Consultancy agreement
THIS CONSULTANCY AGREEMENT (the "AGREEMENT") GOVERNS YOUR PURCHASE OF SERVICES TO ULIT SAS FOR YOUR [Name of the Consultancy / name of project implementation].
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A STATEMENT OF WORK THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT HEREUNDER OR PURCHASE OR USE THE RESULTS OF ANY CONSULTING SERVICES.
As used herein, the terms "We," "Us," or "Our" mean the applicable ULIT SAS entity described in Section 11 Hereunder (Who You Are Contracting With, Notices, Governing Law and Arbitration). As used herein the terms "You" or "Your" mean the applicable [Name of your company] entity or other legal entity for which You are accepting this Agreement, and Affiliates of that company or entity.
This agreement was last updated on September 20, 2015. It is effective between You and Us as of the date You accept this agreement.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Definitions
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Platform" means the online, Web-based platform service provided by SFDC to You, any of the SFDC application or any Reseller Application.
“SFDC” means salesforce.com, or any other Services Resseller or Integrater linked to the Platform.
"We", "Us", or "Our" means the applicable ULIT SAS entity described in Section 11 (Who You Are Contracting With, Notices, Governing Law and Arbitration).
"You" or "Your" means the applicable [Name and legal terms of your company] , and represented by [name and title of the person who is signing the contract], or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
"Your Data" means all electronic data or information submitted by You in the scope of the Agreement.
2. Services
2.1 Provision. We will provide the Consultancy services for Your [Name of the Consultancy / name of project] project implementation described herein or in any Statement of Work (the “SoW”) referred to the Agreement, pursuant to the terms of this Agreement on a time and materials basis, at the rates or for the amounts set forth and in accordance with the payment terms set forth therein (or such other basis as stated in the applicable SoW).
2.2 Perimeter. By project implementation, You and Us understand the project preparation, the study, the deliverables, the standard ULIT’s negOptim Services integration in Your context, the specifics customization, interfaces and developments, all detailed hereto in the Addendum. By time, You and Us understand the necessary time for performing the Consultancy Services (the “Planning”). By materials, You and Us understand any tangible or intangible materials that We may provide in the course of performing the Consultancy Services (the “ULIT Materials”), including the ULIT standard Services sources code, processes, developments, formulas, documentations. Each SoW shall contain information about the scope of the engagement, the Consultancy Services, any ULIT Materials, the requested Planning, pricing, and such other information as may be necessary and desirable to understand the particular requirements and assumptions of the specific project at issue.
3. Relationship with other contracts
You acknowledge by integrate the standard ULIT’s negOptim Services enters into the NEGO+ Master subscription agreement (the “MSA”) for the provision of certain subscription services and related support services. Capitalized terms used in this agreement shall have the meaning defined under the MSA unless otherwise defined herein. The terms and conditions of the MSA are hereby incorporated by reference, as modified by this Addendum or any SoW signed by both parties hereunder. For the avoidance of doubt, the parties expressly agree that the terms of the MSA titled “Overdue Charges,” “Payment Disputes,” “Taxes,” “Proprietary rights,” “Confidentiality,” “Who You Are Contracting With, Notices, Governing Law and Arbitration,” and “General Provisions” shall apply to this agreement, and all SoW, ULIT Materials provided hereunder. In the event of conflict between this agreement and the MSA, the terms and conditions of this agreement shall prevail with respect to the subject matter herein.
Except as otherwise provided in the applicable SoW, upon Your payment of the fees and expenses due pursuant to the applicable SoW, the license terms and restrictions applicable to “Services” as set forth in the MSA shall apply to the ULIT Materials solely as used in conjunction with the Services and solely for the Term of the applicable User subscriptions pursuant to the MSA. Neither the Agreement nor any SoW hereunder grants You any license or rights in or to the Services.
4. Fees and Payment
4.1 Services Fees. You shall pay all fees specified in the Addendum hereunder or in any related SoW. Except as otherwise specified herein or in an SoW, (i) fees are fixed and based on the predefined services to provide, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) the amount cannot be decreased during the execution period of the service.
4.2 Invoicing and Payment. Fees will be invoiced in advance, according to the payment schedule, and otherwise in accordance with the relevant SoW. Unless otherwise stated in the SoW, fees are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
4.3 Overdue Charges. If any amounts invoiced hereunder are not received by Us by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.
