Business terms
Harbor Global LLC
General Business Terms
These General Business Terms (these “Terms”) apply to the provision of professional services or consulting services (“Services”) by Harbor Global, LLC, a Delaware limited liability company and its affiliates and subsidiaries (including Harbor Global Canada Inc.; Harbor Global UK Ltd; HBR Consulting, LLC; Wilson Legal Solutions LLC, Library Associates, LLC; LibSource, LLC; Younts Consulting, LLC; Aurora North Services, LLC; LAC Group, LLC; Library Associates Canada, Inc.; Wilson Legal UK Ltd.; RCP Legal Labs, LLC; Harbor Legal Labs, LLC; and Harbor Employees, LLC) (collectively, “Harbor”) and the Client specified on the applicable Order (“Client”). The Services will be provided pursuant to the terms of an engagement letter, statement of work, or purchase order (collectively “Order”) that makes references to these Terms. These Terms and any related Orders are collectively referred to as (the “Agreement”). In the event of a conflict between these Terms and the terms and conditions of any SOW, the terms and conditions of the applicable SOW shall prevail.
1. Services
Harbor will provide the Services and furnish any Deliverables (as defined below) in accordance with the specifications of the applicable Order.
2. Independent Contractor
Harbor is an independent contractor and not Client’s employee, worker, agent, joint venture or partner, and Harbor will determine the method, details and means of performing Harbor’s services. Harbor assumes full and sole responsibility for the payment of all compensation and expenses of Harbor’s employees and for all their provincial and federal income tax and any applicable statutory deductions.
3. Fees and Expenses
3.1 Harbor’s fees are set out in the Order and are exclusive of any applicable taxes. Unless otherwise specified in the applicable SOW, fees for Harbor’s Services and expenses hereunder will be invoiced on a monthly basis in arrears and will be payable within thirty (30) days of receipt of each invoice. Client will be responsible for and pay all applicable sales, use, excise, ad valorem, value added and other taxes associated with the provision or receipt of the services and deliverables, excluding taxes on Harbor’s income generally. Client will also be responsible for and pay all reasonable costs and pre-approved expenses to the performance of Harbor’s services.
3.2 Without affecting any other right or remedy available to it, Harbor reserves the right to suspend services or terminate this Agreement if invoices are not paid in accordance with the Agreement, in which event Harbor will not be liable for any resulting loss, damage or expense connected with such suspension or termination.
3.3 Except as otherwise specified in an Order, all undisputed fees specified on an invoice shall be due and payable upon Client’s receipt of the Harbor invoice. Any undisputed amounts unpaid by Client as of the due date shall bear interest at the lesser of: (i) 2% per month; or (ii) the maximum amount permitted under the law. In addition, Harbor shall be entitled to recover its costs of collection including actual legal fees, court costs, and collection agency fees.
4. Confidentiality
4.1 Each Party agrees to hold in strict confidence any nonpublic and/or confidential information of the other Party to this Agreement which it receives or otherwise has access to as a result of the Agreement (“Confidential Information”). The Receiving Party agrees to protect and safeguard the confidential information with at least the same care and diligence as its own confidential information and in no event any less than a commercially reasonable and appropriate manner, and to use the confidential information only to perform its obligations under the Order and for no other purpose. Receiving Party may only disclose information to employee, agent, subcontractor, independent contractor, consultant, or representative (“Personnel”) of a Party on a need to know basis for the performance of obligations under this Agreement. All Personnel must be subject to written confidentiality obligations no less than those specified in this Agreement.
4.2 Information will not be deemed confidential to the extent it is: (i) publicly known at the time of disclosure or becomes publicly known after disclosure through no fault or breach by the receiving party, (ii) already known to the recipient at the time of disclosure by the disclosing party, or (iii) independently developed by the receiving party without use of the disclosing party’s information.
4.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this paragraph, it takes into account the reasonable requests of the other party in relation to the content of such disclosure
4.4 Each party acknowledges and agrees that its unauthorized disclosure or use of the other party’s confidential information may cause damage to the other party that may not be adequately compensated through money damages. Each party expressly consents to the entry of an order for equitable remedies, including, but not limited to, temporary, preliminary and permanent injunctions to remedy any actual or threatened breach of its obligations under this Agreement. These remedies are cumulative and in addition to all other remedies available at law or in equity.
4.5 Client acknowledges and agrees to notify Harbor, in writing, of any intent to submit or transmit to the Services any personally identifiable information that is subject to, or otherwise afforded heightened protection under any data protection law, statute or regulation applicable to Client.
5. Data Protection
5.1 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This Section 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Applicable Data Protection Laws.
5.2 For the purposes of this agreement, “Applicable Data Protection Laws” shall mean:
5.2.1 to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data;
5.2.2 to the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data;
5.2.3 to the extent the law of any other jurisdiction applies, such provisions of the law of said jurisdiction which relate to the protection of personal data.
6. Intellectual Property
Upon full payment of all amounts due to Harbor in connection with this engagement, all right, title and interest in the Deliverables set out in the Work Order will become Client’s sole and exclusive property, except as set forth in the applicable Order and below. Harbor will retain sole and exclusive ownership in its trade secrets, general know-how, methodologies, software, source code, technology, ideas and concepts that it employs generally in the performance of services for clients, and specifically includes any additions, modifications, enhancements, or refinements of any of the foregoing, including during the course of the performance of the Services. To the extent Harbor’s Deliverables to Client contain Harbor’s proprietary information, Harbor grants Client a non-exclusive, non-assignable, royalty-free license to use the proprietary information provided by Harbor in connection with the Deliverables and the subject of the engagement and for no other or further use without Harbor’s express, prior written consent.
