Terms & Conditions

1. Terms and Conditions part of the Agreement
These Terms and Conditions form an important part of the agreement for consulting services (together with these Terms and Conditions, the “Agreement”) between the client identified as such in the Agreement (the “Client”) and The Blue Engine (“Blue Engine”). Please read them carefully before accepting them by executing the Agreement.

2. Blue Engine Service Mark
The Blue Engine is a service mark of ICR, LLC and not a separate legal entity. Any reference to Blue Engine in the agreement shall mean ICR, LLC and shall denote the specific team assigned to perform the Services pursuant to the agreement for such Services incorporating All rights and obligations of Blue Engine are the rights and obligations of ICR, LLC.

3. Indemnification
Client represents and warrants to the best of its knowledge and belief, that all information provided to Blue Engine on behalf of Client to be used in connection with the Services (“Client Information”) shall be true and correct in all material respects, will be prepared in good faith, and will not contain any material misstatement of fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Blue Engine shall rely upon the accuracy of the Client Information and shall have no obligation to independently verify same. In furtherance of the foregoing, the Client shall at all times defend, indemnify and hold harmless ICR, LLC and all its officers, agents, employees, and affiliates (“ICR Indemnified Parties”) from and against any and all damage, loss, claim, expense, or cost, (each, a “Loss”) incurred in connection with (a) any claim, suit or proceeding relating to Client Information; or (b) any process to compel the disclosure of Client Information. No party shall be liable for any damages of an indirect or consequential nature, including loss of profits or opportunity.

4. Payment
Payments should be wired to Citizens Bank, 1 Citizens Dr. ROP-480, Riverside, RI 02915, ABA# 021313103 for the account of: ICR, LLC Account #4013178914, International Swift# CTZIUS33, with a notification of payment to accounting-global@icrinc.com. Blue Engine’s obligations under this Agreement shall become effective upon full execution of this Agreement by all parties. Blue Engine may suspend services immediately and without notice if any payment due hereunder is delinquent by five (5) business days. Services may resume when all past due sums are paid in full. Blue Engine may charge interest at the annual rate of 12% on invoices more than thirty (30) days past due. All fees and expenses payable under the terms of this Agreement shall be paid in United States dollars, and be free and clear of any withholding, deduction or charge for withholding taxes or deductions, goods and services tax, sales tax, value added tax or other applicable or similar taxes. Upon the (12) month anniversary of the Effective Date and annually thereafter, the monthly fee amount(s) shall be increased by five percent (5%).

5. General
The relationship of the parties hereto is non-exclusive and either party may freely engage in similar activities with third parties, as well as engage in other business activities. This instrument sets forth the entire Agreement between the parties. No provision or term of this Agreement may be amended, modified, changed, altered, or waived except by written document executed by the parties hereto. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provision(s) held to be unenforceable and the unenforceable provision(s) shall be replaced by mutually acceptable provision(s) which, being valid, legal and enforceable, come closest to the parties’ intention underlying the invalid or unenforceable provision. This Agreement, and the obligations set forth herein, shall be binding on any and all successors and assigns of the parties, including, without limitation, any merger partner or entity which acquires a controlling interest in, or substantially all of the assets of, a party. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Connecticut applicable to contracts made and to be performed entirely therein, without regard to the conflict of laws provisions thereof and each party agrees to be subject to the exclusive jurisdiction of the courts in the State of Connecticut if a suit is commenced in connection with this Agreement. Any notice or communication required or permitted under this Agreement shall be in writing and shall be deemed received (i) on the date personally delivered, (ii) the next day after sending if sent by e-mail, or any next-day carrier service, or (iii) the third day after mailing via first-class mail, return receipt requested, to a party at the address specified in the Agreement or such other address as the parties may designate from time to time. Either party may identify the other party as a contractor or client (using the other party’s name and logo) and generally describe the nature of the Services or relationship in promotional or marketing materials and presentations to current and prospective customers. All terms of this Agreement which, by their nature, are intended to survive termination of this Agreement will survive termination, including all payment obligations, use restrictions, confidentiality obligations, indemnification obligations, non-solicitation, choice of law and forum, effect of termination and general terms. No waiver of any term(s) will be valid unless in writing. Any forbearance or delay by either party in enforcing any of its rights hereunder will not be construed as a waiver of such right. This Agreement and any amendments hereto, including all Appendices hereto, may be executed in counterparts and will not be effective or enforceable until executed by both parties.

6. Default
Should either party remain in default of any of its obligations herein following fifteen (15) days’ notice thereof, the non-defaulting party may terminate this Agreement and may also recover all sums due hereunder, together with interest at the rate of twelve (12%) percent per annum, attorney's fees and all costs associated with enforcement of this Agreement. The rights hereunder shall be cumulative rather than exclusive and election of any remedy shall not serve to limit a party from pursuing any other remedy provided for under this Agreement or the laws of any state having jurisdiction over same.

7. Confidentiality
Blue Engine hereby agrees to use all Client Information solely for the purpose of rendering services to Client pursuant to its engagement hereunder. Except as contemplated by this Agreement or as required by applicable law, Blue Engine will not disclose such Client Information without the prior consent of Client. This restriction shall not apply to any Client Information: (a) that becomes known generally to the public; (b)was in Blue Engine’s possession prior to receipt from the Client; (c) is lawfully received independently from a third party who is not bound by an obligation of confidentiality owed to Client; or (d) for which disclosure is required by applicable law, legal process, or any order or mandate of a court or other governmental authority to be disclosed, provided, that in the case of clause (d),Blue Engine shall, unless otherwise prohibited from doing so, give the Client reasonable and prompt advance written notice of the circumstances requiring such disclosure (including the scope of such disclosure) so that the Client may seek an appropriate protective order and/or consider waiving the Blue Engine’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, Blue Engine is, in the opinion of Blue Engine’s counsel compelled to disclose any Client Information, Blue Engine may disclose only that portion of such information as is legally required without liability hereunder, as long as Blue Engine exercises its reasonable best efforts to obtain assurance that confidential treatment will be accorded such information and otherwise uses its reasonable best efforts to preserve the confidentiality of the other Client Information.

8. Non-Solicitation
Neither party shall, during the term of this Agreement and for a period of twelve (12) months thereafter, (the “Restricted Period”) knowingly solicit, hire, contract with, or engage the services of the other party’s employees, subcontractors, Blue Engines, or former personnel who directly provided or received the Services (each, a “Restricted Party”). The posting of a general solicitation or advertisement for a position by itself shall not be a violation of this provision, provided that services similar to the Services are not provided by a Restricted Party during the Restricted Period.

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