Agreement Elements

Definitions

The following are interchangeable:

  • “Party” and “Parties” – “Consultant”, “Consultants” and “Company”
  • “Our Report for You”, “Report” and “Product”

Consultants

Victor Bloomberg and Steve O’Kane, dba “Excellence, Innovation – Executive Consultants”, P.O. Box 3483, San Diego, CA 92163, (858) 252-4740, victor@ei-business.com, https://ei-business.com/  and Consultant Subcontractors as specified in the Statement of Work (SOW) attached to this Agreement.

Company
Authorized Representative: First & Last Name
Business Name
Mailing Address
Telephone
Email Address
Website

Product | Report | “Our Report for You” 

We document results of each workshop and special project, and this provides a clear plan for accountability. It includes criteria to deploy a future workshop and project.

The report is the product of the Consultant’s process of conversation, observation, research, survey, presentation, etc. Each report becomes a reference and asset for the private use of the Company. The series of reports document the progress made by the Company, as well as the recommended next step(s).

Methods

Workshops and projects drive a change in business activity, we outline an accountability system that is central to execution that sustains success. The collaborative analysis untangles complexity of risks and the clarity of precise actions for the company’s leaders (at all levels of the organization).

Investments

Workshop Assessment Topic Half-Day or Full-Day
Team Performance $10,000 – $25,000
Customer Satisfaction $10,000 – $25,000
Business Processes $25,000 – $50,000
Special Project 30-Days or 90-Days
Business Processes $50,000 or $150,000

Statement of Work (SOW)

The SOW is attached to this Agreement. It details the specifications, reports, timeline, Consultant assigned personnel, Company and Consultant roles and responsibilities, timeline for each milestone and net due date(s). The follow start date(s) anchor the SOW.

First Workshop Start Date
Topic: Teams, Customers, or Business Processes
Half-Day or Full-Day
First Special Project Start Date
Business Processes
30-Days or 90-Days

I.  Recitals

  • The Company desires consultancy for assessment of disruption to quality and productivity, and for design of the change management strategy and execution; and a report that documents the results of consultation.
  • The Consultants offer expertise in the areas of Team Performance, Customer Satisfaction, and Business Processes; and document the results of the collaboration with the Company by means of Reports.
  • The Company desires to purchase Reports under the terms set forth in the Agreement; and

NOW, THEREFORE, for good and valuable consideration, including the mutual promises contained herein, the parties agree as follows:

II.  Agreement

  • Business to Business Relationship. In accordance with the mutual intentions of the Company and Consultant, this Agreement establishes between them a Business to Business relationship, and all of the terms and conditions of this Agreement shall be interpreted in light of that relationship.  There is no intention to create by this Agreement an employer/employee relationship.  Accordingly, the Company and Consultant agree as follows:

In the performance of the duties under this Agreement, Consultant will act as an Independent Contractor and not as an employee, an agent or a partner of the Company; nor in a joint venture with the Company;

The Company has agreed to purchase Reports and therefore has no minimum obligations in connection with the retention of Consultant’s services hereunder, either in the area of hours worked or revenues generated beyond the agreed upon purchase;

The Company shall provide appropriate access to information, personnel, operations and facilities to Consultant that is needed to generate each Report; and

Consultant agrees to conduct activities as needed congruent with the generation of each Report, using Consultant’s own professional judgment, means, and methods.  Consultant will conduct activities onsite and at-a-distance.

  • Scope of Work. Consultant will conduct interviews, observe processes, review documentation and literature, as well as utilize survey in service of the production of each Report. Specifications to the Scope of Work is agreed to by means of a counter-signed Attachment.
  • Non-exclusivity. The Company shall not have the exclusive right to Consultant’s services.  Consultant shall conduct activities as the Company’s site(s) at mutually agreeable times. Consultant warrants and represents that there is no conflict of interest between Consultant’s other contracts and this Agreement.  Consultant shall use best efforts to ensure that no such conflict arises during the term of this Agreement.  Consultant shall disclose to the Company any potential conflicts of interest that arise during the term of this Agreement.
  • Term. Each Report is to be completed within the time allotted as delineated in the Products section and the Payment section of the Agreement. The term of this Agreement begins on the date of final counter-signature by the Parties.
  • Notice. Any Notice required under this Agreement shall be sufficiently given either when served personally, email that has been acknowledged by the recipient as received, or after five (5) business days when it is mailed with receipt through the U.S. Postal Service.

Notice to the Company shall be effective only when addressed to:

Authorized Representative: First & Last Name
Business Name
Mailing Address

Notice to Consultant shall be effective only when addressed to:
Victor Bloomberg or Steve O’Kane
dba “Excellence, Innovation – Executive Consultants”
P.O. Box 3483, San Diego, CA 92163

  • Payment. A for-profit company shall pay by company check. A nonprofit company has the option to use a credit card via PayPal.