4.4 Suspension of Service. If any charge owing by You is 30 days or more overdue, We may, without limiting Our other rights and remedies, suspend Services until such amounts are paid in full, provided We have given You 10 or more days’ prior notice that Your account is overdue in accordance with the “Notices” section below.
4.5 Payment Disputes. We shall not exercise Our rights under the “Overdue Charges” or “Suspension of Service” sections above if You are disputing the applicable charges reasonably and in good faith and cooperating diligently to resolve the dispute.
4.6 Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
5. Confidentiality
5.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services and the ULIT Materials; and Confidential Information of each party shall include the terms and conditions of this Agreement and all SoW, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
5.2 Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any SoW to any third party other than its Affiliates and accountants and SFDC without the other party’s prior written consent.
5.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
6. Proprietary rights
You acknowledge that We retain all right, title and interest, including all intellectual property rights, in and to the ULIT Materials and any and all results of the Consulting Services. Except for those rights expressly granted hereunder, in the MSA or in its referred SoW, no other rights are granted, whether express or implied. The provided ULIT Materials shall be deemed to be Our Confidential Information, however considering that to the extent the ULIT Materials incorporate Your Confidential Information, You shall retain all title, right and interest therein. You acknowledge and agree that We retain the right to use, without right of accounting, Our generalized knowledge, experience, and know-how (including processes, ideas, concepts and techniques) related to the Consulting Services and any ULIT Materials delivered hereunder acquired in the course of performing the Consulting Services and incidentally retained in intangible form, except for those expressly mentioned hereunder, in the MSA or in its referred SoW. We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services or Consulting Services any suggestions, enhancement requests, recommendations or other feedback provided by You relating to the Consulting Services or the ULIT Materials.
Particularly, We mean by exception, any Study, Customized Development, Specific Parametrization, Interface (herein after jointly referred to as “Specifics”) result of the Consulting Services, listed as Specifics, and to the exception of those that form the standard version of the Service. For those Specifics, Your right grants You the full copyright of the Specifics. In the context of such grant of copyright related to the Specifics, We shall in particular cede to You the rights of (i) copying and use by any method, on any paper, electronic, optical or video media, including disks, listings, video recordings, for any kind of operation, including operation on the network, (ii) sharing in any manner on any network, (iii) adaptation, modification, correction, integration, transcription or translation. The cession of rights is valid worldwide for the entire legal term of copyright protection. The rights are ceded exclusively and irrevocably to Your benefit, for the entire ensemble of the Specifics, excluding the Customized Developments and Specific Parametrization that We realize for You, for which the grant of rights shall be non-exclusive. Furthermore, for elements which may be reused by third parties, the Parties may agree to adopt another mode of ownership under the terms agreed between them.
7. Warranties and Disclaimers
7.1 Our Warranties. We warrant for thirty (30) days from the performance of any Consulting Services (“Warranty Period”) that the Consulting Services are performed (i) in a professional and workmanlike manner and (ii) substantially in accordance with the relevant SoW applicable to such Consultancy Services. We agree to re-perform any Consulting Services step that materially fail to meet this warranty during the Warranty Period, and if We are unable to re-perform such Consultancy Services step as warranted, You shall be entitled to recover the fees paid to Us for such defective Consultancy Services step. The foregoing are Your sole and exclusive remedies for breach of the warranties set forth herein. The warranties set forth herein are made to and for the benefit of You only. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES STATED IN THIS SECTION 5 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR SATISFACTORY QUALITY, WHICH WE SPECIFICALLY DISCLAIM TOGETHER WITH ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE IN TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
7.2 Your Warranties. During the full Consultancy Services, or any relevant SoW applicable, preparation, execution and warranties periods, Your are engaged to (i) execute Your Consultancy Services related tasks in a professional and workmanlike manner, and particularly, (ii) give available Your employees for Consultancy Services follow-up or information meetings, workshops, decision committees, (iii) respect decision timing and escalation application, (iv) make available any documentation, rules, process or any other information necessary to the good execution of the Consultancy Services. In case of You are unable to perform Your warranties, You shall be committed that none of the related Consultancy Services step will be stopped and Our warranties will not be engaged, and We shall be entitled to receive the non paid fees for the entire rest of the Consultancy Services. The foregoing are Our sole and exclusive remedies for breach of the warranties set forth herein. The warranties set forth herein are made to and for the benefit of Us only.
