Our Service Agreement

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This Agreement sets forth the terms and conditions whereby Remote Integrity Solutions agrees to provide professional business coaching, strategic advising, or bookkeeping services to Client.

1. Services. Remote Integrity Solutions will perform services for Client

[AN ATTACHED “Exhibit A” PAGE TO BE INCLUDED WITH CONTRACT]

2. Fees. Remote Integrity Solutions’ non-binding estimate (“Estimate”), hourly rate, non-refundable deposit, pre-approved expenses, and other payment terms are described in the attached “Exhibit A” page, which are incorporated herein.

3. Changes in Services. If either Remote Integrity Solutions or Client believes the Services should be adjusted in any respect, it will advise the other party of the proposed changes. Remote Integrity Solutions and Client will discuss the proposed adjustment and, if they agree on an adjustment, confirm and document the adjustment as a separate agreement and scope of work agreement. Remote Integrity Solutions will not be responsible for additional work beyond that set out in this Agreement except as provided in a signed separate agreement. 

4. Term and Termination. 

• a. Term. The term of this Agreement shall be month-to-month (or as otherwise specified) beginning on the Effective Date and shall automatically renew every month (the “Term”), unless either party provides written notice of termination fourteen (14) calendar days prior to any renewal.
• b. Termination. This Agreement may be terminated:
• i. by either party on provision of 14 calendar days’ written notice to the other party, with or without cause for recurring services (bookkeeping and accounting); this does not apply to coaching services or project work.
• ii. by either party for a material breach of any provision of this Agreement by the other party unless the other party’s material breach is cured within 10 days of receipt of written notice of the breach;
• iii. immediately by the Remote Integrity Solutions in its sole discretion if it determines that the Client is not making progress and needs a referral, refuses to send all necessary information, or if the Client appears to be committing fraud; 
• iv. if either party becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
• v. if performance of the Agreement becomes impossible or because of the death of necessary parties.
• c. Effect of Termination. In the event of termination, Remote Integrity Solutions shall retain any non-refundable deposit and shall also be compensated for any Work performed over the amount of the deposit at the rate described in Exhibit A attached to this agreement; however, that if this Agreement is terminated because of the Client’s breach, the entire amount of the Estimate will become due at termination as liquidated damages and not as a penalty. The rights and obligations of the parties set forth in this Section 4, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

5. Nondisclosure of Confidential Information. In the performance of the Services, Remote Integrity Solutions and/or its subcontractors will have access to confidential or proprietary information, including without limitation, confidential or proprietary information concerning the Client’s activities and financial condition (collectively “Client Confidential Information”). Remote Integrity Solutions and any subcontractor undertakes to not use any such Client Confidential Information except in connection with the Services and to not disclose or release such Confidential Information to any third party without the Client’s prior written consent, unless required by law. The foregoing shall not apply to (a) information in the possession of Remote Integrity Solutions at the date of this Agreement; or (b) information which is or becomes publicly available, other than through disclosure by Remote Integrity Solutions.

6. Intellectual Property Rights. Remote Integrity Solutions retains and will own all right, title, and interest to all marketing materials, social media materials, website content, logo, blog, classes, consultations, trainings, its proprietary processes for carrying out client Work, its client services and Remote Integrity Solutions’ original materials (collectively, “Content”). Client acknowledges that all Content, whether tangible or intangible, and whether previously created by Remote Integrity Solutions or created or produced for the first time under this Agreement, are protected by laws relating to intellectual property. Such laws include, without limitation, United States and state copyright, trade dress, patent, and trademark laws, international conventions, and other applicable laws. 

7. Representations and Warranties. Client represents and warrants to Remote Integrity Solutions that:

• a. Client has the right to enter into this Agreement and to fully perform all of Client’s obligations in this Agreement;
• b. Client’s entering into this Agreement and performance under this Agreement does not and will not conflict with or result in any breach or default under any other agreement to which Client is subject;
• c. Client will perform and conduct business in compliance with all applicable federal, state, and local laws and regulations; and
• d. The execution of this Agreement by Client’s representative, whose signature is set forth at the end of this Agreement, has been duly authorized by all necessary owner, member, board, or shareholder action.

8. Client Obligations. 

• a. Client agrees to provide Remote Integrity Solutions with complete, accurate, and timely information, and keep that information updated throughout the course of the Work. Remote Integrity Solutions relies on Client to timely and fully disclose relevant information to Remote Integrity Solutions. If Client fails to provide such information, Client acknowledges that the Work will take more billing hours to complete, or Remote Integrity Solutions may be unable to complete the Work at all. 
• b. Client also agrees to follow Remote Integrity Solutions’ advice and avoid fraud.

