This Agreement is made between the party submitting this form ("Client") at the address submitted through the form, and AGH Strategies, LLC ("Consultant") with a principal place of business at 5509 Colorado Ave. NW Washington, DC 20011 and a primary mailing address of P.O. Box 56181 Washington, DC 20040 1. Services to Be Performed Consultant agrees to perform CiviCRM consulting services on Client's behalf. 2. Payment Each time the Civi911 form is submitted with an issue description, Client shall be charged $225 (the "Call Fee") and shall be entitled to up to 75 minutes of consulting services on that issue. Each submission of this form and payment of a Call Fee constitutes a separate issue; unused time on one issue does not apply to another issue. Consultant shall be compensated at the rate of $150 per hour for time beyond the 75 minutes of services paid through the Call Fee. If Client pays in advance for 15 hours or more, Consultant offers a 5% discount. If Client pays in advance for 40 hours or more, Consultant offers a 10% discount. 3. Invoices Consultant shall submit invoices for all services rendered. Client shall pay the amounts due within 30 days of the date of each invoice. 4. Late Fees If Client is late paying Contractor, Contractor’s damages will be difficult to measure. As a reasonable estimate of the damages Contractor will sustain, and as liquidated damages and not as a penalty, Client agrees to pay Contractor an additional 3% per month interest charge on the amount owed. If Contractor waives or otherwise does not bill interest charges on a late payment, that does not constitute a waiver of interest charges on any unpaid or future invoices. 5. Expenses Consultant shall be responsible for all expenses incurred while performing services under this Agreement. However, if Client requests that Consultant travel outside the District of Columbia, Client shall reimburse Consultant for all reasonable travel and living expenses necessarily incurred by Consultant while away from Consultant's regular place of business to perform services under this Agreement. In addition to travel and living expenses, Consultant shall be compensated at half the normal hourly rate for travel time between Consultant's principal place of business and any location outside the District of Columbia. Consultant shall submit an itemized statement of such expenses. Client shall pay Consultant within 30 days from the date of each statement. 6. Materials Consultant will furnish all materials, equipment, and supplies used to provide the services required by this Agreement. 7. Term of Agreement This agreement will become effective when signed by both parties and will terminate on the date a party terminates the Agreement as provided below. 8. Terminating the Agreement Either party may terminate this Agreement at any time by giving one day's written notice of termination. Consultant shall be entitled to full payment for services performed prior to the date of termination. If Client terminates this Agreement and no consulting services have been performed by the time Consultant receives notice of termination, Client is entitled to a refund of the Call Fee. Otherwise, the Call Fee is non-refundable. 9. Independent Contractor Status Consultant is an independent contractor, and neither Consultant nor Consultant's staff is, or shall be deemed, Client's employees. In its capacity as an independent contractor, Consultant agrees and represents, and Client agrees, as follows: - Consultant has the right to perform services for others during the term of this Agreement. - Consultant has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed. - Consultant has the right to perform the services required by this Agreement at any place or location and at such times as Consultant may determine. - Consultant will furnish all equipment and materials used to provide the services required by this Agreement, except to the extent that Consultant's work must be performed on or with Client's computer or existing software. - Consultant or Consultant's employees or subcontractors shall perform the services required by this Agreement, and Client shall not be required to hire, supervise, or pay any assistants to help Consultant. - Consultant is responsible for paying all ordinary and necessary expenses of its staff. - Neither Consultant nor Consultant's staff shall receive any training from Client in the professional skills necessary to perform the services required by this Agreement. - Neither Consultant nor Consultant's staff shall be required to devote full time to the performance of the services required by this Agreement. - Client shall not provide insurance coverage of any kind for Consultant or Consultant's staff. - Client shall not withhold from Consultant's compensation any amount that would normally be withheld from an employee's pay. 10. Intellectual Property Ownership Consultant and Client understand that Work Product consists largely of derivative works of intellectual property released under the GNU General Public License and the GNU Affero General Public License, which in many cases require that the source code be distributed to others. Consultant shall retain all copyright, patent, trade secret, and other intellectual property rights Consultant may have in anything created or developed by Consultant for Client under this Agreement ("Work Product"). Client has rights to use and redistribute source code released under the GNU General Public License and the GNU Affero General Public License. 