Terms and Conditions

By submitting the form on https://proposaltherapy.com/ you accept our Terms and Conditions.

1. Compensation

1.1. As consideration for the Services rendered by Faunce Associates in connection with this Agreement, Client shall pay to Faunce Associates the fees for the services (Service Fees) selected.

2. Term of Agreement

2.1. The term of this Agreement shall begin on the Effective Date and will terminate at the conclusion of the project. The parties may extend the term of this Agreement by mutual written agreement. No termination of this Agreement shall release either party from its obligation to pay the other party any amounts that accrued prior to such termination.

2.2. Neither party to this Agreement shall be liable to the other by reason of termination of this Agreement in accordance with its terms for compensation, reimbursement or damages on account of any loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or other commitments relating to the business or goodwill of either party, notwithstanding any law to the contrary. No termination of this Agreement shall release either party from its obligation to pay the other party any amounts which accrued prior to such termination or which shall accrue after such termination.

2.3. No Other Representations or Warranties. Faunce Associates services are provided “as is” and “with all faults” without any representation or warranty or guarantee of a proposal/opportunity outcome whatsoever, and Seller specifically disclaims any warranty, guaranty or representation, oral or written, past or present, express or implied concerning the services provided.

3. Confidentiality

Faunce Associates acknowledges and agrees that any and all information, oral or written, provided to Faunce Associates by Client or any of Client’s agents or representatives in any form or medium whatsoever in the performance of this Agreement (the “Information”), is hereby designated as confidential and proprietary to Client or its affiliates and constitutes confidential trade secret information of Client or its affiliates. Faunce Associates agrees that, without the prior approval of Client, Faunce Associates shall make no disclosure, oral or written or otherwise, of the Information to third parties. The provisions of this paragraph shall not apply, and Faunce Associates shall have no liability with respect to disclosure of the Information which (i) was in the public domain at the time it was disclosed, or (ii) becomes part of the public domain without breach of this Agreement, or (iii) is disclosed with the written approval of Client, or (iv) is disclosed after 3 years from receipt of the information, or (v) was independently developed by the receiving party, or (vi) is or was disclosed by the disclosing Party to a third Party without restriction, or (vii) is disclosed pursuant to the provisions of a court order. In the event Faunce Associates is required by law or order of a court, administrative agency or other governmental body to disclose Information, it may disclose the Information as required, but only to the extent required and must promptly notify Client of the required disclosure. As between the Parties hereto, the provisions of this Article shall supersede the provisions of any inconsistent legend that may be affixed to said data by the disclosing Party, and the inconsistent provisions of any legend shall be without any force and effect. Any protected information provided by one Party to the other shall be used only in furtherance of the purposes described in this Agreement, and shall be, upon request at any time, returned to the disclosing Party. If either Party loses or makes unauthorized disclosure of the other Party’s protected information, it shall notify such other Party immediately and take all steps reasonable and necessary to retrieve the lost or improperly disclosed information. The standard of care for protecting confidential and proprietary information imposed on the Party receiving such information, will be that degree of care the receiving Party uses to prevent disclosure, publication or dissemination of its own proprietary and confidential information. Neither Party shall be liable for the inadvertent or accidental disclosure of proprietary or confidential information if such disclosure occurs despite the exercise of the same degree of care as such Party normally takes to preserve its own such data or information.

4. Limitation of Liability

4.1. To the maximum extent permitted by applicable law and regardless of whether any remedy set forth herein fails of its essential purpose, in no event will Faunce Associates be liable to Client for any special, consequential, indirect, incidental or similar damages, including any lost profits, loss of business, interruption of business, loss of use, or loss of data, or for any claim or demand against Client by a third party, even if Faunce Associates has been advised of the possibility of such damages, claims, demands or losses.

4.2. In no event shall Faunce Associates’ liability in connection with this Agreement exceed the cumulative total of Service Fees paid to Faunce Associates during the term of this Agreement. Client acknowledges and agrees that this limitation on liability is a negotiated part of this Agreement and that it is an integral part of the inducement for Faunce Associates to enter into the terms and conditions of this Agreement.

