GHR Marketing & Consulting Terms
Agreement
This Professional Services Agreement (“Agreement”) is between Global Healthcare Resources, a Florida corporation, with offices at 8845 N. Military Trail, Suite 300, Palm Beach Gardens, Florida (“GHR”) and the signing party contracting (and its affiliated companies, subsidiaries or parent companies, which hereafter may be referred to as “Client”).
Fee & Payment Terms
1. This is a formal agreement tied to the proposal terms that included the link to this page. Payment terms would be found in the signed proposal.
2. Client Company will be invoiced immediately and payment is due upon receipt of invoice. GHR reserves the right to stop work if invoices are not paid on time. There are no refunds.
3. GHR shall provide the Services only after first payment is made by Client Company according to the Fee Schedule. Payment is required prior to campaign launch, which includes concept brainstorming, creative development, onboarding calls, and anything that requires resources from Global Healthcare Resources.
4. Failure to make payments in a timely manner will result in the suspension of the Services until payment is made. Failure to make payments as provided hereunder may be deemed a breach of contract under the terms of this Agreement.
5. Out‐of‐town travel-related expenses are allowable reimbursable expenses, provided original receipts are submitted to support reasonable expenses. Reasonable expenses include, but are not limited to, air fare at economy class rates, business class for flights over seven (7) hours, lodging, meals at per diem (not to exceed $100 USD), and car rental and transportation costs. In determining reasonable expenses and non‐reimbursable expenses, GHR will submit expenses and the supporting documentation to Client Company for review. Client Company shall reimburse for actual expenses within fifteen (15) days of receiving an invoice. GHR shall invoice client monthly for travel-related expenses. Notwithstanding the foregoing, GHR shall not incur any travel expenses without prior written approval from Client Company.
Additional Marketing Terms
1. As with any marketing campaign or project, there is no minimum guarantee of leads or return on investment for marketing or professional services.
2. If the quality of leads, or the definition of a 'qualified lead' is not outlined in the body of this agreement, it is assumed that all leads are qualified leads.
3. Client Company agrees if it receives contacts or leads from GHR it will comply with all laws, rules, and regulations and not spam or automatically subscribe them or add them to Client Company's email or mailing lists.
4. GHR reserves the right to modify the methods of promotion/marketing/communication in the event that a proposed method or medium changes based upon platform updates or the discretion of GHR on the basis of a number of variables including but not limited to time, audience, and so forth.
5. Any promotional content may be altered at the discretion of GHR's best judgement without the need for permission from Client Company.
6. GHR reserves the ability to deny campaign content that is not congruent with our best practices.
7. GHR may use any channels, social media profiles, etc. owned or managed by GHR to coordinate campaign efforts.
8. This agreement shall terminate upon completion of the services.
Independent Contractor
The company, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. GHR shall be solely responsible for and shall hold Client Company harmless for any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, FICA, and workmen's compensation. Neither the GHR nor any of its employees shall have any claim or cause of action against Client Company for any cause, matter or thing including, without limitation, any claim or cause of action arising out of an alleged employment relationship between the GHR or its employees and Client Company (which specifically includes any claim for notice, health benefits, unemployment, severance or vacation pay, whether arising by statute or otherwise). It is agreed that the provisions of this paragraph shall survive the termination of this Agreement and shall remain binding on the GHR. The GHR agrees to indemnify and save the Client Company harmless in respect of all such claims. If GHR fails to assume the defense of any such matters, Client Company may defend the action in the manner it deems appropriate, and GHR shall pay to Client Company all costs, including attorneys' fees, incurred by Client Company in effecting such defense, in addition to any sum which Client Company may pay by reason of any settlement or judgment against Client Company. In the event the undersigned representative of GHR is signing in his/her corporate capacity, it is stipulated and agreed that the foregoing obligations are personal in nature and shall be binding upon the undersigned personally. The company acknowledges and agrees that this Agreement gives GHR no authority to enter into contracts on behalf of Client Company.
Indemnity
Both parties agree to defend, indemnify and hold harmless the other party and its directors, officers, shareholders and employees from and against any claims, liabilities or damages (including without limitation, reasonable costs and attorney's fees) incurred by the non‐offending party to the extent caused by the other party’s willful or negligent acts, errors or omissions or material breach of this Agreement, including judgments in favor of any third party, as well as the offending parties failure to comply with or abide by any applicable law. Client Company shall indemnify GHR its directors, officers, shareholders, and employees from and against any claims, liabilities, or damages (including without limitation, reasonable costs and attorney's fees) for any actions or suits for medical malpractice or negligence.
