Net Agreement. Company’s obligation to pay all fees and other sums under the Agreement shall be absolute and unconditional and shall not be subject to abatement, reduction, setoff, defense, counterclaims, interruption, deferment, or recoupment for any reason whatsoever.
Open and/or Unpaid Balances. Company will be billed directly by SRR Specialists for any service rendered or cost expended. Any open or unpaid balance shall be due and payable within 30 days following the date of the invoice or statement of account. Company will be assessed an administrative fee of 15% of any open balance that is not paid in full by the due date. No further work will be completed on Company’s matter until the balance is satisfied in full. Company will be assessed an additional 15% fee on any open balance not paid in full within thirty (30) days of the due date. A delinquency will thereafter be reported to any and all relevant Credit Reporting Agencies for any balance not paid in full within sixty (60) days. Company will be sent to collections for any balance not paid in full within sixty (60) days of the due date without prior or further notice to Company. If SRR Specialists initiates a collection proceeding against Company for any unpaid balance, Company will be liable for the payment of SRR Specialists’ actual attorney fees expended and costs incurred in connection with that collection accruing at the hourly rate of $350 (USD) per hour. In addition to the above, a service charge of 12 percent per year (or the highest amount allowable by law, whichever is greater) will be charged on any unpaid balance.
Indemnity. Company shall indemnify and hold harmless SRR Specialists and its owners, managers, members, partners, directors, agents, employees, and controlling persons (if any) and any such affiliate, as the case may be (Indemnitee), against any losses, claims, damages, or liabilities (including, without limitation, all court costs and attorney and expert witness fees) arising from or in connection with any matter referred to in this Agreement, including without limitation the performance of the services that are the subject of this Agreement, the Hazard Communication Program, or the implementation thereof, except to the extent that any such loss, claim, damages, or liability are finally judicially determined to have resulted from the gross negligence, bad faith, intentional misfeasance, or reckless disregard by Indemnitee of its obligations or duties. Company shall satisfy, pay, and discharge any and all settlements, judgments, and fines that may be recovered against SRR Specialists. SRR Specialists shall give Company prompt written notice of any claim. The indemnities contained in this section shall survive the termination of the Agreement.
Limitation of Damages. SRR Specialists shall have no liability for any damages, whether direct, indirect, general, special, incidental, exemplary, or consequential, incurred by Company as a result of the work performed by SRR Specialists; the recommendations, advice, consultations, opinions, services, specifications, assessments, programs, procedures, plans, or products provided or developed by SRR Specialists; or the implementation thereof. To the extent that SRR Specialists are ordered to pay any damages, the aggregate amount of all damages for which SRR Specialists shall be liable pursuant to this Agreement (or any controversy or claim stemming from or in any way related to this Agreement or the services contemplated therein) shall be limited to and shall not exceed an amount equal to the fee paid by Company to SRR Specialists for services performed under the Agreement.
Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement or any related agreement or any of the transactions contemplated by this Agreement will be settled in the following manner: (1) senior executives representing each of the parties will meet to discuss and attempt to resolve the controversy or claim; (2) if the controversy or claim is not resolved as contemplated by clause (1), each party will, by mutual consent, select an independent third party to mediate such controversy or claim, provided that this mediation will not be binding on any of the parties; and (3) if the controversy or claim is not resolved as contemplated by clauses (1) or (2), the parties will submit the matter to be heard and determined by the American Arbitration Association pursuant to its commercial arbitration rules in effect at the time of any dispute. The determination of the arbitrator will be binding on the parties and will not be appealable, and judgment on the award rendered may be entered in any court having jurisdiction on the matter.
No Warranties. Because the development and implementation of a Hazard Communication Program is significantly affected by circumstances beyond SRR Specialist’s control, SRR Specialists cannot guarantee any particular result (including any freedom from risk or liability on the part of Company). Therefore, the Hazard Communication Program is provided only as a general guide for Company and should be reviewed by Company’s legal counsel before implementation. Company is aware of this fact, and voluntarily chooses to enter the Agreement. SRR SPECIALISTS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE ACCURACY, COMPLETENESS, WORKMANSHIP, RISKINESS, LEGALITY, OR PROPRIETY OF THE HAZARD COMMUNICATION PROGRAM OR ANY OTHER SERVICES PERFORMED UNDER OR CONTEMPLATED BY THE AGREEMENT, THEIR MERCHANTABILITY, OR THEIR FITNESS OR CAPACITY OR DURABILITY FOR ANY PARTICULAR PURPOSE, OR THE QUALITY OF THE SERVICE OR WORKMANSHIP THEREOF, AND COMPANY AGREES IT ACCEPTS THE HAZARD COMMUNICATION PROGRAM “AS IS” AND VOLUNTARILY ACCEPTS AND ASSUMES ALL RISK ASSOCIATED WITH ITS IMPLEMENTATION.
Waiver; Amendment. The Agreement may be amended only by an instrument in writing signed on behalf of each of SRR Specialists and Company. No amendment, supplement, modification, or waiver of the Agreement will be binding unless executed in writing by the party to be bound by it. No waiver of any of the provisions of the Agreement will be deemed or will constitute a waiver of any other provision (whether or not similar), nor will the waiver constitute a continuing waiver unless otherwise expressly stated.
Governing Law. The Agreement will be governed by and construed in accordance with the laws of the State of Michigan without regard to its conflict-of-law principles.
Company shall not assign the Agreement without the prior written consent of SRR Specialists.
Binding Effect; Benefits. The Agreement shall inure to the benefit of and be binding on the parties and their respective heirs, successors, and assigns. Nothing in the Agreement, express or implied, is intended to, or shall confer on, any person other than the parties to the Agreement any rights, benefits, or remedies of any nature whatsoever under or by reason of the Agreement.
If any one or more of the provisions of the Agreement is for any reason held invalid, illegal, or unenforceable, the remaining provisions of the Agreement will be unimpaired and will remain enforceable.
Counterparts; Fax; Email. The Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Agreement may be executed and delivered by facsimile transmission or electronic mail, and a facsimile or electronic version of this Agreement or of a signature of a party will be effective as an original.
The parties (a) irrevocably submit to the jurisdiction of any Michigan or federal court sitting in Macomb County, Michigan, in any action arising out of this Agreement, and (b) waive, to the fullest extent that they may effectively do so, the defense of an inconvenient forum. The parties also agree that a final judgment in any such action will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Whole Agreement. This agreement constitutes the entire agreement between the parties and will be deemed to supersede and cancel any and all prior discussions, negotiations, proposals, undertakings, understandings, and agreements, whether written or oral, relating to the transactions contemplated in this agreement. None of the previous and contemporaneous negotiations, preliminary drafts, or previous versions of this agreement leading up to its execution and not set forth in this agreement will be used by any of the parties to construe or affect the validity of this agreement. Each party acknowledges that no representation, inducement, or condition not set forth in this agreement has been made or relied on by either party.