Terms & Conditions of Service

By execution of a Pocketbook Strategies, LLC (“Pocketbook”) proposal (the “Proposal”), the Client set forth on the signature page to the Proposal (“Client”) accepts and agrees to, and intends to be legally bound by, these Services Agreement Terms (also referred to as this “Agreement”), as of the date of execution of the Proposal.

1. Services to Be Performed

Pocketbook shall provide the professional services (the “Services”) set forth in the Proposal

Client acknowledges that the services provided under this Agreement are outlined in the agreed-upon Proposal, which defines the scope of work and associated fees. Any additional or different work requested by the Client that falls outside the scope of the agreed-upon services, as reasonably determined by Pocketbook, shall be considered “out-of-scope work.” In the event that the Client requests or Pocketbook performs out-of-scope work, Pocketbook shall be entitled to bill for such work at the hourly rates set forth in the Proposal. Pocketbook shall endeavor to notify the Client in advance of commencing any out-of-scope work and provide a reasonable estimate of the time required.

Notwithstanding anything to the contrary, express or implied, any participation of Pocketbook in a governmental or similar investigation, such as the preparation of reports or filings, or communications or participation in meetings with your organization or counsel, will be considered an additional deliverable and billed on an hourly basis, except and solely to the extent that the investigation is a direct result of Pocketbook’s gross negligence or willful misconduct.

Client understands and agrees that any out-of-scope work will be billed separately from the agreed-upon Monthly Fees and shall be payable within 15 days of invoice, as specified in the Proposal.

Client understands and agrees that Pocketbook holds no obligation to provide any Services when any outstanding payment from the Client remains due and unpaid in accordance with this Agreement. The deferral, postponement, or suspension of Services by Pocketbook due to the Client's failure to meet payment obligations will extend the due dates of deliverables and Services, impacted by such suspension or delay, if elected by Pocketbook. If work is delayed at the request or due to the action or inaction of the Client, Pocketbook reserves the right to invoice the Client for fees and expenses incurred up to and including the point of postponement and, in addition, Pocketbook may elect to terminate this Agreement.

Client understands that accounting, campaign finance compliance, payroll, bill pay, and tax management services are ongoing processes and as such any delivery dates set forth in the Proposal for Services are guidelines, not deadlines. Monthly fees retain Pocketbook’s services and, except as expressly set forth in the Proposal, do not pertain to specific deliverables, reports, or services within a billing cycle (which shall be considered out of scope work above).

Presentation and training services will be at mutually agreed upon locations and dates.

2. Payment

In consideration for the Services, Client agrees to pay Pocketbook the fees set forth in the Proposal, in accordance with the payment terms set forth in the Proposal. Pocketbook’s invoices should include the following: an invoice number, the dates covered by the invoice (if applicable), and a summary of the work performed. If the Client fails to remit payment in accordance with the stipulated payment terms, the Client shall incur late fees in the amount of 2% per month (or part thereof) on the total sum indicated on any invoice paid later than thirty (30) days from the invoice date. Client shall bear all costs and expenses, including but not limited to attorneys' fees, court costs, or collections fees, incurred by Pocketbook to facilitate the collection of outstanding Fees or expenses incurred on Client’s behalf or with enforcing any of its rights under this Agreement.

Pocketbook shall furnish Client with a complete and executed IRS Form W-9 upon execution of this Agreement.

Pocketbook agrees to all of the following:

a) Client will not: (i) withhold FICA (Social Security and Medicare taxes) from Pocketbook's payments or make FICA payments on Pocketbook's behalf (or on behalf of any of Pocketbook’s employees); (ii) make state or federal unemployment compensation contributions on Pocketbook's behalf (or on behalf of any of Pocketbook’s employees), or (iii) withhold state or federal income tax from Pocketbook's payments.

b) Pocketbook shall pay all taxes incurred while performing the Services —including all applicable income taxes and, if applicable, self-employment (Social Security) taxes. Upon demand, Pocketbook shall provide Client with proof that such payments have been made.

c) Pocketbook understands that neither Pocketbook nor Pocketbook's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client.