7. Warranties
7.1 Harbor warrants (a) that services will be performed with in a professional and workmanlike manner in accordance with industry standards and (b) the Deliverables will materially conform to the specifications set forth in the Order. Harbor’s sole obligation with respect to any breach of this warranty will be to promptly correct any non-conformance; provided that Client provides Harbor written notice within ten (10) days after the services are performed or, if applicable, deliverables are delivered. The notice will specify and detail the non-conformance and Harbor will have a reasonable amount of time, based on its severity and complexity, to correct the non-conformance.
7.2 THE ABOVE WARRANTIES ARE HARBOR’S ONLY WARRANTIES CONCERNING THE SERVICES AND ANY DELIVERABLES AND ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY DISCLAIMED. HARBOR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR WILL MEET CLIENT’S SPECIFIC NEEDS.
8. Indemnification
Each Party will, to the extent allowable by law, indemnify the other Party, its owners, employees, contractors and agents against all costs, fees, expenses, damages and liabilities (including reasonable legal fees and costs) to the extent arising out of or related to third party claims (a) that the Services or deliverables infringe the intellectual property of a third party; (b) of bodily injury or death, or damage to real or tangible personal property in connection with Harbor’s or its contractor’s or agent’s negligent acts or omissions while performing the Services; (c) violations of law; and (d) either Party’s gross negligence or willful acts or omissions.
9. Limitation of Liability
9.1 Under no circumstances shall either Party be liable for any consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses of any kind (including, without limitation, lost profits, lost data, and opportunity costs) regardless of the form of action.
9.2 Neither Party shall have any liability whatsoever for any claim arising from or relating to this Agreement or its performance or nonperformance hereof in an aggregate amount in excess of the applicable Order fees paid or payable by Client to Harbor during the twelve (12) month period immediately preceding the action which gives rise to any claim for those damages.
9.3 Notwithstanding Section 9.2, nothing in this agreement shall limit liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or willful misconduct; and (d) payment obligations due under this Agreement.
10. Non-Solicitation
During the term of any Order, and for a period of six months following expiration or termination of all Orders, Client will not actively solicit, employ or otherwise engage any of Harbor’s employees (including former employees) who were involved in the engagement.
11. Termination
11.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement if (a) the other party commits a material breach of any term of this Agreement and fails to remedy that remedy breach within a period of thirty (30) days after being notified to do so or (b) the other party has taken a material step or action towards entering into bankruptcy, reorganization, liquidation, or receivership proceedings or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party.
11.2 Client will pay Harbor for all services rendered, pre-approved expenses incurred, or commitments made by Harbor to the effective date of termination this Agreement or any Order.
12. Insurance
Harbor agrees to maintain insurance with a reputable insurance carrier with minimum policy limits set forth in this Section. Harbor shall provide proof of insurance to Client upon request. Harbor shall maintain the following policies of insurance throughout: (a) Workers Compensation Insurance as required by applicable with minimum limits of $1,000,000; (b) Commercial General Liability with a minimum combined single limit of $1,000,000 per occurrence/$2,000,000 aggregate; (c) Umbrella/Excess Liability, on an occurrence basis, with minimum limits of at least $5,000,000 per occurrence; and (d) Cyber Liability / Tech E&O with minimum limits of at least $5,000,000 per occurrence.
13. Governing Law and Jurisdiction
If the company providing services under the applicable Order is Harbor Global LLC, the governing law shall be Delaware with the exclusive jurisdiction for any dispute or claim arising out of this Agreement to be only in the courts of New Castle County, Delaware.
If the company providing services under the applicable Order is Harbor Global Canada Inc., the governing law shall be the Province of New Brunswick with the exclusive jurisdiction for any dispute or claim arising out of this Agreement to be only in the courts of Moncton, New Brunswick.
If the company providing services under the applicable Order is Harbor Global UK Ltd, the governing law shall be the laws of England and Wales with the exclusive jurisdiction for any dispute or claim arising out of this Agreement to be only in the courts of London, England.
14. Miscellaneous
14.1 This Agreement constitutes the entire understanding and agreement between us with respect to the services and deliverables described in the Order, supersede all prior oral and written communications between us, and may be amended, modified or changed only in writing when signed by both parties. If there is a conflict between these Terms and the terms of an Order, the Order will govern.
14.2 No party shall be liable for any delays or failures in performance due to circumstances beyond Harbor’s reasonable control.
14.3 In the performance of its obligations under this Agreement, Harbor shall have the right, in its sole discretion, to subcontract its rights and responsibilities to any third party provided that Harbor shall remain responsible for the performance of any such third party.
14.4 No Term set forth herein shall be deemed waived, and no breach of these Terms excused, unless the waiver or consent is in writing signed by the party granting such waiver or consent.
14.6 Any Term set forth herein which by its nature is intended to survive the termination of these Terms or the completion of the Order will survive its expiration or termination.
14.7 Harbor reserves the right to modify and update these Terms from time to time.