11. Confidentiality During the term of this Agreement and for ten years afterward, Consultant will use reasonable care to prevent the unauthorized use or dissemination of Client's confidential information. Reasonable care means at least the same degree of care Consultant uses to protect its own confidential information from unauthorized disclosure. Confidential information is limited to information clearly marked as confidential, or disclosed orally and summarized and identified as confidential in a writing delivered to Consultant within 15 days of disclosure. Confidential information does not include information that: - Consultant knew before Client disclosed it - is or becomes public knowledge through no fault of Consultant - Consultant obtains from sources other than Client who owe no duty of confidentiality to Client, or - Consultant independently develops. 12. Warranties Consultant warrants that all services performed under this Agreement shall be performed consistent with generally prevailing professional or industry standards. Client must report any deficiencies in Consultant's services to Consultant in writing within 30 days of performance to receive warranty remedies. When the Consultant installs software developed by others, the warranty covers only the installation services provided, not the software itself. Client's exclusive remedy for any breach of the above warranty shall be the reperformance of Consultant's services. If Consultant is unable to reperform the services, Client shall be entitled to recover the fees paid to Consultant for the deficient services. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS, OR STATEMENTS MADE PRIOR TO THIS AGREEMENT. 13. Limited Liability In no event shall Consultant be liable to Client for lost profits of Client or for special, incidental, or consequential damages (even if Consultant has been advised of the possibility of such damages). Consultant's total liability under this Agreement for damages, costs, and expenses, regardless of cause, shall not exceed the total amount of fees paid to Consultant by Client under this Agreement. Client shall indemnify Consultant against all claims, liabilities, and costs, including reasonable attorney fees, of defending any third-party claim or suit, other than for infringement of intellectual property rights, arising out of or in connection with Client's performance under this Agreement. Consultant shall promptly notify Client in writing of such claim or suit, and Client shall have the right to fully control the defense and any settlement of the claim or suit. 14. Taxes The charges included here do not include taxes. If Consultant is required to pay any federal, state, or local sales, use, property, or value added taxes based on the services provided under this Agreement, the taxes shall be billed separately to Client. Client shall be responsible for paying any interest or penalties incurred due to late payment or nonpayment of such taxes by Client. If Client is exempt from District of Columbia sales and use tax, a copy of the Certificate of Exemption must be provided to Consultant. Otherwise, Consultant may be required by law to collect District of Columbia sales tax. 15. Contract Changes Client and Consultant recognize that: - Consultant's original cost and time estimates may be too low due to unforeseen events, or to factors unknown to Consultant when this Agreement was made - Client may desire a midproject change in Consultant's services that would add time and cost to the project and possibly inconvenience Consultant, or - other provisions of this Agreement may be difficult to carry out due to unforeseen circumstances. If any intended changes or any other events beyond the parties' control require adjustments to this Agreement, the parties shall make a good faith effort to agree on all necessary particulars. Such agreements shall be put in writing, signed by the parties, and added to this Agreement. 16. Resolving Disputes If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in the District of Columbia. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If the dispute is not resolved within 30 days after it is referred to the mediator, any party may take the matter to court. If any court action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs, and expenses in addition to any other relief to which the party may be entitled. 17. Exclusive Agreement This is the entire Agreement between Consultant and Client. 18. Applicable Law This Agreement will be governed by the laws of the District of Columbia. 19. Notices All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: - when delivered personally to the recipient's address as stated on this Agreement - three days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated on this Agreement, or - when sent by fax or electronic mail, such notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt. 20. No Partnership This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other's behalf. 21. Assignment and Delegation Either Consultant or Client may assign its rights or may delegate its duties under this Agreement.