The first payment of one-half the total due, the fully completed Agreement, and SOW together trigger the time line to generate each Report and each respective net due date.

A full refund is available upon written request within seven (7) days of purchase, per the Consumer Protection law in the State of California.

  • Termination. This Agreement may be terminated at any time by the Company or Consultant by providing the other party proper notice as described in the Notice section of this Agreement.

In such event, Consultant shall cease work within five (5) business days of the proper notice.

Company initiated termination absolves the Consultant of any responsibility to deliver any Report that might be in progress. Consultant initiated terminated obliges Consultant to complete the Report that is in progress at the time.

No refund, full or partial, is due pursuant to Company initiated Termination. A prorated refund will be provided in the event of a Consultant initiated Termination.

  • Indemnification. The Company hereby agrees to defend, indemnify, and hold harmless the Consultant, its boards, commissions, officers, employees, subcontractors and agents, from and against any and all claims, suits, actions liability, loss, damage, expense, cost (including, without limitation, costs and attorneys’ fees) of every nature, kind or description, which may be brought against, or suffered or sustained by, the Company, its boards, commissions, officers, employees, subcontractors or agents caused by, or alleged to have been caused by, the negligence, intentional tortuous act or omission, or willful misconduct of the Consultant, its officers, employees, subcontractors or agents in the performance of any services or work pursuant to this Agreement. This section is applied in accordance with the State of California Civil Code Sections 2772-2779 and Code of Civil Procedure Sections 335-340.1, 341a, 343-345.
  • Proprietary Rights. Any information about either Party’s business that is not available from public sources is deemed confidential and shall not be disclosed or disseminated in any manner.

Consultant assigns to Company all rights to each Report.

Corporate Social Responsibility (CSR):

  • Corporate Social Responsibility (CSR) Goal: To align a company’s social and environmental activities with its business purpose and values. If in doing so CSR activities mitigate risks, enhance reputation, and contribute to business results, that is all to the good. CSR activities are typically divided among three theaters of practice:
  • Philanthropy
  • Improving Operational Effectiveness
  • Transforming the Business Model

The CSR Knowledge is disseminated to the general public. The Company may request to be publicly associated with the it, and the Consultant would be pleased to honor such a request. Otherwise, it does not identify the company. The first two CSR Knowledge books are:  “KaBoom or KaChing or … Inspired Leaders & Exceptional Teams Achieve Rewards Through Greatness” and “KaBoom or KaChing: Strategic Leadership During Disruption”. CSR Knowledge  articles and posts are contained in the Consultants’ website https://ei-business.com/ .

After the conclusion of this Agreement, the Consultant may submit a written request to use attributed references for prospective CSR Knowledge . A CSR Knowledge that contains approved references, can be released and disseminated after thirty (30) calendar days from the receipt of the Company’s written consent. The editing process associated with approved references to the Company is a free, high-value collaboration between the Consultant and the Company. The Company may decline attribution, and in this case any CSR Knowledge in an article, post, or book shall be de-identified as it pertains to the Company.

  • Governing Law. This Agreement is executed within and delivered from the State of California, and the rights and obligations of the Parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California without regard to principles of conflict of laws.
  • Severability. If any provision of this Agreement or the application thereof is held invalid by a court of competent jurisdiction in the State of California, the invalidity shall not affect other provisions of this Agreement that can be given effect without the invalid provisions and, to this end, the provisions of this Agreement are severable and fully enforceable.
  • Modification. Only the Parties can modify this Agreement and any modification shall be in a writing signed by all of the Parties.
  • Execution by Counterparts and Facsimile. This Agreement shall be signed in counterparts; and by scanned facsimile of the original signatures, all of which shall, in the aggregate, be considered one and the same instrument.
  • Warranty of Capacity to Sign. The representatives signing below on behalf of the Parties warrant that they are authorized, and have the requisite legal capacity, to sign this Agreement.
  • Waiver of Breach. No waiver of any breach of any term or provision of this Agreement shall be construed to be, or shall be, a waiver of any other breach of this Agreement.  No waiver shall be binding unless in writing and signed by the Party waiving the breach.
  • Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect thereto.  This Agreement may be modified only with a written instrument duly executed by each of the Parties.  No person has any authority to make any representation or promise on behalf of any of the Parties not set forth herein and this Agreement has not been executed in reliance upon any representations or promises except those contained herein.
_______________________________________
Signature
____________________________________________
Signature
Representative & Title Bloomberg or O’Kane, Consultant
Business Name dba Excellence, Innovation
Full Address PO Box 3483, San Diego CA 92163
Email  victor@ei-business.com
Telephone (858) 252-4740
Date Date

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