STANDARD TERMS AND CONDITIONS 

These Standard Terms and Conditions (“Standard Terms”) govern all Service Agreements (the “Agreement”) between BIS and Client that reference or incorporate by reference these Standard Terms. 

1. Definitions; Conflicts. Unless otherwise defined in the Agreement, words and phrases shall have the meaning set forth in these Standard Terms. If any provision of these Standard Terms conflicts with a provision of the Agreement, the latter shall control. 

2. Promotional Rights. BIS may list Client as one of its clients on its webpage or in any other marketing materials. Client may opt out of this at any time.

3. Confidentiality. Both Parties shall maintain as secret and confidential all information heretofore or hereafter acquired, developed, or used by each other in relation to their respective businesses (all such information, other than the specific exceptions described below in this Section, is hereinafter referred to as “Confidential Information”). Confidential Information of BIS includes the BIS Materials. The Parties recognize that, by performing the services under this Agreement, one party may acquire Confidential Information of the other party. All such Confidential Information is the property of the disclosing party, and the parties agree that: (i) they shall never disseminate any Confidential Information obtained during the Term of this Agreement without the written consent of the disclosing party; (ii) they shall exercise all diligent precautions to protect the integrity of Confidential Information; and (iii) upon termination of this Agreement to return the Confidential Information of the other party in its possession. The restrictions set forth in this Section shall not apply to any part of the Confidential Information which: (i) is, at the time it is received, a part of the public domain or thereafter becomes a part of the public domain through no violation of this Agreement; or (ii) was in the lawful possession of the recipient prior to its disclosure and was not then subject to any obligation of confidence under this Agreement.

4. Outcomes Not Guaranteed. The Parties recognize that although the Client may have contracted with BIS for a specific business goal (such as doubling sales, reducing overhead by 10% or increasing productivity of 50%) BIS does not and cannot guarantee the achievement of any particular business goal.

5. Meetings; Scheduling. All Services will be performed at an agreed upon location or by teleconference and/or video conferencing. Except in cases of emergency, scheduled advisory sessions with BIS must be attended or will be deemed forfeited. If Client provides at least seven (7) days prior written notice of the need to reschedule a session, or as much notice as is possible in an emergency, BIS may, in its sole discretion, provide an exception and permit the session to be rescheduled. Conferencing sessions may be recorded, and such recordings may be used by BIS to support the Client. Client may opt-out of such recordings at the beginning of any such video-conferencing session.

6. Renewals; Amendments to Scope of Services. If any change in terms or pricing will become effective upon the next Renewal Term, BIS will notify Client of the upcoming renewal date and change in terms of pricing, as applicable, that will become effective upon renewal. 

7. Suspensions. Subject to BIS’ written consent, Client may suspend the Services under this Agreement for a period of time agreed upon by the parties. During such period, no additional fees will be charged and BIS shall have no obligation to provide Services. The then-current Term of the Agreement will automatically extend for a period equal to the duration of the suspension.

8. Travel Expenses. Client will reimburse BIS for reasonable pre-approved travel, lodging and meal expenses, and such other reasonable costs and expenses as BIS may incur in connection with the performance of Services. In lieu of itemized expenses of less than $100 each, BIS may apply a per diem rate to cover out-of-pocket expenses incurred during pre-approved travel.

9. License in BIS Materials. In connection with the Services or on a stand-alone basis, BIS may provide training materials and other content in written, audio or video-format (collectively “BIS Materials”). During the Term and subject to Client’s compliance with the Agreement, including these Standard Terms, BIS hereby grants to Client a limited, revocable, non-exclusive, non-sublicensable right to access and use the BIS Materials for its own internal business purposes. Subject to the foregoing, Client is permitted to use, copy, distribute, and/or modify BIS Materials that are created or customized by BIS specifically for Client (“Customized Materials”). Client may not, and will not permit any third party to: (a) resell, license, or provide unauthorized access to the BIS Materials, (b) copy, reproduce, modify, adapt, translate, or otherwise create derivative works of BIS Materials that are not Customized Materials; (c) use the BIS Materials in a manner that violates applicable laws, regulations, or ordinances; (d) rent, lease, sell, assign, or otherwise transfer rights in or to the BIS Materials; or (e) remove any copyright or other notice of BIS placed on the BIS Materials. The BIS Materials are the protected intellectual property of BIS, and no rights are transferred in the BIS Materials except as expressly provided in this Agreement.

10. Termination. 

1. For Cause. Except for the Client’s failure to pay fees, either party may terminate the Agreement for cause upon a material breach by the other party, provided that the non-breaching party provides prompt written notice of such breach. If the breaching party fails to cure such breach within thirty (30) days of receipt of such notice, the other party may, by written notice, terminate this Agreement. If Client fails to timely pay fees due under the Agreement, BIS may, in its discretion, immediately suspend the Services until payment is received and/or terminate the Agreement. 

2. Post Termination Obligations. Client will pay BIS all fees that are due, or will become due, on or before the effective date of Termination. Upon the termination or expiration of the Agreement, all Services will end. 

11. Payment.There are no refunds for fees paid to BIS. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorney fees and collection costs. Client shall be responsible for all taxes associated with Services, including sales and use taxes, if any.  

12. Notices. The parties agree to receive and accept all notices permitted or required under the Agreement via the email reflected in the signature page of the Agreement with a copy of such notice sent via certified mail or common carrier to the address reflected on the signature page of the Agreement. All such notices shall be effective upon sending the notice via email, except if the sender received a notification that the email was not delivered then the notice shall be effective upon depositing the notice with the U.S. Postal Service or common carrier. Either party may update their email address or address upon notice to the other party. 