Client acknowledges and agrees that Pocketbook, as part of its commitment to providing high-quality services, will conduct quarterly reviews of the billing, services, and fee schedule associated with this Agreement. These reviews aim to ensure that the services provided align with the Client's evolving needs and the changing business landscape. Pocketbook will communicate any proposed adjustments resulting from these reviews to the Client, along with an explanation of the rationale behind such adjustments. The Client understands that any modifications to billing, services, or the fee schedule will be implemented with mutual agreement between both Parties. These reviews and adjustments, if any, will facilitate a transparent and collaborative engagement that best serves the Client's interests.

The Parties agree that Pocketbook may propose a change to the monthly fees by written notice to Client, including, among other things, if Client loses or changes the initial Client point person for the Services or if Pocketbook determines to charge a fee for use of its or its licensed technology or software. If Client does not object to the change by the date that is thirty (30) days after the date of such notice (the “Modification Date”), the modification shall take effect as of the first of the month following the Modification Date, except that in the event of loss or change to the point person the modification shall take effect immediately on notice from Pocketbook (which shall be considered in that case the Modification Date) unless Client objects at that time. If Client does object, Pocketbook shall have the right to terminate this Agreement, effective as of the Modification Date.

Notwithstanding the foregoing, for as long and to the extent that the Services include bill payment and banking services, Client hereby authorizes Pocketbook to exercise its power as part of such services to pay Pocketbook’s invoices by the due date of said invoice in the absence of an objection from Client, without requesting approval on an invoice by invoice basis.

3. Expenses

Client will reimburse Pocketbook for Pocketbook’s out-of-pocket expenses directly incurred in performance of the Services. Pocketbook shall submit an itemized statement of Pocketbook’s expenses with the next invoice submitted to Client pursuant to the Agreement. Pocketbook will request Client’s pre-approval on all reimbursable expenses. In the event Pocketbook incurs or will incur expenses, including, without limitation, credit card charges, on behalf of Client, Pocketbook may from time to time require Client to pay a reasonable deposit in respect of the anticipated expenses or charges, which Pocketbook may apply to the payment of the expenses or charges when incurred by Pocketbook.

4. Equipment

Pocketbook will furnish all vehicles, equipment, tools, and materials used to provide the services required by this Agreement, except that, for presentation and training services, Client will be responsible for providing Pocketbook access to and use of the Client’s or other locations and will furnish such equipment and other resources as Pocketbook reasonably requests in connection with its performance of such services. Client will not require Pocketbook to rent or purchase any equipment, product, or service as a condition of entering into this Agreement. Virtual presentations and trainings will be hosted on a platform determined by Pocketbook, through an account managed by Pocketbook, unless agreed to by Pocketbook. Virtual services will not include technical support from Pocketbook to Client participants.

5. Client Permission

Pocketbook and Client understand and agree to the following permissions and acknowledgments to facilitate the effective provision of services:

a) Client hereby grants Pocketbook full and unequivocal authorization to act as its authorized representative, with the specific authority to sign documents on behalf of the Client. This authorization extends to any and all documents that pertain to the Client's business operations, transactions, or other matters necessary for the fulfillment of services outlined in this Agreement. Pocketbook shall exercise this authority with care and diligence, ensuring that all signed documents align with Pocketbook’s understanding of the Client's best interests and the objectives of this engagement.

b) Client authorizes Pocketbook to collaborate closely with the Client's team in interactions with outside vendors. This collaboration encompasses the ability to engage in discussions, negotiations, and the execution of contracts and agreements in the course of business.

c) Client acknowledges and grants Pocketbook explicit authorization to execute all financial actions necessary for the effective management of the Services under this Agreement, including but not limited to:

Pocketbook is authorized to facilitate and execute internal transfers between the Client's designated bank accounts to optimize financial liquidity and management.
Pocketbook is authorized to make payments to external vendors and service providers on behalf of the Client. These payments may encompass a wide range of business-related expenses, including but not limited to goods, services, utilities, and contractual obligations related to the Services under this Agreement.
Pocketbook is authorized to process payroll and benefits payments to ensure timely compensation and benefits disbursement to the Client's employees. This includes managing deductions, taxes, and other relevant financial aspects.
In cases where fees for Pocketbook's Services are not already included within the terms of this Agreement, the Client authorizes Pocketbook to deduct and process its fees as agreed upon in accordance with the fee schedule outlined in this Agreement.

d) Client grants Pocketbook permission to set up, manage, and alter bank accounts on behalf of the Client as necessary to fulfill the agreed-upon services. Pocketbook will notify Client in writing at least 24 hours prior to any alterations.

e) Client acknowledges that Pocketbook may, when deemed necessary for operational efficiency, grant provisional access to its employees to carry out specific tasks related to the engagement.

