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Home My WebLink AboutCorwin Press, Inc. 4-2015 4-2016AGREEMENT FOR CONSULTING SERVTCES This Agreement for Consulring Services ("Agreement") is entered into this ZSrr' day of April, 2015, by and between Corwin Press, I'lc., a Califomia corporation with offices at 2455 Teller Road, Thousand Oaks, California 9I320("Corwin")and Bonneville Joint School District 93, with offices at f 497 N Ammon Rd., ldaho Falls, tD E3401 ("Customer"). RECITAI-s A Corwin is the premier publisher for educators' professional development needs, providing books, kits, professional leaming events, and spcialized libraries to help educators do rheir worl befter; B. Customer desires to contract with Corwin for rhe fumishing ofservices related to the Cu$omer's professional leaming needs (the "Services"); and C. Corwin desires to provide such Serviccs to the Customer pursuant lo rhe terms and conditions set forth herein. NOW THEREFORE, in considerarion ofthe mutual covenants and orher good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: l. Services. The parties will work on a per project basis. Upon identification and muiual sgreement between the parties of a p.oject to be performed during lhe term of this Agrccmeni, Corwin and Customer will prepare a scope of work to be anached herel.o as an Addendum (the ,.Scope of Work" or "SOW'). The firsr Scope of Work will be marked as Addendum | (\yilh each subsequent Scope of Work exhibit marked as Addendum 2, Addendum 3, etc,). 2- Term. The term of this Agreemenr will commence on April 28n, 20 I 5 and will remain in effecr for one year or until corwin has completed the Services described in any scope of work- The term ofeach Scope of Work will be ser forrh io the applicable Addendum. i. Tcrminarion. a. Subject to the terms hereof, either party may terminate this Agreement wirhout cause prior to the expiration ofthe t€rm hereofon thirty (io) calcndardays' advance;rittcn noticeprovided that in no event shall customer terminate this Agrerment or otherwise cancel services six monthLs prior to any scheduled Event ser fonh in a sow issued hereunder. ln rhe event oftermination bycustomer, corwin sha-ll be promptry paid any fees rhen due and owing b&sed on services performed prior to the effective date oftermination. b. Either party also may tcrminate this Agreemenr for causc baforc thc expiration ofthe term hereofwirhout ary prior notice. In the event that eithei party terminales this Ageement forcause,lhe br€aching party shal not be entitred to or receive any payments ofany kind. F-or the aroidanceofdoubt, if Corwin is the non-breaching party, Corwin shall be promptly paid any fees then due aniowing besed on Services performed prior [o the effediye date oiterminat.ron. 1. compensarion. corwin will be paid at the rates outrired in the appricabre scope or work.Any additional monies outside ofrhese approved rates for lask sp€cified in the Scope or wor'k must be ' pre-approved in writing by an authorized representative of the customer. corwin Egrees to submitdetailed invoices as ser forth in the Scope of Work. 5. warranties corwin represerts.and wanants (i) that it wiI perform the serviccs usingqualified personnel and in accordance r,vith the industry standards; and (ii) rirat it wiI compry with an! and allapplicable rules, laws and regurations, coun or administrarive ordirs or decrees ofany feaerai,provincial, local or other governmenral unit which hasjurisdiction in such circumslance. 6. Notices. All notices required or permined hereunder wilr be in writing and wilr be sent by regisrered or cenified mail, retum receipr requesled, to rhe party to whom such noti;e is directed, ar itsaddrcss as set forth at the beginning ofthis Agreement, or to such other address as such party wilr havedesignated by notice hereunder. Unress otherwise specificd, notices wir be deemed givin when the return receipt is received. AI notices ro corwin wi be sent ro the anention ofthe sig-narory listed belowwirh a copy sent ro the anention of SAGE publications, rnc., v ice president & General counsel. 