Quantum⁵ | Terms and Conditions

In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following:

Confidentiality: None of the parties shall disclose to any person or use for any purpose any confidential information of the other as a result of entering into this Agreement. This restriction shall continue to apply after the expiration or termination of this agreement without limit of time.
Scope of Services. Client retains the above Service Provider, and the Service Provider agrees to perform for the Client, the services set forth in Exhibit A to this Agreement (the “Services”). Any Service outside of the scope as defined in Exhibit A to this Agreement will require a new Agreement for other services agreed to by the Parties.
Terms and Conditions: Pricing is defined in Exhibit A Statement of work. The Term shall be for 12-months. Each Term shall automatically renew for subsequent periods of the same length as the initial Term unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Term. The Service Provider will invoice the Client on the “20^th” day of each month. The invoice will include any and all services performed under this Agreement as well as any pre-approved expenses. Payment is due upon receipt of the invoice date. Payments must be made to the Service Provider by credit card, ACH check, or any other pre-approved method of payment accepted by the Service Provider. Payments must be mailed to: Quantum⁵ LLC 7014 E. Camelback Rd. Suite B100A Scottsdale, AZ 85251.
Dispute Resolution. Parties to this Agreement shall first attempt to settle any dispute through good-faith negotiation. If the dispute cannot be settled between the parties via negotiation, either party may initiate mediation or binding arbitration in the State of Delaware. If the parties do not wish to mediate or arbitrate the dispute and litigation is necessary, this Agreement will be interpreted based on the laws of the State of Delaware, without regard to the conflict of law provisions of such state. The Parties agree the dispute will be resolved in a court of competent jurisdiction in the State of Delaware.
Intellectual Property Rights. All Intellectual Property and related materials, including but not limited to, moral rights, goodwill, trade secrets, applications for registrations or relevant registration, rights to any trademark, trade tress, patent, copyright, trade name, and industrial design (“Intellectual Property”) that is produced or developed under this Service Agreement, shall be the sole property of the service provider.
Expenses: From time to time throughout the duration of this Service Agreement, the Service Provider may incur certain expenses that are not included as part of the Fee for our Services to this Agreement. These non-included expenses include items such as travel expenses, printing and others that will be defined in Exhibit A.
Indemnification and Release. The Service Provider agrees to take all necessary precautions to prevent injury to any persons or damage to property during the term of this Agreement, and shall indemnify, defend and hold harmless the Client, its officers, directors, shareholders, employees, representatives and/or agents from any claim, liability, loss, cost, damage, judgment, settlement or expense (including attorney’s fees) resulting from or arising in any way out of injury (including death) to any person or damage to property arising in any way out of any act, error, omission or negligence on the part of the Service Provider or any of the Service Provider’s employees in the performance or failure to fulfill any Services or obligations under this Agreement.
No Exclusivity. The Parties subject to this Agreement understand and acknowledge that this Agreement is not exclusive. Each Party respectively agrees that they are free to enter into other similar Agreements with other parties.
Legal Fees. Should a dispute between the named Parties arise lead to legal action, the prevailing Party shall be entitled to any court costs, including, but not limited to reasonable attorneys’ fees.
No Assignment. This Agreement shall inure to and be binding upon the undersigned and their respective heirs, representatives, successors and permitted assigns. This Agreement may not be assigned by either party without the prior written consent of the other party.
Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile. email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Electronic Signatures: This Agreement and related documents entered into in connection with this Agreement are signed when a party’s signature is delivered electronically, and these signatures must be treated in all respects as having the same force and effect as original signatures.
Severability: If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Amendment: This Agreement may be amended only by a writing signed by all of the Parties hereto.
Intellectual Property Rights. All Intellectual Property and related materials, including but not limited to, moral rights, goodwill, trade secrets, applications for registrations or relevant registration, rights to any trademark, trade tress, patent, copyright, trade name, and industrial design (“Intellectual Property”) that is produced or developed under this Service Agreement, shall be the sole property of the service provider.
Fees are plus travel for training team. Total due at training includes assess/design, learning implementation inclusive of initial skills workshop and social learning solution. Total payment due upon receipt of invoice. Initial agreement is for a 12-month term. 30 day written notice of cancellation. All social learning solution fees are due upon invoice receipt each month.
Other Uses of Dealership Data. (a) CLIENT acknowledges and agrees that the Dealership Data that Quantum⁵ will collect will become part of Quantum⁵’s human capital management (HCM) database but remain subject to all the obligations under this Agreement, including but not limited to the requirement to protect Dealership Data and to never associate a Dealership name with its Dealership Data. Quantum⁵ understands and agrees that upon request, Quantum⁵ will provide CLIENT a copy of the Dealership Data, or secure access to the Dealership Data, for CLIENT’s or the individual Dealership’s analysis or other purposes. (b) CLIENT acknowledges and agrees that, subject to full compliance with the terms of this Agreement, the Dealership Data may be used by Quantum⁵ for statistical and analytical purposes required for benchmarking against industry norms, trend analyses and general research purposes. CLIENT understands and agrees that the Dealership Data may contribute to general findings or information about human capital management that may be published or provided by Quantum⁵ to industry groups, manufacturers, or other service providers. CLIENT acknowledges and agrees that Dealership Data may, on approval by CLIENT, including with respect to an appropriate revenue-sharing formula, be used by Quantum⁵ and CLIENT jointly for customized analyses and studies requested by and paid for by automobile manufacturers. CLIENT acknowledges and agrees that Dealership Data may, on approval by CLIENT, including with respect to an appropriate revenue-sharing formula, be used by Quantum⁵ and CLIENT jointly for customized analyses and studies requested by and paid for by dealership groups. In all cases where approval is provided, Quantum⁵ will comply fully with the terms of this Agreement, including by maintaining confidentiality and protection of Dealership Data.