I am looking forward to working together! Listed below are pertinent details which might be a helpful reference in clarifying our working relationship.

• A letter/email from you (or on your behalf) is considered confirmation of project commencement, based on your approval and acceptance of the  proposal and the terms

• Projects will be invoiced as follows, unless otherwise agreed upon:

• 25% at the commencement of the project. 50% at the midway point, and the remaining 25% at the conclusion of the project

• Payment terms are 14 days after the invoice date. We reserve the right to charge interest on any overdue balances based on the bank credit card interest rates

• General Dynamics Land Systems: TBD

• Clients shall pay expenses incurred by UPwords Inc/Heidi Frye related to project delivery including but not limited to:

• incidental and out-of-pocket expenses including telephone calls, postage, shipping, couriers, presentation materials, photocopies, parking fees, taxis, travel accommodations

• mileage reimbursement at 62.5 cents per mile

• travel expenses including transportation, meals, lodging

• outside costs including equipment rental, third party materials, licenses and fees associated with third party material

• All additional costs outside of the proposal will be agreed and approved by the Client in advance

• If work for which UPwords Inc./Heidi Frye has been engaged is cancelled by you, the Client, the following cancellation fee is due:

·       Notice of Cancellation received by us and corresponding agreed upon charges:

·       Less than 14 days before project start - 75%

·       15 – 31 days before project start – 50%

·       1 – 2 months before project start – 25%

·       More than 2 months prior to start of project – 10%

·       In addition to this amount, any project-related expenses already incurred or committed to as a result of the project will be added

·       If the Client postpones work for which we have been engaged, we will submit an invoice for all project fees plus expenses either incurred or committed to at the time of notification

·       If the work is postponed for longer than six months UPwords Inc./Heidi Frye reserves the right to amend any fee structure or personnel resources related to the project

·       If the work is postponed for longer than six months UPwords Inc./Heidi Frye reserves the right to renegotiate the Client contract

·       The copyright and all other intellectual property rights associated with, created or prepared for the project delivery, shall remain with the originator and/or UPwords Inc./Heidi Frye.

·       The Client may not either directly or indirectly disassemble, decompile, create derivative works, or otherwise copy any product or service provision without explicit agreement in writing from UPwords Inc./Heidi Frye.

UPwords Inc./Heidi Frye retains all rights in and to any material provided as part of the project in whatever medium required. UPwords Inc./Heid Frye grants the Client a non-exclusive, non-transferable, perpetual, worldwide license to use any handout or reference material provided either in hard copy or electronic form for use related only to the specific project.

·       Any third party materials used in the delivery of the project are the exclusive property of their respective owners. We will inform the Client of any need to license or purchase third party materials, at the Client’s expense.

Both UPwords Inc./Heidi Frye and the Client shall keep the confidential information of the other party private. We shall only use the confidential information supplied by the Client for the purpose of delivering the project. This will not apply should UPwords Inc./Heidi Frye or the Client be required to disclose information by order of a court of competent jurisdiction.

During the project term and for a period of 12 months after the completion of the project, the Client shall not enter into contract with any Associate of UPwords Inc./Heidi Frye. In the event that any subsequent contract for/provision of services is provided by an Associate of UPwords Inc./Heidi Frye, UPwords Inc./Heidi Frye reserves the right to charge the Client. The Client will be liable to pay a fee equal to 25% of the fees paid to that person when contracted by the Client, or 25% of the person’s annual starting salary with the Client.

Neither UPwords Inc./Heidi Frye, nor the Client, shall have any liability under or deemed to be in breach of our agreement for any delays or failures in delivery of the project resulting from circumstances beyond the reasonable control of that Party. If such circumstances continue uninterrupted for a period of four weeks or more, either Party may terminate the Agreement by written notice to the other Party.

Any Agreement between UPwords Inc./Heidi Frye and the Client shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the relationship expressly provided for by the project agreement. Neither Party shall have, nor represent that it has, any authority to make commitments on the other Party’s behalf.

For the absence of doubt, ‘Parties’ means UPwords Inc./Heidi Frye and the Client and ‘Party’ shall mean either one of them; ‘Project’ means the scope of work outlined in the Proposal; ‘Third Party Materials’ means proprietary third party materials which are incorporated in to the project including but not limited to psychometric measure, assessments, diagnostics or case study material; ‘Intellectual Property’ means all copyright, rights in respect of any confidential information, database rights, and all other intellectual property rights.

These are the UPwords Inc./Heidi Frye standard Terms and Conditions, which can be adapted—everyone’s needs, rights, and responsibilities are to be respected, and any/all amendments are understood, accepted—and agreed upon in writing prior to the project commencement.