RPMO Consulting agrees to operate under DBA (Doing Business As), providing white-labeled services under the guise of the Client’s name and brand.
In the event that the Client wishes to provide RPMO a “Doing Business As” email account, RPMO agrees to include this account in all communications related to the scope of services outlined within this Agreement. In addition, the Client also agrees that RPMO may utilize a shared email login for all tools and resources related to this contract (including but not limited to Asana, Slack, HubSpot, etc.), which will be accessible only to RPMO and, if necessary, any other business partners of RPMO, but only with explicit permission.
For all Electronic Communications, both parties agree to a 48-hour (excluding weekends and other extenuating circumstances where this timeline may be longer) turnaround time for responses.
When applicable, the Client agrees to provide RPMO access to a catered repository. This DAM will house all discussion items, reference information, and any other shared information between the two parties. RPMO will maintain no authority, control, or responsibility over user provisioning or access.
When applicable, RPMO agrees to have all entities involved with this contract undergo a background check, as requested by the Client. This process, logistics, and costs of this background check will be managed by the Client.
Specific details about pricing are outlined within each Client's contract and scope of work.
Initial payment is due within 5 business days of receiving the initial notice. Subsequent payments will be invoiced on the first Monday of the month and are due by the first Wednesday of the month.
Rush requests are not permitted at any time unless RPMO has given written, explicit permission.
This contract renews automatically on the last day of the month at the end of each quarter, unless canceled, for a time period not extending beyond 1 year. A new Agreement must be initiated to continue services each additional year.
Cancellation of this contract must be made within 30 days of the next renewal date. In the event that the Client terminates this Agreement early, a 20% surcharge of the total retainer cost will be incurred in lieu of additional payments.
RPMO counts on receiving payments on time. Delinquent payments will be assessed a 5% charge if the payment is not received within five (5) business days of the agreed-upon billing date. Additionally, all active work will be paused until payment is received, as per RPMO's Terms and Conditions.
If the amount remains delinquent after thirty (30) days of the agreed-upon billing date, an additional 10% fee will be added for each 30 days of late payment.
If case collection proves necessary, the prevailing party shall be entitled to an award of its attorney’s fees and costs, along with all other relief to which it is found to be entitled.
RPMO reserves the right to modify the contract timeline, estimates, costs, payment schedules, and the working relationship based on fluctuations uncovered during the contract. In these circumstances, this contract will be updated to reflect appropriate changes for both RPMO and the Client.
Costs, fees, timelines, and estimates include all meetings, discussions, effort, and time spent on efforts as outlined within the Agreement. If efforts or time exceeds the allocated amount within the Agreement, work will be billed at RPMO’s advertised hourly rate of $100 per hour.
Both the Client and RPMO agree to make every reasonable effort to be present for all scheduled discussions. However, RPMO understands that there are a variety of uncontrollable circumstances that may impact these circumstances. To ensure healthy flexibility, both parties agree to a maximum of two reschedule requests per meeting. In the event of a no-show by the Client, RPMO's hourly rate will be added as a surcharge, reflective of the amount of time missed. This may be waived under the discretion of RPMO or, in select cases, mutual agreement.
The topics, ideas, and concepts discussed within our communications shall be treated as proprietary and there shall be no appropriation, resale, credit taken, or other action that may be construed as theft by either party.
This clause applies to any Clients, subcontractors, or other entities involved within any scope of this contract for either party.
No warranties, express or implied, are provided, except those specifically outlined in this agreement. In no event shall RPMO, or any of its owners or affiliates, be liable to the Client, or any other party, for any damages, including lost profits, lost savings, or other problems that may arise during or after the completion of this Agreement, regardless of cause.
Upon completion, the Client will retain ownership of all products, content, Intellectual Property, and completed works created by and/or strategized with the help of RPMO. However, RPMO may retain credit for any work completed on behalf of the Client. At no point should the Client, RPMO, or any of its subsidiaries, contractors, or partners, use the completed works of IP in any way without the expressed written consent of either party.
RPMO will maintain the highest standards of confidentiality and will never disclose, share, or distribute in any manner any of the proprietary information shared by the Client. This confidentiality is similarly expected of the Client for any similar information.
This clause applies to any clients, subcontractors, or other entities involved within any scope of this contract for either party.
RPMO shall be an individual entity, not an employee of the Client or any other company affiliated with the Client. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement.
Both parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. RPMO is free to engage others to perform services of the same or similar nature to those provided by the Client, and RPMO shall be entitled to offer and provide services to others, solicit other clients, and otherwise advertise the services offered by the Client.
The Client represents, warrants, and covenants that:
The Client agrees to indemnify, save, and hold harmless RPMO from any damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party arising out of any breach of the Client’s responsibilities or obligations, representations or warranties under this Agreement.
Under such circumstances, the Client shall promptly notify RPMO in writing of any claim or suit if the Client has sole control of the defense and all related settlement negotiations; and the Client provides RPMO with commercially reasonable assistance, information, and authority necessary to perform the Client’s obligations under this section.
RPMO agrees to indemnify, save, and hold harmless the Client from any damages, liabilities, costs, losses, or expenses arising out of any finding of fact that is inconsistent with the Client’s representations and warranties made herein
RPMO shall not be deemed in breach of this Agreement if RPMO is unable to complete the Services or any portion thereof by reason of fire, act of God (i.e., hurricane, tornado, flood), death, illness, or incapacity of RPMO or governmental order or regulation or any other event beyond the Client’s control. Upon an occurrence of any Force Majeure Event, RPMO shall give notice to the Client of its inability to perform or of delay in completing the Services and shall propose revisions to the retainer timeline for completion of the Services.
The formation, construction, performance, and enforcement of this Agreement shall be in accordance with the laws of the United States, and the state of California, without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state, and federal courts located in the state of California.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
We may update our Terms & Conditions from time to time. Thus, we advise you to review this page periodically for any changes. We will notify you of any changes by posting the new Privacy Policy on this page. These changes are effective immediately, after they are posted on this page.
If you have any questions or suggestions about our Privacy Policy, do not hesitate to contact us.