7. Ceneral Terms and Conditions. Nolhing contained in this Agreement will be construed as crearing an exclusiverelationship between (he parties. This Agreement is non-exclusive and nothing in rhis,ngriement willprevent either parly from entcring inro rhe same or simirar rerationship with others or fiim pursuing any business opportunities or concepts independently of the orher. b. Notwithsranding any orher provision ofrhis Agreemenl, in rhe evenr lhat theperformance of any obligation under this Agreement by eirher pany is pievented due to acts of God, exchange controls, expon or impon conrrols, or any other government iestriction, wars, hostilities, blockades, civil disturbances, revolurions, strikes, terrorist inacks, Iockouts, or any other cause beyond the reasonab-le control of a party, such pany sha not be responsible to the other pa(ies for failure ordelay in performance of its obrigarions under this Agrecmenr. Irach pany shar piomptry notify the otherparty ofsuch force majeure condition setting fonh the narure ofthe occunence, its expected duration andhow such party's performancc is arfecred. The affecred party shal use commerciaUy reasonabre effo s rocomply with the terms ofthis Agreement as soon as practicable under rhe circumstances. The rerms ofthis clause shall not exemp!, but merely.sr.rspe nd, any party lrom its dury to perform the outigarioni unoerthis Agreement until as soon as practicable after a force majeure condittn ce&ses to exist. . c. This Agreement constitutes lhe entire agreemenr between Corwin and Customer, and supersedes all prior agreements, representations and undersGndings ofthe parties whether writtcn o,oral. No amendment, supplemenr, or modificarion ofthis Agreement;i be eafective unless executed inwriting by both corwin and customer. In the event ofa conflict between a term of this Agreement and aterm of a scope oi work, the term of such Scope of work wilr conrror, In the evenr of a cinflict betweena term ofthis Agreement or a term ofa scope of wortq and a term ofa schedure B, the tcrm oflhisAgreement or Scope of Work will control. d. Neither pany may assign rhis Agreemenr wirhout the prior written consent oftheother pany. ...,,,--.-_..,.... The.invalidiry.or unenforceability of any particu lar provision of this A greementw, notarcct thc other provisions, and this Agreement wi be construed in arr respecs as ifan'y invariJor unenforceable provision were omined. - The validity, inlerpretation, pcrformancc snd enforcemcntofrhis Agrecmcnt will bcgovcm'd by thc lBws of the state ofcaliforniE without regard to the conflicrs ofiaws principlei thereofrtrat wouldgive rise to the application of rhe domestic substantive loi ofany orfr.,.;r.irai"iio". . S. Any con troversy or claim arising our of or relating to this Agreement, or thebrcach thereof, wilr be settled by arbitraiion in Venrura clunty, catiromia'ana aamiiirt.r.J uy tr,"'- Americsn Arbilration Assooiittion in accordanc+ with its thcn-exisring Comnrercial Arbiration Rules.'fhe award rcndercd by the Erbirrllor or arbilrarors rvill be final. a.djudgment moy be entered upon ir in acccrdance wirh applicablc Iaw in any coun having jur isdicr ion thereol Eoch pany con*ns to, and waives ony right to objcct to.jurisdiction !vith respcct ro lhe resolurion ofdispurm hereunder in venlurs Counly, California In any leg,al acliorr or orher proceedings (including arbirrarion procecdings) betwecn th€ paflics, the prcvajLing psrty \vill be entirled ro rccover from rhe non-preveiling pany all re'asonablc co6ts lnd cxpcrDes incurred in sr.:ch action or proceedrrrg including \.!ithoul limirlrion ica$onable attorneys' fces and costs. h. This Agreement may be execured in counrerpans, each ofwhich will bc deemed the original, all ofwhich togerher will constitu{e one and thesame insrrumenr. A faxed copy or other electronic copy will be deemed as an origina.l. IN WITNESS WHER-EOF, lhe pa ies hereto have caused their respecriye authorized represcntatives to execule and deliver this Agrcement as ofthe Effective Date. Bonneville Joint School District “Customer'' 脅″ mc 蘊E“耐"〕“"。 L… Dao J三 ′r―′ 「 Corwin Press,Inc. ``Convll'' ADDENDUM..I' ST6FfrTFRK This.stakmenr of work ("sow") is made as ofthe 28d day ofApril,20r5 and is issued pursuanr roSection I ofthe Agreement tbr Consulting Services between Corwin press, Inc. (,.Corwin,,) and Booneville Joitrt school Districr 9J ("cusrorner") dated April 2E'r', 2o l5 1,;Agreemenfl. This sow will be subject to the terms and conditions ofsuch Agreement.