by Double G to permit and assist it, at Trust’s expense, in obtaining, maintaining, defending, and enforcing inventions, discoveries, concepts, ideas, or expressions thereof in any countries. The Client hereby irrevocably designates and appoints Double G and its duly authorized officers and agents, as Client’ agents and attorneys-in-fact to act for and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by Client.
B. License. Client has no right to reproduce, copy, copyright, trademark, register, patent, sell or hypothecate the IP Products. Double G grants Client, and they hereby accept, a royalty-free, fully paid, worldwide and nonexclusive license to the IP Products during the Term of this Agreement solely for performing the Services or the rendition of services under this Agreement and solely during the term of this Agreement.
C. Residual Knowledge. Double G will not be restricted in using any knowledge, ideas, skills, know-how, concepts or techniques related to the services provided that Double G does not infringe on any of Client’s intellectual property rights; and includes none of Client’s proprietary information.
D. Use of Mark. Neither party may use the other party’s name, trademark, trade names or other proprietary identifying symbols without the prior written approval of the other party. Notwithstanding the previous sentence, Double G may use Client’s mark as part of Double G’s marketing and advertising to indicate Client is or was a client.
6. LIMITATION OF LIABILITY.
A. General Limitation. Double G’s liability arising out of or in any way related to this Agreement under any theory of law or equity, whether for breach of contract, tort or otherwise shall be limited to direct damages up to the lessor of: (a) the total fees paid to the Double G during the quarter preceding the incident which gave rise to the liability, or (b) the individual’s actual damages.
B. Special or Indirect Damages. DOUBLE G WILL NOT BE LIABLE FOR ANY INDRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT ARISE OUT OF OR RELATE TO THE SERVICES PROVIDE OR THIS AGREEMENT, including but not limited to lost profits, lost revenues, lost sales, failure to realize expected savings, loss of data, delays, non-delivery, misdeliveries, service interruptions, tax interest or tax penalties, damage due to lost reputation or other commercial or economic losses of any kind.
C. Damage to Property. Double G is not liable for any damage to personal property or other that may occur during the delivery of any Services unless the damage is caused solely and directly by Double G’s gross negligence.
7. INDEMNIFICATION. Client will indemnify the Double G and its employees or consultants, Affiliates, and their officers, directors, agents and employees (collectively the “Indemnified Parties”) from any damage, cost or expense, including expert witness fees, attorney’s fees, and litigation fees, arising out of this Agreement or the Services (collectively the “Claim”), whether the Claim is asserted by a party or third-party relating to the Indemnified Parties’ actions or inactions, excluding those arising from the Indemnified Parties’ gross negligence, or resulting in death or bodily injury. The termination of this Agreement does not release Client from any obligations under this Section 7 of the Terms.
8. MEDIATION AND ARBITRATION OF DISPUTES OVER $25,000.
Any controversy or dispute arising out of or related to this Agreement more than $25,000 or that seeks non-monetary relief, is subject to mediation as a condition precedent to any further action. If mediation does not resolve the issue, the parties agreed to binding arbitration of the remaining issues.
Mediation or Arbitration proceedings may be initiated by any Party upon notice to the other Party and to the McCammon Group, or any successor thereto (“Association”), or any other comparable group upon which the Parties agree. Arbitration proceedings will be conducted by an arbitrator under the Commercial Arbitration Rules of the American Arbitration Association or other rules adopted by the Association. The Notice Of Arbitration must specify all alleged disputes or claims. The Arbitration will be conducted in the State of Maryland, Prince George’s County. The arbitrator will be selected from a list of arbitrators proposed by the Association or such other procedures as adopted by the Association or other arbitrator acceptable to the Parties and must be an attorney licensed to practice law. If the Parties fail to agree upon the selection of arbitrator within fifteen (15) days after delivery to each Party of the list as proposed by the Association, then at the request of any Party, the arbitrator will be selected at the discretion of the Association. The Parties will each initially bear their costs and expenses of the arbitration proceedings. Judgment on the award of the arbitrators may be entered in any court of competent jurisdiction, under Maryland law.
If a breach occurs or threatened breach by either party of the provisions of this Agreement, the parties consent and agree that the non-breaching party is entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against the breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. These remedies are in addition to, not in lieu of, legal remedies, monetary damages, or other forms of relief. Nothing in this Agreement or this Section 8, will be deemed to prohibit a party from suing in a Prince George’s County, Maryland Court to obtain injunctive relief, record the arbitration award as a judgment, and to pursue collection actions. The termination of this Agreement does not release either party from any obligations under this Section 8 of the Terms.
