1. Scope of Services
1.1 The Consultant agrees to provide industrial manufacturing problem-solving, consulting, and support services (the “Services”) to the Client as described in the proposal or statement of work (SOW). 1.2 Services may include on-site support at Client facilities, implementation of software and hardware solutions, and other activities as specified in the SOW. 1.3 The Consultant shall perform the Services with the degree of skill, quality, and care ordinarily exercised by professionals in the same field under similar circumstances.
2. Client Responsibilities
2.1 The Client shall provide timely access to facilities, personnel, equipment, and information necessary for the Consultant to perform the Services. 2.2 The Client can designate a project manager or knowledgeable contact person to serve as the primary point of contact and to make timely decisions significant for the performance of the Services. 2.3 The Client is responsible for implementing any recommendations provided by the Consultant, unless otherwise specified in the SOW.
3. Fees and Payment
3.1 Fees for the Services will be as specified in the SOW. 3.2 The Consultant shall invoice the Client for Services performed. 3.3 Payment is due within 30 days of receipt of invoice uless otherwise agreed. 3.4 The Client shall reimburse the Consultant for reasonable expenses incurred in performing the Services, as outlined in the SOW.
4. Intellectual Property
4.1 The Consultant shall retain ownership of all pre-existing intellectual property. 4.2 Any new intellectual property developed specifically for the Client as part of the Services shall be owned by the Client, upon full payment of all fees. 4.3 The Consultant grants the Client a non-exclusive license to use Consultant materials provided as part of the Services for Client’s internal business purposes.
5. Confidentiality
5.1 Each party shall maintain the confidentiality of all non-public information disclosed by the other party in connection with the Services. 5.2 Confidentiality obligations shall survive termination of the engagement for a period of 3 years.
6. Limitation of Liability
6.1 The Consultant’s total liability arising out of the Services shall not exceed the amount of fees paid by the Client. 6.2 Neither party shall be liable for any indirect, incidental, special, or consequential damages.
7. Termination
7.1 Either party may terminate the engagement with 30 days written notice. 7.2 The Client shall pay for all Services performed through the effective date of termination.
8. Independent Contractor
8.1 The Consultant is an independent contractor and not an employee of the Client. 8.2 The Consultant is responsible for all taxes and benefits related to its personnel.
9. On-Site Support
9.1 When providing Support at Client facilities, the Consultant shall comply with Client’s reasonable site and safety regulations, provided in advance. 9.2 The Client shall provide necessary access, workspace, and resources for on-site Services as specified in the SOW.
10. Software and Hardware Implementation
10.1 For software and hardware implementations, the Client is responsible for providing appropriate IT infrastructure and support unless otherwise specified in the SOW. 10.2 The Consultant does not warrant third-party software or hardware but will assist the Client in obtaining and enforcing all applicable third-party warranties.
11. Problem-Solving Methodology
11.1 The Consultant will employ industry-standard problem-solving methodologies, such as Six Sigma DMAIC. 11.2 The Client agrees to actively participate in the problem-solving process, including providing necessary data and implementing agreed-upon solutions.
12. Governing Law and Dispute Resolution
12.1 This Agreement shall be governed by the laws of Tennessee.
ENTROPY 