4.3. Neither party to this Agreement shall be liable to the other by reason of termination of this Agreement in accordance with its terms for compensation, reimbursement or damages on account of any loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or other commitments relating to the business or goodwill of either party, notwithstanding any law to the contrary. No termination of this Agreement shall release either party from its obligation to pay the other party any amounts which accrued prior to such termination or which shall accrue after such termination.

4.4. No Other Representations or Warranties. Client services are provided “as is” and “with all faults” without any representation or warranty or guarantee of a proposal/opportunity outcome whatsoever, and Client specifically disclaims any warranty, guaranty or representation, oral or written, past or present, express or implied concerning the services provided.

5. Indemnification

Client shall indemnify, defend and hold Faunce Associates harmless from and against any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of or relating to any claims, causes of action, lawsuits or other proceedings, regardless of legal theory that result, in whole or in part, from Client’s (or any of Client’s subcontractors, suppliers, employees, agents or representatives: (i) intentional misconduct, negligence, or fraud, (ii) breach of any representation, warranty or covenant made herein, (iii) breach of the confidentiality or disclosure provisions herein, (iv) infringement of any patent, trademark, copyright, trade secret, or any other intellectual property right, or (v) violation of any law or regulation. Notwithstanding the foregoing, Client’s obligations under this Article shall not apply to the extent that a claim is finally determined by a court of competent jurisdiction to be caused by the negligence or willful misconduct of Faunce Associates.

6. Disputes

This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia without regards to the conflicts of law principles thereof. Any and all claims, controversies or disputes arising out of or in connection with this Agreement shall be resolved in accordance with this Section. The parties consent to the exclusive jurisdiction of the state and federal courts located in Fairfax County, Virginia, for any such action, suit or proceeding. Parties waive any objection to the laying of venue for any suit, action or proceeding in such courts. The parties waive any right they might have to a trial by jury in any such suit, action or proceeding. The prevailing party in any action shall be entitled to recover its costs and reasonable attorneys’ fees.

7. Miscellaneous

7.1. Notices

All notices, orders, directives, request, invoices, reports or other written communications required or permitted to be given or sent in connection with this Agreement, shall be deemed given if mailed first class, postage paid and if addressed as follows:

If to Faunce Associates, LLC:
Joy Faunce
Faunce Associates, LLC
7307 Leesville Blvd
Springfield, VA 22151

 

7.3. Severability

If any term, provision, covenant, or condition of this Agreement is held by a court or other body of competent jurisdiction to be invalid, illegal or unenforceable for any reason, the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the invalid portion(s) eliminated.

7.4. Entire Agreement

This Agreement, including any exhibits, constitutes the entire understanding and agreement of and between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous representations and agreements with respect to the subject matter hereof. It shall not be varied by any oral agreements or representations or otherwise except by an instrument in writing of subsequent date hereto duly executed by authorized representatives of the parties.

7.5. Nonwaiver of Rights

The failure of either party to insist upon strict performance of any of the terms and conditions of this Agreement or to exercise any rights or remedies shall not be construed as a waiver of its right to assert any of the same or to rely on any such terms and conditions at any time thereafter.

7.6. Force Majeure

Neither party shall be deemed in default if its performance of obligations hereunder is delayed or becomes impossible or impractical by reason of any act of God, war, fire, earthquake, strike, epidemic, illness, or any other cause beyond such party’s reasonable control.

8. Client Supplied Intellectual Property

Client shall retain all rights, titles, and interest in and to any and all intellectual property supplied under this Agreement (inclusive of templates, independently developed methodologies, etc.). Except as expressly authorized by Client, Client shall not retain any rights to use, sell, distribute, reproduce, modify, create derivative works of, make or have made any of the Intellectual Property. For the avoidance of doubt, nothing in this Agreement shall prevent Client from making use of general skill or knowledge gained during provision of the services and related to their respective business activities which are retained in the unraided memories of their employees who have rightful access thereto. However, nothing in this Article gives Client (i) a right to license under any patent, copyright, industrial patent or design right, or mask work of the other Party, (ii) a right to disclose, publish, or disseminate (except as set forth elsewhere in this Agreement: the source of the ideas, concepts, know-how, techniques, principles or experience; any financial, statistical, or personnel data of the other Party, or; the business or product plans of the other Party.