Dispute Resolution
Client Company and GHR shall attempt to resolve conflicts or disputes under this Agreement in a fair and reasonable manner and agree that if a resolution cannot be made to attempt to mediate the conflict by a professional mediator (except for payment disputes which may be submitted directly to arbitration). The costs of such mediation shall be divided equally between Client Company and GHR. If mediation does not settle any dispute or action which arises under this Agreement or which relates in any way to this Agreement or the subject matter of this Agreement within ninety (90) days after either party notifies the other party in writing of their desire to mediate the dispute, the dispute or conflict shall be subject to binding arbitration in English under the rules governing commercial arbitration as promulgated by the American Arbitration Association and arbitrability shall be subject to the Federal Arbitration Act. If the parties cannot agree upon an arbitrator, then each party shall select an arbitrator who together, within fourteen (14) days of such appointment, shall mutually agree upon the appointment of a third arbitrator. The three arbitrators together shall reach a decision regarding the dispute in question in accordance with the provisions hereof. The costs of such arbitration will be divided equally between Client Company and GHR. In the event of any dispute between the parties concerning the terms and provisions of this Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney’s fees, costs, and expenses.
Non-Circumvention
Neither Client Company nor GHR shall, directly or indirectly, take or fail to take, any action with the intent or effect of avoiding or otherwise circumventing any provision or the intent of the parties of this Agreement, including, without limitation, the payment of any fees provided for hereunder.
Non-Solicitation
Client Company shall not solicit any employee, subcontractor, client, agent, representative, current or prior, of GHR for a period of three (3) years after the termination of this Agreement. Client Company agrees that any breach of this section will cause irreparable harm, and that money damages will not be sufficient to remedy any such breach. Therefore, the GHR shall be entitled to specific performance and injunctive relief (in addition to all other remedies available at law or in equity). Further, the prevailing party in any litigation shall be entitled to recover its attorney's fees, costs, and expenses.
Confidential Nature of Work
In the course of GHR’s work for Client Company, GHR may receive confidential information. “Confidential Information” means any proprietary business, financial or technical information, confidential in nature, regardless of whether such information is designated as Confidential Information at the time of its disclosure by Client Company, used in or relating to the business activities of Client Company, that is;
1. Disclosed either verbally or in writing to GHR in connection with this Agreement; and
2. Not part of the public domain, or otherwise in the possession of or available to GHR.
GHR agrees that such information will be used only in connection with the provision of the Services for Client Company and will be retained in confidence against disclosure to others for a period of five (5) years from the termination of this Agreement or until it becomes publicly available through a properly authorized source. Information and data resulting from the performance of Client Company services by GHR shall be the property of Client Company. For a period of five (5) years GHR will not disclose such information or data to others without the written consent of Client Company. Promptly after completion of its contractual duties to Client Company, GHR shall promptly return all confidential information upon the written request of Client Company or verify in writing to Client Company that all confidential information has been permanently eliminated from its electronic and other records, or otherwise destroyed.
Service Expiration
Consulting and Marketing deliverables and services from each contract year will expire at the end of each contract year or if provided monthly, per the agreement at the end of each month. If there is no Expiration Period or Delivery Period indicated, then it will be at the expiration of the agreement. If the Consulting or Marketing Services provided are not complete at the end of the Delivery Period due to client’s failure to make the necessary resources or assets available to GHR; or provide the assets or information needed for GHR to provide such services; or for scheduling conflicts or other such reasons the Consulting or Marketing Services will be deemed to be complete and delivered at the end of the expiration of that month, that year or the expiration of that contract as referenced above. Both parties may mutually agree to extend any said deliverables, services or consulting beyond the contract year, renewal term or beyond expiration to complete such services, and such mutual agreement may be made by an addendum to the contract.
Miscellaneous
1. This Agreement is binding upon and will inure to the benefit of GHR and Client Company and their respective successors and assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party.
2. Any notice required or permitted by this Agreement to be given shall be deemed to have been duly given if in writing and delivered personally or five (5) days after mailing by first‐class, registered, or certified mail, return receipt requested, postage prepaid, or by prepaid courier, and addressed as follows:
Global Healthcare Resources, Inc.
Renée‐Marie Stephano, CEO
8845 N. Military Trail, Suite 300,
Palm Beach Gardens, Florida 33410
3. If any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and the provision declared invalid or unenforceable shall continue as to other circumstances.
4. The parties agree that this Agreement is to be governed by and construed under the law of the State of Florida without regard to its conflicts of law provisions. The venue for any legal or equitable action between Client Company and GHR which relates to this Agreement shall be in Palm Beach County, Florida.
5. In the event of any dispute between the parties concerning the terms and provisions of this Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney’s fees.
6. This Agreement shall not be construed against the party who drafted it.
7. Notwithstanding any statute to the contrary, the parties agree that any action to enforce or interpret this Agreement shall be initiated within two (2) years from the time the party knew or should have known of the facts giving rise to its action, and shall not, in any case, be initiated later than the applicable statute of limitations.
8. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original instrument, but all of which taken together shall constitute one instrument.
9. This Agreement overrides any previous agreement or proposal. The full extent of the campaign and scope and every detail should be outlined herewithin.
10. Global Healthcare Resources shall have exclusive authority to determine the venue and location of the roadshow, when it is, the format and speakers, and the buyers invited for the roadshow and the expenses associated thereof.
11. Global Healthcare Resources is not responsible for the inability to execute on any of the deliverables or terms of this agreement due to COVID-19, nor is it responsible for any delays or additional costs due to COVID-19.