13. NO HIRING OF BIS EMPLOYEES OR CONTRACTORS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT AGREES NOT TO HIRE, OR TO CAUSE ANY THIRD PARTY TO HIRE, ANY EMPLOYEE OR CONTRACTOR OF BIS FOR A PERIOD OF TWO (2) YEARS FROM THE TERMINATION OR EXPIRATION DATE. THE PARTIES RECOGNIZE THAT (i) BIS REPUTATION DEPENDS ON RETAINING QUALITY, TALENTED EMPLOYEES AND CONTRACTORS; (ii) THE LOSS OF ANY EMPLOYEE OR CONTRACTOR MAY ADVERSELY AFFECT PROJECTS BIS HAS CONTRACTED FOR; AND (III) THE LOSSES TO BIS’S BUSINESS AND REPUTATION WILL BE LARGE. CONSEQUENTLY, THE PARTIES AGREE THAT IF CLIENT BREACHES THIS SECTION BY HIRING AN EMPLOYEE OR CONTRACTOR OF BIS, ACTUAL DAMAGES MAYBE BE DIFFICULT TO PROVE, AND THE PARTIES AGREE THAT CLIENT SHALL PAY TO BIS, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, $300,000.00 USD PER EMPLOYEE OR CONTRACTOR SO HIRED, WHICH AMOUNT THE PARTIES AGREE IS A GENUINE AND REASONABLE PRE-ESTIMATE OF THE DAMAGES BIS WILL SUFFER AND IS NOT A PENALTY UNDER THE CIRCUMSTANCES. IN THE EVENT THAT CLIENT HAS MADE BIS SERVICES AVAILABLE TO ANY THIRD PARTY, SUCH THIRD PARTY SHALL BE DEEMED TO BE CLIENT FOR PURPOSES OF THIS SECTION AND ANY HIRING OF AN BIS EMPLOYEE OR CONTRACTOR BY SUCH THIRD PARTY SHALL BE DEEMED TO BE HIRING OF SUCH EMPLOYEE DIRECTLY BY CLIENT.

14. NO LIABILITY; INDEMNIFICATION. In the absence of willful misconduct on the part of BIS, BIS (and its officers, directors, employees, stockholders or creditors) shall not be liable to the Client (or to any of its officers, directors, employees, stockholders or creditors) for any act or omission in the course of, or in connection with, the provision of the Services or access to BIS Materials, or the provision of any other advice, assistance or consulting services under this Agreement. Except as expressly provided in the Agreement or these Standard Terms, neither party shall be liable to the other party for any indirect, incidental, consequential, special, or punitive damages or lost profits. Further, Client agrees to and shall defend, indemnify, and hold BIS harmless from and against any and all suits, claims, expenses, and liability (including court costs and attorney’s fees on a full indemnity basis) which may arise from or be related to: any activities pursuant to or in connection with this Agreement, including without limitation, as described in the first sentence of this paragraph; and claims for indirect, incidental, consequential, special, or punitive damages and lost profits. The acts, statements, and representation made by a party to any third parties are the sole responsibility of such party, who shall indemnify the other party therefor under the terms of this paragraph with respect to all suits, claims, expenses, and liability (including court costs and attorney’s fees on a full indemnity basis) which may result from such acts, statements, and representations.

15. Choice of Law; Dispute Resolution. Before either party files or initiates any petition, complaint, claim, controversy, suit, action, cause of action, or other similar legal proceeding (“Dispute”), the complaining party must first submit the subject matter of the Dispute to mediation by giving the other party written notice. Unless both parties agree otherwise, the mediation will be conducted in accordance with the American Arbitration Association (“AAA”) Commercial Mediation Rules then in effect. The mediation will take place in St. Tammany Parish, Louisiana. This Agreement and all matters arising out of or relating to this Agreement or the Services, including any Disputes between the parties, whether arising in contract, tort, statute, regulation, or otherwise, shall be governed by, construed, interpreted, and enforced in accordance with the substantive and procedural laws of the State of Louisiana, without giving effect to its conflict of laws provisions, regardless of where any action may be brought. Furthermore, if such a Dispute is not successfully resolved by mediation within 45 days of commencement thereof, the parties each irrevocably agree that such Dispute shall be resolved on an individual basis exclusively in the 22nd Judicial District Court for St. Tammany Parish in the State of Louisiana. Client irrevocably consents to the exclusive personal jurisdiction of such court and hereby waives any and all objections to the exercise of jurisdiction by such court, including any claim that any Dispute (including any tort claim) has been brought in an inconvenient or improper forum or venue. Notwithstanding anything to the contrary in this Agreement, the parties agree that BIS may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction. In the event a court rules that the litigation requirements under this paragraph are not enforceable, the Dispute shall be resolved by arbitration. The arbitration will be conducted in St. Tammany Parish, Louisiana, in accordance with the Rules of AAA in force at the time of the referral to arbitration. The tribunal shall consist of one arbitrator.  

16. Other Provisions. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Client except with BIS’s prior written consent.  BIS may transfer and assign any of its rights and obligations under this Agreement without Client’s consent.  The Agreement, including all exhibits and these Standard Terms, is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications of any provision of the Agreement must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Client does not have any authority of any kind to bind BIS in any respect whatsoever.