TERMS OF SALE OF CONSULTING SERVICES: WIN/LOSS INTERVIEW ANALYSIS AND REPORTING
Please read these Terms carefully. Any request by you (“Client”) for Marketing by Steelpoint LLC d/b/a Steelpoint Research win/loss analysis is conditional on your agreement to these Terms. You must read, agree with, and accept all of the terms and conditions contained in these Terms in order to engage Steelpoint Research’s Services.
Upon receipt of a valid Win/Loss Interview Request Steelpoint Research agrees to use what it determines to be commercially reasonable efforts to provide the following Services to the Client:
Steelpoint Research shall perform the Services pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Steelpoint Research is engaged. Steelpoint Research makes no representation that the Services will result in any enhancement of the Client.
Client shall pay Steelpoint Research the fee as indicated on the invoice for the Services as total compensation for each Full Report. Client will not owe Steelpoint Research any compensation for the Services (initial meetings, surveys, interviews, analysis, or preparation of the Executive Summary) if after review of the Executive Summary Client choses not order the Full Report. Upon receipt of payment Steelpoint Research shall provide Client access to the Full Report.
4.1 Work Product. Steelpoint Research agrees that all work product developed by it alone or in conjunction with others in connection with the performance of Services pursuant to this Agreement is and shall be the sole property of Client, and Steelpoint Research shall retain no ownership, interest, or rights therein. Work product includes but is not limited to interview notes, survey results, reports, graphics, and memoranda.
4.2 Residuals. Notwithstanding the foregoing, Steelpoint Research will be free to use for any purpose the Residuals resulting from its performance of the Services or Client’s Confidential Information. “Residuals” means general knowledge, skills and experience, not including Client’s Confidential Information, in non-tangible form, which may be gained by Steelpoint Research in the performance of this Agreement. Steelpoint Research shall have no obligation to pay royalties for any work or revenues derived or resulting from the use of Residuals.
4.3 Permitted Use. Client agrees that Steelpoint Research may aggregate information collected while performing the Services and use it in an anonymized and de-identified form as it sees fit consistent with applicable law. The information used will not include any personal data and shall be anonymized and de-identified in a manner that prevents any third party from identifying any person or that Client is its source. Further, Steelpoint may (but is not obligated to) use the data collected while performing the Services to offer to you for purchase reporting and trends analysis that is based on data from multiple engagements or reports.
5.1 Definition of Confidential Information. “CONFIDENTIAL INFORMATION” as used in this Agreement shall mean any and all technical and non-technical information including patent, copyright, trade secret, proprietary information, computer files, and client information related to the past, current, future, and proposed Services of Client and includes, without limitation, the Executive Summary and Full Report, Client property, and Client’s information concerning customers, research, financial information, purchasing, business forecasts, sales and merchandising, and marketing plans and information.
5.2 Nondisclosure and Nonuse Obligations. Steelpoint Research agrees to use what it determines to be commercially reasonable efforts to protect the confidentiality of all Confidential Information and, except as permitted in this Agreement, Steelpoint Research shall neither use nor disclose the Confidential Information. Client agrees to keep the contents of the Executive Summary and Full Report confidential and for its own internal use.
5.3 Exclusion from Nondisclosure and Nonuse Obligations. Steelpoint Research’s obligations under Section 5.2 (“NONDISCLOSURE AND NONUSE OBLIGATIONS”) with respect to any portion of the Confidential Information shall not apply to any such portion that Steelpoint Research can demonstrate (a) was in the public domain at or subsequent to the time such portion was communicated to Steelpoint Research by Client; (b) was rightfully in Steelpoint Research’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Steelpoint Research by Client; or (c) was developed by Steelpoint Research independently of and without reference to any information communicated to Steelpoint Research by Client. A disclosure of Confidential Information by Steelpoint Research, either (i) in response to a valid order by a court or other governmental body, (ii) otherwise required by law, or (iii) necessary to establish the rights of either party under this Agreement, shall not be considered a breach of this Agreement or a waiver of confidentiality for other purposes, provided, however, that Steelpoint Research shall provide prompt written notice thereof to Client to enable Client to seek a protective order or otherwise prevent such disclosure.
6.1 Governing Law. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Texas (“State”). Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in the State, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in the State, such personal jurisdiction shall be nonexclusive.
6.2 Severability. If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, (a) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (b) the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
6.3 LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE, DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF A PARTY EXCEED THE AMOUNTS PAID BY CLIENT, IF ANY, FOR THE SERVICES DURING THE TERM OF THIS AGREEMENT.
6.4 Taxes. Client shall pay Steelpoint Research the fees described in Section 2 above plus any applicable taxes, even if assessed after the project is complete.
This Agreement, along with any attachments or addendums, represents the entire agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises, conditions, or understandings between the Client and Steelpoint Research. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.