Standard Terms and Conditions:
The standard Apex Solution Partners terms and conditions for engagements are attached. This
document and the attached terms shall constitute the entire agreement between Client and Apex
Apex in this document refers to Apex Solution Partners LLC, a California corporation. Client in this
document refers to any client under contract with Apex Solution Partners.
In the performance of this project, Apex Solution Partners (including its employees and subcontractors)
may be exposed to Client confidential information and materials. Apex agrees that such information
shall be kept confidential and that Apex’s personnel (staff & subcontractors) shall not use such
information for their benefit.
Apex shall function as an independent contractor to Client. Apex shall have no authority to act as
Client’s agent and shall not undertake to commit Client to any course of action in relation to third
persons. Apex’s employees and subcontractors are not entitled to participate in the retirement plans;
insurance plans or any other plans established for Client employees, and Client will not withhold any
amounts from compensation paid hereunder as federal or state income tax withholding or as
contributions under the Federal Insurance Contributions Act or state law. Apex will therefore be solely
responsible for the estimation and payment of any federal income tax, state income tax, or federal
insurance contributions on self-employment income attributable to our compensation there under.
Apex is responsible to maintain all applicable insurance, including worker’s compensation and general
No Solicitation for Employment
During the term of this agreement and for a period of one year thereafter, Client shall not solicit the
employment, have as an employee, engage as a consultant, or engage in any other capacity the services
of any person who is then or was within the then immediately twelve months an employee of Apex,
without the prior written consent of Apex. During the agreed upon prohibited time period, Client agrees
to pay Apex a recruiting fee of $50,000 for each Apex employee that Client may hire as an employee or
as an independent contractor without the prior written consent of the CEO of Apex.
Warranty and Limitation of Liability
Apex warrants that the services will be performed by qualified personnel in a professional manner,
conforming to generally accepted industry standards and practices. Client may discharge our consultant
in its sole discretion without prior notice and request a new consultant to be assigned. Except as
expressly stated in the above paragraph, no express or implied warranty is made with respect to the
services or goods to be supplied by Apex hereunder, including without limitation any implied warranty
of merchantability or fitness for a particular purpose. Neither Apex nor its affiliates warrants the results
of any services. The total liability, if any, of Apex or its affiliates, including but not limited to liability
arising out of contract, tort, breach of warranty, or otherwise shall not in any event exceed the fees paid
by Client in the prior twelve month period. Neither party shall be liable for loss of profits, loss or
inaccuracy of data, or indirect, special, incidental or consequential damages, even if such party has been
advised of the possibility of such damages. This section shall survive termination of this agreement.
Each party (the “Indemnifying Party” for purposes of this Section) will indemnify, defend and hold
harmless the other party (the “Indemnified Party”), its directors, officers, employees, and affiliates
(collectively, the “Indemnified Entities”) from and against any and all claims, actions, demands, suits,
liabilities or obligations brought against any of the Indemnified Entities alleging: (i) infringement or
misappropriation of any intellectual property rights by the Indemnifying Party except to the extent
caused by the Indemnified Party; or (ii) any personal injury suffered by any representative, employee or
agent of the Indemnified Party arising out of such individual’s activities related to the Services except to
the extent caused by the Indemnified Party’s negligence or willful misconduct.
If Apex develops custom software and/or reports as part of this engagement on a non project basis,
Apex hereby grants Client a personal non-exclusive, non-transferable license to use, and to, without
charge, reproduce the software and/or reports provided Client does not receive payment, commercial
benefit, or other consideration for the reproduction or use. Apex retains title to and all copyright and
other intellectual property rights in the software. Client is not granted any right, title, or interest in the
software, except the right to use it in accordance with this license. Apex reserves all rights not expressly
granted to Client. If Apex develops custom software on an exclusive project basis, Apex hereby grants
Client a personal exclusive, transferable license to use, and to, without charge, reproduce the software
and/or reports. Client shall retain title to and all copyright and other intellectual property rights in the
software. Apex is not granted any right, title, or interest in the software, except the right to use it in
accordance with this license. Client reserves all rights not expressly granted to Apex Group.
Fees and Billing:
Apex will invoice all Clients for monthly fees at the beginning of each month. Additionally, Apex will add
any fees for additional work (approved work which is outside the scope of normal support services)
performed during the previous month.
The payment terms are net 15 days from the invoice date. Approved expenses incurred specifically for
the Client’s benefits will be charged at cost.
This agreement may be terminated by either party without cause with 90 days written notice. Client will
be mandated to pay for services until said period ends.