These permissions and acknowledgments are essential to facilitate the efficient provision of Services and are agreed upon by both Pocketbook and the Client.

Pocketbook and the Client acknowledge that certain events and circumstances, such as overdrawn bank accounts or unforeseen financial issues, may arise during the course of business that are beyond the control of either party. Pocketbook shall make reasonable efforts to promptly address and resolve such issues.

Client is responsible for promptly notifying Pocketbook of any financial concerns or issues that may impact the Services. Pocketbook shall not be held responsible for events or matters outside of its control or for issues that arise due to a lack of timely communication or are otherwise caused by the Client.

Pocketbook shall contemporaneously notify the Client of any actions taken in response to such unforeseen events or circumstances, keeping the Client informed throughout the resolution process.

Client represents and warrants that Client's Board or other governing body has adopted resolutions that enable Client to provide Contractor with the authorizations and rights described in this Agreement. Client agrees to provide Contractor with a copy of such resolutions upon request.

6. Hiring of Personnel

a) Client acknowledges that it has engaged Pocketbook to provide the Services because of Pocketbook’s expertise and experience in providing such Services. Pocketbook expends substantial time and resources in recruiting and training its employees, and/or engaging contract personnel, to provide exceptional service to its clients. In recognition of Pocketbook’s efforts and expenditure of resources to hire its employees and engage its contract personnel, during the term of this Agreement and for a period of twelve (12) months after its termination or completion of services hereunder, Client agrees that it will not hire or engage any current or former employees or contract personnel of Pocketbook, or advise or assist others to do the same, unless:

(i) Client has obtained the prior written consent of Pocketbook; and.
(ii) Client has paid to Pocketbook an additional fee equal to [30% of the agreed upon first-year total compensation to be paid to Pocketbook’s former employee or contract personnel], prior to the current or former Pocketbook employee or contract personnel’s expected start date with Client.

b) The parties agree that a breach of this Section 6 may give rise to irreparable harm to Pocketbook and acknowledge that remedies other than injunctive relief may not be adequate. Accordingly, in the event of a breach of this Section 6, Pocketbook has the right to seek equitable and injunctive relief, as well as to seek appropriate monetary damages.

7. Independent Contractor Status

Pocketbook is an independent contractor, and neither Pocketbook nor Pocketbook's employees or contract personnel are or shall be deemed Client's employees. In its capacity as an independent contractor, Pocketbook agrees and represents, and Client agrees, as follows:

a) Pocketbook has the right to perform services for others during the term of this Agreement.

b) Pocketbook has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed, including the right to hire assistants as sub-contractor or to use employees to provide the services required by this Agreement.

c) Neither Pocketbook nor Pocketbook's employees or contract personnel shall receive any training from Client in the professional skills necessary to perform the services required by this Agreement.

d) Neither Pocketbook nor Pocketbook's employees or contract personnel shall be required by Client to devote full time to the performance of the services required by this Agreement.

8. Business Licenses, Permits, Certificates, and Insurance

Pocketbook represents and warrants that Pocketbook and Pocketbook's employees and contract personnel will comply with all federal, state, and local laws requiring drivers and other licenses, business permits, and certificates required to carry out the services to be performed under this Agreement.

9. Confidentiality and Non-Disparagement

Pocketbook will hold in confidence any and all Confidential Information of Client and not disclose to any other person, including its own employees, agents, and volunteers, except on a need to know basis for the performance of the Services, or any third party, without written permission of the Client. Pocketbook’s confidentiality and nondisclosure obligation shall terminate at the expiration of this Agreement or by the mutual written agreement of the Parties that subsequent communications and activities shall not be covered. However, the confidentiality and nondisclosure obligation as it pertains to any and all Confidential Information heard, viewed, or otherwise received prior to the termination of this agreement shall continue in perpetuity, except only to the extent that Pocketbook can prove such information was either publicly available or Pocketbook’s own proprietary information without any reference reasonably construed to identify Client.