9. ASSIGNMENT. Double G may assign or transfer any of its rights or obligations or delegate the performance of its duties under this Agreement in its sole and absolute discretion. Client may not assign or transfer any of its rights or obligations under this Agreement without the express, prior written consent of Double G provided however, Client may transfer this Agreement to an affiliate of that party upon advance written Notice to Double G.
10. GENERAL PROVISIONS.
A. Entire Agreement. This Agreement, comprising the Agreement, Exhibits, Appendix and these Terms and Conditions, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating to such subject matter.
B. Contract Formation. This Agreement becomes binding on both parties when executed by the Client and accepted by Double G, either by execution of this Agreement or the provision of Services. If Double G commences Services based on the Client’s instructions before Client’s execution of the Agreement, the Client will be responsible for the Services at the rates and terms in the Agreement and Terms.
C. Amendments. This Agreement may not be amended or terminated except by a writing executed by the parties.
D. Provisions Subject to Applicable Law. All provisions of this Agreement will apply only to the extent they violate no applicable law and are limited to the extent necessary so they will not render this Agreement invalid, illegal or unenforceable under any applicable law.
E. Severability. If any provision of this Agreement or any application thereof will be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of other provisions of this Agreement or of any other application of such provision will in no way be affected.
F. Waiver of Rights. No delay or failure by either party to exercise any right and no partial exercise of any such right will constitute a waiver of that or any other right unless otherwise expressly provided herein. Termination of this Agreement by either party is without prejudice to pursuit of any rights or remedies under this Agreement.
G. Counterparts. This Agreement may be executed in separate counterparts, each of which will be deemed an original but both of which taken together will constitute but one and the same instrument.
H. Governing Laws and Forum. This Agreement will be governed by, construed, and enforced under the laws of the Commonwealth of Virginia regardless of the site of services. The parties further agree that any action brought to enforce any right or obligation under this Agreement will be subject to the exclusive jurisdiction of the courts of Fairfax County, Virginia.
I. Force Majeure. No party will be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to pay to the other party), when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (a) acts of God and natural disasters; (b) flood, fire, or explosion; (c) war, invasion, riot, or other civil unrest; (d) actions, embargoes, or blockades in effect on or after the date of this Agreement; (e) national or regional emergency; (f) strikes, labor stoppages, or slowdowns or other industrial disturbances; (g) compliance with any law or governmental order, rule, regulation, or direction, or any action taken by a governmental or public authority, including but not limited to imposing an embargo, export or import restriction, quota, or other restriction or prohibition, or failing to grant a necessary license or consent; (h) shortage of adequate power or telecommunications or transportation facilities; (i) inability to secure labor; or (j) any other event beyond the reasonable control of such party (each of the foregoing, a “Force Majeure Event”). If Double G cannot provide Services due to a Force Majeure Event and it reasonably believes the Force Majeure Event will continue for at least 30 days, then Double G may cancel the Agreement without penalty to either party.
J. No Third-Party Beneficiaries. This Agreement is solely to benefit the parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other third party any legal or equitable right, benefit, or remedy of any nature, under or from this Agreement.
K. Cumulative Rights. The Parties’ rights under this Agreement are cumulative and will not be construed to limit other remedies unless those remedies are precluded as a matter of law.
L. Legal Fees and Costs. In addition to any remedies afforded by any other provision, the prevailing party in any dispute or litigation arising out of or related to this Agreement may recover its attorney’s fees and costs from the non-prevailing party, besides any other relief and/or damages. Any judgment or award will to the extent allowed by law contain a provision for the recovery of any subsequently incurred costs, expenses and actual attorney’s fees arising out of the collection of the judgment or award. The termination of this Agreement does not release Client from any obligations under this Section 11(L) of the Terms.
M. Joint Drafting. The Parties acknowledge that the terms of this Agreement arose from negotiations and discussions between the Parties, each of whom were or had the option to be represented by legal counsel. Accordingly, no claimed ambiguity in this Agreement shall be construed against either Party claimed to have drafted or proposed the language in question, and any court reviewing this Agreement shall treat its language as if it had been chosen by both Parties.
N. Captions and Headings. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision is to be construed by reference to the caption or heading of any section or paragraph.
O. Execution in Counterpart. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.