The following is that standard language used in all of our contracts. We are posting these terms and conditions here in a public-facing easily-accessible location so that all clients of TRA Consulting Inc (hereafter referred to as “TRA”) can come to a clear understanding of the business relationship between TRA (hereafter referred to as “COMPANY”) and the client of TRA (hereafter referred to as “CLIENT”)

Payments – Payments for subscription based (a.k.a. managed) services (such as monitoring, maintenance, help desk, etc.) are due prior to the first of the month for which the payment is intended to cover. Invoices will be sent approximately 30 days prior to the due date. Payments for blocks of hours are due in advance. Payment terms for T&M services and fixed price limited engagements will be negotiated on a case-by-case basis. Late payments are subject to interest equal to 1.5% per month.

Pricing – Pricing as indicated within this Agreement shall remain in effect for the length of the Agreement. Pricing quoted outside this agreement may change at any time.

Termination & Renewal – The contract shall be effective upon signing of the agreement by both Parties. The contract is a 12 month term. After each term ends, the contract is automatically renewed unless terminated by either party for any reason with a thirty (30) calendar days notification. Rates are subject to change upon automatic renewal of contract. COMPANY may amend or change Contract Terms and Conditions at any time. Notice will be given prior to change. Upon termination of this agreement, all payments due to consultant must be made immediately; if this contract is terminated early, CLIENT will be liable for remaining balance of contract, unless otherwise stated in the document signed by CLIENT Services for clients with account 30 days overdue may be terminated without notice

Typographical Errors – COMPANY cannot be held bound or held responsible for typographical errors or omissions.

Force Majeure & Malicious Acts – This agreement is designed to cover the support needs of the CLIENT during normal operating conditions. COMPANY shall not be liable for damages, delay, or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections, and/or any other cause beyond the reasonable control of either party. Furthermore, damage and/or significant problems that result from anomalies and/or abnormal circumstances such as fire, flood, electrical surges, deliberate malicious acts, theft, acts of God, wars, insurrections, and/or any other cause beyond the reasonable control of either party fall outside the terms of this agreement.

Loaned/Rented Equipment – the CLIENT agrees that any equipment utilized by COMPANY, in the execution of this or any service that is not explicitly purchased by the CLIENT shall remain the property of COMPANY, and must be returned if requested. CLIENT further agrees to cease the use of any technology that remains the property of COMPANY upon termination of this agreement.

Confidentiality – Neither party shall disclose any proprietary or confidential information obtained from the other unless so directed by a court of law or government authority. The CLIENT agrees not to disclose rate(s), term(s), or any information regarding this Agreement without the prior written consent of COMPANY.

Hiring of Employees – the Client agrees not to hire or attempt to hire any COMPANY employee, contractor, or former employee within two years of termination of employment, as full-time or part-time employee, contractor, or any other such arrangement without the written consent of COMPANY. CLIENT understands and agrees that COMPANY shall suffer such irreparable harm in such event that CLIENT shall, if such breach should occur, immediately pay to COMPANY an amount equal to the employee’s annual compensation (including salary and expected bonuses) at the time of breach or at the time of termination, whichever is greater.

Authority – CLIENT signatory represents and warrants that it has full corporate power and authority to execute this Agreement to bind their company. Only individuals with title of Chief Executive or Chief Financial Officer or any person designated by either of those two individuals shall have power and authority to bind CLIENT.

Contractor Status – The relationship of COMPANY to the CLIENT is that of an independent contractor and not that of an agent or employee of the CLIENT. It is expressly understood and agreed by the parties that the CLIENT shall not have, nor exercise, any control or direction over the manner or methods by which the COMPANY provides services other than the right to require that the performance of such services be in accordance and consistent with the terms set forth in this agreement.

General Health & Safety – COMPANY agrees to comply with all applicable health and safety protocols. The CLIENT agrees to remedy any conditions which exist that have the potential to create a hazard.

Site Access – the CLIENT will be responsible for obtaining proper and adequate permission for COMPANY to enter upon and operate within the lands and properties designated as the CLIENT‘s work area.

Equipment & Facilities – the CLIENT agrees that COMPANY may utilize certain items of the CLIENT’s equipment and may gain access to certain CLIENT facilities. The CLIENT retains title and ownership in all of the CLIENT’s equipment owned by the CLIENT and utilized by COMPANY, and must grant authority for COMPANY to access the CLIENT’s facility. Facility access may be denied for any reason at any time, however if access to facilities is denied, the CLIENT understands that COMPANY may be unable to perform their duties adequately and if such a situation should exist, COMPANY will be held harmless and the CLIENT will remain bound under the terms of this Agreement.

Security Credentials – CLIENT acknowledges that COMPANY must have access to any and all systems and resources to perform their duties under this agreement. As such, COMPANY must have access to any and all usernames, passwords, and other pertinent security credentials. If access to credentials is denied, the CLIENT understands that COMPANY may be unable to perform their duties adequately and if such a situation should exist, COMPANY will be held harmless and the CLIENT will remain bound under the terms of this Agreement.

Warranty – COMPANY warrants that the work will be performed to the best of its ability and in accordance with reasonable and customary practices prevailing at the time for its business. No other warranties exist, expressed or implied. Consultant does not warrant products sold to client for 30 days. After 30 days, client must refer to manufacturer warranty; Special orders are subjected to a 20% restocking fee.

Default & Excusable Delays – the CLIENT reserves the right to cancel this Agreement in the event of default by COMPANY. COMPANY shall not, however, be liable for damages occasioned by delays due to causes beyond the COMPANY’s control.

No Third Party Beneficiary – All of the provisions of this Agreement are solely for the benefit of the parties hereto, and none of the other provisions of this entire Agreement shall inure to the benefit of any person not a party to the Agreement and third parties shall have no rights hereunder.

Consequential Damages – Neither the CLIENT nor COMPANY shall be liable to the other for any consequential damages arising out of or related to the performance of this Agreement.

Indemnification – the Client shall at all times indemnify and save COMPANY harmless against and from all losses, liability, expenses, and other detriments of every nature and description to which the Client may be subjected by reason of any act or omission of COMPANY, its subcontractors, consultants, agents, officers, directors, and employees where such loss, liability, expense or other detriment arises out of or in connection with the performance of the work, including, but not limited to, personal injury (including death) and loss of or damage to property of the CLIENT or others.

Entire Agreement – This Agreement is the exclusive statement of the agreement of the parties with respect to its subject matter and supersedes all prior agreements, negotiations, representations, proposals, and awards, written or oral, relating to its subject matter. The CLIENT and COMPANY agree that in the event any term, covenant or condition herein contained is held to be invalid or void by any court of competent jurisdiction, the invalidity of any such term, covenant or condition shall in no way affect any other term, covenant or condition herein contained. Headings, titles and paragraph captions are inserted in the Agreement for convenience, are descriptive only and shall not be deemed to add to or detract from or otherwise modify the meaning of the paragraphs.

Jurisdiction – This Agreement shall be governed by and construed in accordance with the laws of the California.