Confidential Information shall mean all nonpublic information, including without limitation, that which is verbal, written, or in other physical or electronic form, and is

(a) Technical and nontechnical information including, without limitation, proprietary information, techniques, know-how, processes, software programs, software source documents, and formulae related to the current, future, and proposed products and services of Client, and includes, without limitation, financial information, donor information, customer lists, business forecasts, sales and merchandising, and marketing plans and information;

(b) Information related that would identify a client of any one of Client’s programs;

(d) Disclosed verbally or in writing as "Confidential." The provisions of this Section shall survive termination of this Agreement as set forth above.

Neither party, either directly or indirectly, and either during or after the term of this Agreement, shall disparage, criticize or ridicule the other party or any affiliated or related entity.

10. Publicity

Pocketbook agrees not to disclose, for publicity purposes, any information about any work it performs for Client to any third party unless authorized in writing by Client to do so. Client agrees that Pocketbook may use factual information regarding the existence and purpose of the relationship that is the subject of this Contract for legitimate business purposes, to satisfy any reporting and funding obligations, or as required by applicable law, regulation, without written permission from Client. In any such statement, the relationship of the Parties shall be accurately and appropriately described. The provisions of this Section shall survive termination of this Agreement.

11. Term; Termination

This Agreement and Pocketbook’s engagement shall continue in force and effect until such date that this agreement is terminated under this Section. This Agreement may only be terminated by the Parties only as follows: (a) either party may terminate with or without cause upon sixty (60) days written notice of termination to the other party; and (b) in the event of a material breach of this Agreement by the other party, either party may terminate this Agreement immediately by giving written notice to the other party.

Pocketbook shall have the right to immediately terminate this Agreement by providing 5 days written notice of termination to the other party in the following circumstances: (a) the Client engages in any act or omission that, in Pocketbook's reasonable business judgment, may bring disrepute upon Pocketbook or its officers, directors, or employees; or (b) the Client insists on a course of action under this Agreement that Pocketbook reasonably believes would be contrary to the best interests of either the Client or Pocketbook; or (c) the Client commits any illegal act or engages in any illegal course of conduct.

Pocketbook has a zero-tolerance policy with regard to sexual and unlawful harassment and is firmly committed to maintaining a workplace free from harassment of any kind. In this connection, Pocketbook expressly prohibits any form of sexual or unlawful harassment based upon race, creed, color, religion, sex, national origin, sexual orientation, gender expression or identity, age, disability, marital status, domestic violence victim status, genetic information, military or veteran status, or status in any group protected by federal, state or local law. Pocketbook expects all who are affiliated with Pocketbook to uphold its zero-tolerance standards against sexual and unlawful harassment, including Pocketbook employees, interns, volunteers, directors, supervisors, independent contractors, or other non-employees who conduct business with Pocketbook. Accordingly, Pocketbook may terminate this Agreement immediately, without prior notice, if it determines that Consultant has engaged in any sexual or other unlawful harassment.

Upon termination of this Agreement, whether for convenience or cause:

(a) Pocketbook shall promptly return any and all client data, materials, documents, or assets in its possession to the Client.

(b) Pocketbook shall cooperate with the Client in the orderly transfer of ongoing work to another party, as designated by the Client, to ensure minimal disruption to the Client's operations.

(c) Any fees or expenses owed to Pocketbook for work performed prior to the effective date of termination shall remain due and payable by the Client as outlined in this Agreement, provided that Client may withhold payment in the event of a material breach by Pocketbook to the extent of harm caused to Client as a result of such breach

(d) Any obligations and rights that, by their nature, should survive termination (including, but not limited to, Section 12, Section 13, those pertaining to confidentiality, indemnification, intellectual property, and dispute resolution) shall continue to be binding upon the parties after termination.

