Standard Terms and Conditions

AGREEMENT TERMS AND CONDITIONS

1. DESCRIPTION OF SERVICES. CD will provide the services specified in each Statement of Work for the Service Fees set forth in it. “Statement of Work” means each mutually agreed-on statement of work setting forth the Services, Fees, and a Description of the Additional Services in a form substantially similar to that in EXHIBIT A. “Service Fees” means the fees to be paid by the Customer to CD for the provision of the Services under this Agreement, as set forth in the applicable Statement of Work.
2. NEW STATEMENT OF WORK. The Customer may request additional Services at any time by delivering written notice and a description of the proposed additional Services to CD. CD and the Customer will then discuss in good faith and agree on the terms and conditions for the Statement of Work, including the applicable Service Fees. On both parties’ execution of a new Statement of Work (or Project Intake form), the new Statement of Work will become part of this Agreement. CD has the right, in its own discretion and without cause, to reject any new statements of work proposed by the Customer.
3. FEES AND EXPENSES. The Customer will pay to CD (a) the Service Fees set forth in each Statement of Work and (b) reimbursement for all reasonable out-of-pocket expenses incurred by CD in performing the Services, including without limitation travel and lodging expenses, long-distance calls, and material and supply costs. Customer acknowledges that the standard hourly rates of CD services may increase from time‑to‑time with prior notice to client.  Expenses incurred on behalf of Customer will be billed with a 10% markup.
4. INVOICES AND PAYMENT. Except as otherwise specified in a Statement of Work, CD will invoice the Customer for all Service Fees and other amounts due under this Agreement, and the Customer will pay CD all such amounts within thirty (30) days of receipt. Invoices unpaid and disputed balances for any Service Fees rendered by CD and other amounts shall incur a late fee of FIVE percent (5%) per month if not paid within thirty (30) days.
5. INDEPENDENT CONTRACTORS. CD’s relationship to the Customer is that of an independent contractor, and neither party is an agent or a partner of the other. CD will not have, and will not represent to any third party that it has, any authority to act on behalf of the Customer.
6. All notices, consents, and approvals under this Agreement must be delivered in writing by courier, by electronic facsimile (fax), or by certified or registered mail (postage prepaid and return receipt requested) to the other party at the address set forth below, and will be effective on receipt or three business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address by giving written notice of the new address to the other party.

Address for notices to Customer: As set forth in the “Statement of Work” or Project Intake Form.

Address for notices to Claims Delegates:

Claims Delegation LLC
20512 Nels Anderson Place, Bend, OR 97701
Fax: 541.833.6420

7. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
8. If any provision of this Agreement is unenforceable, that provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
9. FACSIMILE SIGNATURES. Facsimile transmission of any signed original document, and retransmission of any signed facsimile transmission, will be the same as delivery of an original. At the request of any party, the parties will confirm facsimile transmitted signatures by signing an original document.
10. FORCE MAJEURE. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if the delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of the party, on the condition that the party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
11. ATTORNEY FEES. If any arbitration, suit, or action is instituted to interpret or enforce the provisions of this Agreement, to rescind this Agreement, or otherwise with respect to the subject matter of this Agreement, the party prevailing on an issue will be entitled to recover with respect to such issue, in addition to costs, reasonable attorney fees incurred in the preparation, prosecution, or defense of such arbitration, suit, or action as determined by the arbitrator or trial court, and, if any appeal is taken from such decision, reasonable attorney fees as determined on appeal.
12. Any dispute, controversy, or claim arising out of or relating to this Agreement will be settled by arbitration. Unless the parties otherwise agree, the arbitration will be administered by Arbitration Services of Portland, Inc. Judgment on the award rendered by the arbitrator may be entered in the circuit court in the county in which the arbitration occurs, and the resolution of the disputed matter as determined by the arbitrator will be binding on the parties. Any arbitration will be conducted in Portland, Oregon.
13. PROPRIETARY INFORMATION. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement
14. GOVERNING LAW. This Agreement will be governed by the laws of the state of Oregon, excluding its conflict-of-laws principles that would require application of the laws of any other state.

ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties regarding the subject of this Agreement and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. In the event of any conflict between the express terms of this Agreement and a Statement of Work, the terms of this Agreement will govern but only to the extent of the conflict.