Sample Terms + Conditions

DESCRIPTION OF SERVICES

Ariana Berry (Ariana) will provide to Client the services described as contracted.

Ariana will gather information from various sources, comprehend the technology, and put it in simple and easy-to-understand language. This can be used by the Customer for the end user.

Ariana will help the Customer create items as necessary and requested by the Customer:.

PAYMENT

Payment shall be made to Ariana upon completion of the services described in the Contract.

If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 10 percent per year, or the maximum percentage allowed under applicable laws, whichever is less. Client shall pay all costs of collection, including without limitation, reasonable attorney fees.

In addition to any other right or remedy provided by law, if Client fails to pay for the Services when due, Ariana has the option to treat such failure to pay as a material breach of the Contract, and may cancel the Contract and/or seek legal remedies.

TERM

The Contract will terminate automatically upon completion by Ariana of the Services required by the Contract.

ACCESS

To complete the project successfully, the following will be required:

a.         Providing Necessary Resources: The Customer will provide Ariana with all necessary resources so that Ariana can complete the project in a timely fashion.

b.         Access to the Customer 's Staff: The Customer will provide Ariana with reasonable access to the Customer 's staff and resources as needed in order to perform the services needed to complete the project on time.

WORK PRODUCT OWNERSHIP

Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by Ariana in connection with the Services will be the exclusive property of Client. Upon request, Ariana will execute all documents necessary to confirm or perfect the exclusive ownership of Client to the Work Product.

CONFIDENTIALITY

Ariana will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Ariana, or divulge, disclose, or communicate in any manner, any information that is proprietary to Client. Ariana will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of the Contract.

Upon termination of the Contract, Ariana will return to Client all records, notes, documentation and other items that were used, created, or controlled by Ariana during the term of the Contract.

DEFAULT

The occurrence of any of the following shall constitute a material default under the Contract:

a.  The failure to make a required payment when due.

b.  The insolvency or bankruptcy of either party.

c.  The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

d.  The failure to make available or deliver the Services in the time and manner provided for in the Contract.

REMEDIES

In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of the Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have thirty days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of the Contract.

WARRANTY

Ariana shall provide its services and meet its obligations under the Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Ariana's community and region, and will provide a standard of care equal to, or superior to, care used by technical writers similar to Ariana on similar projects.

FORCE MAJEURE

If performance of the Contract or any obligation under the Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

ARBITRATION

Any controversies or disputes arising out of or relating to the Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of the Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served.  The arbitrator(s) shall not have the authority to modify any provision of the Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The contract to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under the Contract.

ENTIRE CONTRACT

The Contract contains the entire contract of the parties, and there are no other promises or conditions in any other contract whether oral or written concerning the subject matter of the Contract. The Contract supersedes any prior written or oral contracts between the parties.

SEVERABILITY

If any provision of the Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of the Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

AMENDMENT

The Contract may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.

governing law

The Contract shall be construed in accordance with the laws of the State of Oregon.

notice

Any notice or communication required or permitted under the Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

waiver of contractural right

The failure of either party to enforce any provision of the Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of the Contract.