Client shall have the right to cancel or reschedule any presentation or training upon written notice to Pocketbook, provided that (i) if such notice is given less than 30 days prior to the scheduled date, Client will be responsible for all fees for the service and will not be entitled to a refund of any deposit or prepaid fees, (ii) if such notice is given between 30 and 60 days prior to the scheduled date, Client will be responsible for 50% of all fees for the service and will be entitled to a refund of any deposit or prepaid fees in excess of such amount, and (iii) if such notice is given 60 days or more prior to the scheduled date, Client will not be responsible for any fees for the service and will be entitled to a refund of any deposit or prepaid fees in respect of the training.

If fewer than 60% of the expected number of participants are in attendance for a scheduled presentation or training, Pocketbook will have no obligation to conduct the presentation or training and the presentation or training will be deemed to have been canceled by Client with less than 30 days prior notice. If any presentation or training has not taken place within 60 days from the scheduled date, other than as a result of cancelation by Pocketbook, Pocketbook will have no obligation to provide the training and Client will not be entitled to a refund of any deposit or prepaid fees. Pocketbook shall have the right to cancel any presentation or training upon written notice to Client, provided that (i) prior to canceling a training, Pocketbook will use reasonable efforts to provide advance notice to Client and to reschedule the training with Client, and (ii) Client will be entitled to a refund of any deposit or prepaid fees in respect of the canceled training.

12. Indemnification

Client hereby waives all claims against Pocketbook for any and all claims, demands, suits, actions, liabilities, losses, costs, expenses (including reasonable outside counsel fees), damages or recoveries (“Damages”) which arise out of or in connection with the matters covered by this Agreement, except to the extent such Damages arise from Pocketbook’s gross negligence or willful misconduct.

Client shall indemnify, defend and hold harmless Pocketbook and its members, managers, employees, contractors, agents and representatives (“Representatives”) from and against any and all Damages arising out of (i) any misrepresentation, breach of covenant or other breach of this Agreement by Client or its Representatives, (ii) any negligent, wrongful or improper act or omission of Client or its Representatives, (iii) any acts or omissions of Pocketbook taken or omitted at the direction or request, or based on the approval or feedback, or with the knowledge, of Client, (iv) any Data (defined below) provided by or on behalf of Client or any information or materials included in work product of Pocketbook accepted by Client, (v) any matter in this Agreement for which Pocketbook has no liability, including, without limitation, those set forth in Section 16, or (vi) in the event that Client registers with the Federal Election Commission and Pocketbook or any of its Representatives serves a Treasurer or in any other office with Client, any matter, act or omission of Pocketbook or its Representatives to the extent based on or arising wholly or substantially out of their role as an officer of Client, including, without limitation, their filing of any campaign finance report. The indemnification set forth in this Section 16 will be in addition to any other rights and remedies and will be subject to the liability limitations and exclusions set forth in this Agreement.

Pocketbook shall not be liable under any circumstances for any incidental, special or consequential damages, including loss of revenue, loss of profits, loss of clients or loss of goodwill, regardless of the foreseeability of such damages.

Except for Damages arising out of Pocketbook’s gross negligence or willful misconduct, in the event Pocketbook shall be liable for any reason to Client in connection with this Agreement, then the liability of Pocketbook shall not exceed, in the aggregate, the fees paid to Pocketbook under this Agreement.

13. Intellectual Property

Pocketbook shall retain the ownership of any and all intellectual property that it owned prior to entering into the Agreement or that it develops separately from the provision of the Services. Pocketbook will be the owner of any new intellectual property developed as part of the Services, including, without limitation, any materials created or provided in connection with, or any recording of, any presentation or training (“Presentation IP”), provided that Pocketbook agrees (1) except with respect to Presentation IP, to grant a perpetual, irrevocable, royalty-free license to Client to use, copy, distribute, or create derivative works from such intellectual properly created for Client exclusively for its internal purposes, and (2) Pocketbook agrees that any further use of such intellectual property will be subject to Pocketbook’s obligations of confidentiality under this Agreement and, as such, Pocketbook will redact any and all information regarding Client before using such intellectual property in other engagements. With respect to any distribution or use of intellectual property delivered as part of the Services, Client agrees that it shall provide credit to Pocketbook as the author of such intellectual property. Such credit will refer to Contractor as “Pocketbook Strategies”. With respect to Presentation IP, Pocketbook licenses to Client, for a period of eighteen (18) months from the date of delivery, the right to use Presentation IP provided to Client solely for Client’s internal use for the purposes for which the Presentation IP is intended. Client may not alter or modify any Presentation IP or create any copy, derivative, competitive or Client’s own works of or from Presentation IP.

