Terms and Conditions

Purchase of this service will constitute an agreement between Impact Virtual Services LLC (hereafter referred to as “Consultant”) and Company Represented by Purchaser (hereafter referred to as “Client”) regarding Consultant’s work for Client in providing association management and executive support services, and the production of any deliverables in conjunction with this engagement (the “Engagement”).

•Nondisclosure. Consultant agrees to hold and maintain confidential all information Client provides Consultant in conjunction with the Engagement. The Consultant shall not knowingly use, copy, or disseminate information Client provides Consultant, or any deliverables produced, other than to the Client. This obligation of the Consultant shall survive any expiration, termination, or cancellation of this agreement, and shall remain in full force.

•Ownership. Consultant agrees that the production of deliverables shall be defined as work-for-hire, and that all ownership rights thereof shall become the property of the Client or its assigns upon satisfactory payment for services rendered.

•Return of materials. Consultant agrees, after payment in full for services rendered, to return any and all materials provided for use in the production of the deliverables.

•Independent Contractor. Consultant acknowledges that it is acting as an independent contractor with respect to any and all services performed under this Agreement. The Consultant will provide all of its own necessary equipment and supplies to complete the work. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee. From any amounts due Consultant, there will be no deductions for federal income tax or FICA payments, nor for any state income tax, nor for any other purposes which are associated with an employer-employee relationship unless required by law. Payment of federal income tax, FICA payments, and state income tax are the responsibility of the Consultant.

•Dispute Resolution. Consultant and Client agree that the exclusive jurisdiction for any dispute arising from this Subcontracting Agreement shall be the Circuit Court for Dane County, Wisconsin.  In the event Client fails to pay for services rendered hereunder, Client agrees that Consultant may recover its actual costs of collection, including its actual and reasonable attorneys’ fees.

•Covenant Not To Compete. During the term of this Agreement and for a period of one (1) year thereafter, Client may not directly or indirectly, either for his/her own account, or as a partner, shareholder, officer, director, employee, agent or otherwise; own, manage, operate, control, employ, participate in, consult with or engage services from any Employee of Impact Virtual Services LLC (Consultant). Client agrees that he/she is not permitted to contact, whether directly or indirectly, any of Consultant’s Employees to discuss further employment or employment terms in existence.Should Client breach this Section or hire or contract with an Employee of Consultant (the “Former Employee”) during the time period set forth in the previous sentence, Client shall pay Consultant a placement fee amounting to the Former Employee’s salary and benefits for the prior twelve (12)-month period. Both parties agree that damages pursuant to this Section may be difficult or impossible to ascertain, and that the placement fee set forth in the previous sentence is a reasonable pre-estimate of the applicable damages and shall be deemed liquidated damages and not a penalty.