9. No Guarantee & Disclaimers. 

• a. Remote Integrity Solutions makes no guarantee of any specific outcomes of the Services, including but not limited to whether Client will be audited or require additional documentation for tax purposes.
• b. Remote Integrity Solutions fully disclaims all responsibility for the accuracy or inaccuracy of records should the Client fail to send Remote Integrity Solutions all necessary documentation.
• c. Although Remote Integrity Solutions can work with Client to prepare Client’s books for a certified public accountant (CPA), Remote Integrity Solutions is NOT a CPA and cannot offer any tax advice.
• d. Remote Integrity Solutions will not be responsible for storing Client’s documents or information. Upon completion of the Work or Termination of this Agreement, Client will be responsible for picking up or paying postage for the return of any documents that Client is unable to receive electronically. Remote Integrity Solutions may also delete electronic files upon completion of Work or Termination of this Agreement.
• e. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, REMOTE INTEGRITY SOLUTIONS HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

10. Independent Contractor. 

• a. Remote Integrity Solutions is an independent consultant, not an employee of the Client. The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this Agreement. Neither party may assume or create obligations on the other party’s behalf, and neither party may take any action that creates the appearance of such authority. 
• b. Remote Integrity Solutions will do the work necessary to carry out and complete the Services in a timely manner consistent with applicable law, professional standards, and this Agreement. Remote Integrity Solutions will have sole discretion over, and sole responsibility for, the planning, method, means, sequencing, time, and place of the work. Remote Integrity Solutions will provide its own equipment and materials. Remote Integrity Solutions may subcontract any part of the Services in order to meet the Client’s needs. 

11. No exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Remote Integrity Solutions shall be entitled to offer and provide services to others, solicit other clients, and otherwise advertise its services.

12. INDEMNIFICATION. CLIENT WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS REMOTE INTEGRITY SOLUTIONS AND ITS MEMBERS, EMPLOYEES, CONTRACTORS, AND AFFILIATES AGAINST ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, ACTIONS, JUDGMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS, OR EXPENSES OF WHATEVER KIND (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RESULTING FROM: 

• a. BODILY INJURY, DEATH OF ANY PERSON, OR DAMAGE TO REAL PROPERTY OR PERSONAL PROPERTY RESULTING FROM CLIENT’S ACTS OR OMISSIONS; AND 
• b. CLIENT’S BREACH OF ANY REPRESENTATION, WARRANTY, OR OBLIGATION UNDER THIS AGREEMENT.

13. Limitation of Liability. IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF REMOTE INTEGRITY SOLUTIONS, ITS MEMBERS, CONTRACTORS, EMPLOYEES, AGENTS, AND AFFILIATES, TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE FEES PAID UNDER THIS AGREEMENT. IN NO EVENT SHALL REMOTE INTEGRITY SOLUTIONS BE LIABLE FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. 

14. Force Majeure. No party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of a Force Majeure Event. A Force Majeure Event shall mean any causes beyond a party’s reasonable control, including labor disputes, civil commotion, war, riots, fires, floods, earthquakes, inclement weather, governmental regulations or controls, pandemics, epidemics, local disease outbreaks, public health emergencies, quarantines, casualty, strikes, the unavailability of labor or materials to the extent beyond the control of the party affected, embargoes, civil strife, acts of terrorism, or acts of God, in addition to any and all other events, regardless of their dissimilarity to the foregoing, deemed to render performance of the Agreement impracticable or impossible under the law, in which event the non-performing party shall be excused from its obligations for the period of the delay. If performance is delayed over thirty- (30) days due to a Force Majeure Event, Remote Integrity Solutions may terminate this Agreement upon written notice.

15. Notice.

• a. Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this Agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this Agreement: personal delivery, mail (fees prepaid), nationally recognized overnight courier (fees prepaid), or email. 
• b. Addresses. A party shall address notices under this Agreement to a party at the following addresses:

If to Remote Integrity Solutions:

Christina Riordan

[private]
[private]

remoteintegritysolutions@gmail.com

If to Client: then to contact information provided on the first page of this Agreement.

Any party may from time to time change its address for the purpose of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given until it is actually received by the party sought to be charged with its contents.

16. Modification or Amendment. No amendment, change, or modification of this Agreement will be valid unless it is in writing and signed by the parties. Any amendment, change, or modification not signed by both parties shall be void. Changes to Services must be made according to Section 3 of this Agreement.

17. No Assignment or Delegation. Client may not assign or delegate any of its rights under this Agreement except with the prior written consent of Remote Integrity Solutions. If a purported assignment or delegation is made in violation of this Section 17, it shall be void.

18. Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

19. Enforceability. If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law as if such provision had been originally incorporated herein as so modified or restricted or as if such provision had not been originally incorporated herein, as the case may be.

20. Governing Law & Dispute Resolution.

• a. Choice of Law. The formation, construction, performance, and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Oregon without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. 
• b. Negotiation and/or Mediation. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation. If they are unable to resolve the dispute through negotiation, either party may commence mediation through the Arbitration Service of Portland, Inc., or other forum mutually agreed to by the parties before pursuing arbitration or litigation. In the case of mediation, each party may propose the names of three (3) mediators for consideration. If the parties are unable to agree to a mediator from these submissions, the parties will each choose a mediator from their respective list, upon which said mediators will confer and choose the actual mediator for the mediation. The mediators’ fees shall be split evenly between parties; provided, however, that each party shall pay their own respective attorneys’ fees and costs.
• c. Attorney’s Fees and Choice of Forum. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its reasonable attorneys’ fees and costs. In all circumstances, the parties specifically consent to the local, state and federal courts located in Marion County in the state of Oregon.

21. Headings. The insertions of headings are for convenient reference only and are not to affect the interpretation of this Agreement.

22. Conflicting Agreements. In the event of any conflicting agreements between the parties, this Agreement supersedes and controls any other agreement. 

23. Entire Understanding. This Agreement and its exhibit constitute the entire agreement and understanding of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.