Pocketbook may record (in any format or media) any presentation or training service, virtual or otherwise. Pocketbook will not knowingly share the recording with third parties, except to respond to legal requests or orders, to cooperate with law enforcement or other governmental authorities, to comply with applicable law, or to enforce Pocketbook’s legal rights (including to provide evidentiary support for or in response to any claim or dispute). Client may not, and Client will ensure that its staff and participants in the presentation or training do not, record any presentation or training without prior written permission of Pocketbook.

14. Research

Client acknowledges and agrees that Pocketbook may, during the term of this Agreement, utilize the data accessible through the Client's financial information (e.g., transaction amount, date, time, frequency and methods; error rates; category of expenses; for the exclusive purpose of conducting research (e.g. payroll trends, process efficiency metrics, and forecasting) related to the Services provided by Pocketbook in the manner provided in this Section.

The data will be anonymized and aggregated amongst all client data, ensuring individual client identities and any identifying details about a particular transaction remain confidential. Pocketbook reserves the right to publish conclusions or research findings derived from the anonymized and aggregated data to the public, provided that it will not disclose the underlying data. The intent of such publication may be to contribute insights specifically related to the Services offered by Pocketbook,to provide valuable information that may enhance the understanding and improvement of those Services, or to educate the general public or specific organizations.

Client's specific financial information will not be disclosed, and all efforts will be made to ensure the confidentiality and privacy of individual client data, with a focus on advancing the quality and effectiveness of the Services provided by Pocketbook.

15. Data.

Client will provide, directly or through access to Client's financial institutions or platforms, and permits Pocketbook to use, such materials, information, documents, data or other resources (“Data”), in formats required by Pocketbook (including, without limitation, applicable log in codes), as Pocketbook may request in order for Pocketbook to provide the Services. Client represents, warrants and agrees that (i) all Data provided by or on behalf of Client shall comply with applicable laws and will not infringe upon or violate any patent, copyright, trademark, privacy or other right of any third party, (ii) all Data provided by Client or on Client’s behalf will be true, correct and complete, and (iii) Pocketbook will be entitled to rely on, and will have no liability arising out of, any Data provided by Client or on Client’s behalf.

Client agrees to collect and provide Pocketbook with complete and accurate registration data for all individuals who attend any training sessions, workshops, or events facilitated or organized by Client. This data shall include, at a minimum, each attendee’s full name, email address, organizational affiliation (if applicable), and role or title, unless otherwise mutually agreed in writing.

Client shall deliver the draft registration data to Pocketbook in a timely manner no later than five days prior to the training session, workshop, event, and final registration data no later than five business days following the conclusion of each training session, workshop, or event. The data shall be submitted in a digital format, such as a spreadsheet or CSV file.

No mobile information will be shared with third parties/affiliates for marketing/promotional purposes. All other categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.

16. Exclusions.

Pocketbook shall have no liability (i) if Client has breached this Agreement, (ii) if there has been any modification of the Services of Pocketbook, (iii) with respect to any Data or other information or materials provided by or on behalf of Client, (iv) unless Pocketbook has knowledge that such information or materials violates applicable law or infringes the rights of a third party, with respect to any information or materials obtained by Pocketbook from third parties or third party research or resources and included in the Services, (v) with respect to any aspect of the Services that is accepted by Client or is based, in whole or in part, on any direction, request, approval or feedback of Client, whether in the creation or use of the Services or otherwise, or (vi) arising out of, any matters or circumstances relating to Client’s business, including Client’s use of the Services, and notwithstanding any advice, deliverable, recommendation or requirement of Pocketbook.

17. Systems.

Client consents to Pocketbook’s use of third-party platforms, systems and applications, such as Gmail. Google Docs and Google Drive, for communication and file storage and agrees that Pocketbook shall have no responsibility or liability in connection with any such third party platforms, systems or applications. In addition, Pocketbook shall have no responsibility or liability (and will not be in breach of its confidentiality obligations) in connection with any accidental, unauthorized or unlawful use, access, disclosure, modification or loss of Client information, Data or materials, except to the extent caused by an Pocketbook’s gross negligence or willful misconduct.