7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8. Mutual indemnification
8.1 Indemnification by Us. We shall defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of the Purchased Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against You”), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You, (b) gives Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability), and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Purchased Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Purchased Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Purchased Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.
8.2 Indemnification by You. You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against Us”), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, and for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability), and (c) provide to You all reasonable assistance, at Your expense.
8.3 Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.
9. Limitation of liability
9.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT PAID, NOT INCLUDED EXEPENSES, BY YOU HEREUNDER IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY. THE FOREGOING LIMIT SHALL NOT APPLY TO YOUR PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT FOR PURCHASED SERVICES” SECTION ABOVE.
9.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
10. Terms and termination
10.1 Term of Agreement. This Agreement commences on the Effective Date and continues until all Consultancy Services granted in accordance with this Agreement have expired or been terminated.
10.2 Termination for Cause. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
10.3 Termination for Convenience. You may terminate this Agreement for convenience upon 30 days written notice to Us of a material breach if such breach remains uncured at the expiration of such period
10.4 Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the Consultancy Services step. Upon any termination for cause by Us or for convenience by You, You shall pay any unpaid fees covering the remainder of the entire Consultancy Services. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
10.5 Return of Your Data. Upon request by You made within 30 days after the effective date of termination of the Consultancy Services, We will make available to You for download a file of Your Data. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.
10.6 Surviving Provisions. The sections titled “Fees and Payment for Consultancy Services,” “Proprietary Rights,” “Confidentiality,” “Warranties and Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Return of Your Data,” “Surviving Provisions,” (“Who You Are Contracting With, Notices, Governing Law and Arbitration,”) and “General Provisions” shall survive any termination or expiration of this Agreement.
11. Who you are contracting with, notices, governing law and arbitration
11.1 General. Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any dispute arising out of or in connection with this Agreement, and where and how such disputes will be resolved, depend on where You are domiciled.
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You are contracting with: |
Notices should be addressed to: |
The governing law is: |
Dispute will be resolved by: |
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ULIT, SAS 35, rue de Bellevue 78560 Le Port-Marly France. Versaille, trade license (Kbis) n°812801660 |
Financial Controller and Key Account Manager
Email: |
French federal law |
Binding arbitration in Court of Paris, France, as set forth in Section 11.4 |
11.2 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to You shall be addressed to the system administrator designated by You for Your relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by You. Notices to Us shall be addressed as set forth in Section 12.1 above.
11.3 Agreement to Governing Law. Each party agrees to the applicable governing law set forth in Section 11.1 above without regard to choice or conflicts of law rules, the United Nations Convention on the International Sale of Goods, or the Uniform Computer Information Transactions Act.
11.4 Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by confidential and binding arbitration conducted by an arbitrator selected and proceeding under the Paris Court of International Arbitration Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Paris, France. The language to be used in the arbitral proceedings shall be English. The arbitrator shall, at either party’s request, give a written opinion stating the factual basis and legal reasoning for their decision. The arbitrator shall have the authority to determine issues of arbitrability. The award of the arbitrator may be entered as a judgment and enforced by any court of competent jurisdiction. The parties agree to keep all disputes arising under this Agreement confidential, except as necessary in connection with a judicial challenge to or enforcement of an award or unless otherwise required by law or judicial decision. The arbitrators may issue orders to treat any information regarding such proceedings, including the award, as Confidential Information under this Agreement. This Section shall not preclude either party from seeking equitable relief to protect its interests, including but not limited to injunctive relief, from a court of appropriate jurisdiction. The prevailing party in any action arising from or relating to this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs including, without limitation, arbitration fees and fees of experts.
12. General provisions
12.1 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the other party’s employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If a party learns of any violation of the above restriction, it will use reasonable efforts to promptly notify the other party’s Legal Department.
12.2 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
12.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. No person who is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
12.4 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
12.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12.6 Export Compliance. The Services, other Our technology, and derivatives thereof may be subject to export laws and regulations following the governing jurisdictions. Each party represents that it is not named on any government denied-party for this governing jurisdictions.
12.7 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.8 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or in any other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
12.9 Counterparts. This Agreement may be executed by facsimile and in counterparts, which taken together shall form one legal instrument.
Addendum #1 Perimeters and milestones of the Consultancy Services
[Here describe the perimeters and milestones of the Services]
Addendum #2 Fees and Planning for payment
[Here describe detailed fees and payment schedule]
Addendum #3 Deliverables
[Here describe deliverables of the services]