PETRUS, LLC: CLIENT AGREEMENT TERMS AND CONDITIONS

1. Petrus, its principals and agents are neither attorneys nor accountants, and should not be relied upon for authoritative legal, tax, or accounting counsel. Any information, advice, or counsel by Petrus or its principals or agents is strictly informational. 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.
2. The Client understands that the Client is ultimately responsible for instituting program components developed through counsel and recommendations provided by Petrus. The Client agrees to give Petrus cooperation in this effort to the extent feasible. It is distinctly understood that the final decision in all questions as to the proper methods to be used in advancing the interests of the Client shall be vested in the Client (or the Client’s representative) upon the advice of Petrus.
3. If any provision of the Agreement shall be held invalid for any reason whatsoever, the remaining provisions shall not be affected thereby.
4. Proprietary Work Product. “Proprietary Work Product” means all information disclosed or made available to Petrus, by the Client or other sources, which relates to Petrus’ services hereunder, including, but not limited to: benefactor names, addresses, giving history, and general benefactor information; financial data; diagrams and schematics; processes and other trade secrets; know-how and techniques; materials; plans; surveys; and reports. Proprietary Work Product also includes copies, notes, abstracts and other tangible or digital embodiments made by Petrus that are based on or contain any of such Proprietary Work Product.
5. Petrus will not disclose, divulge, reveal or use for any purpose the Proprietary Work Product other than to Petrus representatives who need such information to perform the services in this Agreement and any use of Proprietary Work Product shall be in accordance with all applicable laws.  The obligations of this Section shall survive the termination of the Agreement. All Proprietary Work Product provided to Petrus or developed or produced by Petrus in performance of the Agreement shall be the sole property of the Client.
6. At any time following the earlier to occur of the termination of this agreement or the conclusion of the services hereunder, Petrus will return all Proprietary Work Product to the Client.
7. Petrus will undertake reasonable best efforts to return all Proprietary Work Product to the Client following the earlier to occur of the termination of the agreement or the conclusion of the services hereunder. Petrus will not retain copies or use, disclose or reveal any Proprietary Work Product of Client. Other than as expressly provided herein, Petrus shall have no obligation to share, return, or otherwise provide any Proprietary Work Product to the Client or any other third party.
8. It is expressly understood that Petrus is an independent contractor and not the agent or partner of the Client. Neither Petrus nor its employees or agents who perform work under the Agreement are employees of Client, and are not entitled to tax withholding, workers compensation, unemployment compensation, or any employee benefits, statutory or otherwise. Petrus agrees that it is solely responsible for payment of any income and employment taxes that may be due under applicable law. Petrus, not Client, shall have the right to control the manner and means by which Petrus’ services in the Agreement are to be accomplished. Client shall retain the right, however, to ensure that the services are delivered according to the agreed upon specifications included in the Agreement, as amended by mutual agreement.  
9. When travel is included as a part of the working engagement, Petrus will bill and be reimbursed by the Client for all reasonable expenses including, but not limited to: hotel, airfare, airport parking, rental car, mileage, meals, graphic design, printing and postage. Petrus will fly Economy Class and all lodging and meals will be selected based on financial economy whenever possible.

10. Any dispute arising under or relating to this contract, if not resolved amicably by the parties, shall be resolved solely and exclusively by confidential, final and binding arbitration, conducted in Brazos County, Texas under the commercial arbitration rules of the American Arbitration Association.

11. Each party shall indemnify, defend, and hold harmless the other party, its affiliates and each of their directors, officers, employees and agents, with respect to any and all cost, expense, liability or damage, including the defense or settlement of any claims to the extent that such damages result from the breach of the contract by the other party or resulting from the negligence of the other party.

12. Neither Petrus nor Client may assign or transfer any rights or obligations under the agreement without the prior consent of the other party and a fully executed Assignment Agreement, approved in writing by the same parties who executed and approved this agreement, or their successors.
13. Client agrees to allow Petrus to list them as "a client" in digital, print and multimedia platforms before, during and following this engagement. No contract details will be shared. 
14. Agreements may be executed in several counterparts, each of which when executed is an original, but all of which together shall constitute one instrument.  A facsimile or electronic signature and copies of signatures delivered by facsimile or email or other electronic means shall constitute original signatures for all purposes.

     

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