Client shall obtain the binding agreement of any individual whose personal data Client provides to Pocketbook that authorizes the release to, and use by, Pocketbook of such data and releases Pocketbook from such use of such data, including, without limitation, the security of such data, except to the extent caused by Pocketbook’s gross negligence or willful misconduct.

18. General Provisions

a) Any controversy, claim, or dispute between the Parties arising from or related to this Agreement that cannot be resolved through discussions between the Parties must be submitted to mediation before a single mediator mutually agreed to by the Parties. If the claim or dispute is not resolved through mediation, it will be submitted to legally binding arbitration before an arbitrator mutually agreed to by the Parties. The arbitration will be governed by the rules of the American Arbitration Association. Binding arbitration under this provision is the sole and exclusive remedy for resolving any such dispute or claim, and no party has right to a trial in the civil courts or any right to appeal the arbitrator’s decision, except as may be permitted by the arbitration rules. Judgment upon the award rendered by the arbitrator may be entered in any court otherwise having jurisdiction thereof. The Parties will evenly split the costs of the arbitration. Each mediator and arbitrator under this provision must be an attorney who has been licensed to practice law in the state of California or any other state for at least 10 years. If the Parties cannot agree upon a qualified mediator or arbitrator, each party will select a qualified person and those two (2) will select a third qualified person to be the sole mediator or arbitrator. Notwithstanding the above, neither party is prevented from obtaining injunctive or other equitable relief from a court of competent jurisdiction pending the resolution of a dispute through mediation or arbitration.

b) This Agreement, together with the Proposal, is the entire Agreement between Pocketbook and Client. Except as provided in his Agreement, a Proposal may be modified only in writing, and signed by both Parties. This Agreement, however, may be changed by Pocketbook from time to time. Such changes will be effective upon notice to Client, including by email, and posting of such changes on Pocketbook’s website. Client’s continued use or acceptance of any Services following such notice and posting of changes will constitute Client’s acceptance and agreement to be legally bound by any such changes.

c) This Agreement shall be governed in all respects by the laws of California without reference to its conflict of laws principles.
d) If one or more provisions of this Agreement are held to be unenforceable under applicable law, then (i) such provision will be excluded from this Agreement, (ii) the balance of the Agreement will be interpreted as if such provision were so excluded and (iii) the balance of the Agreement will be enforceable in accordance with its terms.

e) This Agreement does not create a partnership relationship.

f) Any notice required or permitted under this Agreement shall be delivered by (i) email to the email addressee below, provided the transmission is delivered with no indication of failure; (ii) hand delivery to the addressee at the address below; (iii) overnight delivery service to the addressee at the address below; or (iv) certified mail, return receipt requested, to the addressee at the address below. The notice shall be deemed delivered on the same date (if delivered by email or hand delivery), the day after (if by overnight service), or three days after postage in the U.S. mails (if by certified mail).

Client:

___________________

Pocketbook: Howie Stanger

265 S Western Ave, #741070 Los Angeles, CA, 90004

howie@pocketbookstrategies.com

19. No Assignment without Consent.

Except for assignment to a related entity under common ownership and control with the assignor, this Agreement is not assignable by either party without the written consent of the other, provided that such consent shall not be unreasonably withheld, conditioned, or delayed, and that the assignor and assignee will remain fully, jointly, and severally liable for all the assignor’s obligations hereunder.

20. Counterparts and Copies

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Electronically transmitted or reproduced copies of signed documents are valid to the same extent as though bearing original signatures.

21. Insurance

Client shall maintain liability insurance coverage with minimum limits of $50,000 per occurrence and $1,000,000 in the aggregate, naming Pocketbook Strategies as an additional insured. Furthermore, Client shall maintain workers’ compensation insurance in compliance with federal and state laws and regulations.

22. Scope of Services

Any information, advice, or counsel provided by Pocketbook or its principals or agents is strictly informational and of a general nature. The Client is hereby advised to seek professional counsel from qualified attorneys, tax experts or other professionals regarding any legal or tax issues. The Client is therefore responsible for consulting those experts when tax or legal advice is needed.