• Smith-Root | Technology For Fisheries Conservation
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Project Terms and Conditions

1. PARTIES

a. "Client": The company or entity requesting services.
b. "Smith-Root, Inc.": The company who will be providing the requested services.

2. GENERAL

The provided Proposal and Terms and Conditions herein establish a contract between the Client and Smith-Root, Inc. It is the Clients responsibility to verify that all of the details included are accurate and acceptable prior to authorizing the work. By returning a signed copy of the Proposal, the Client thereby accepts the terms, conditions and statements listed.

3. SCOPE OF WORK (SOW)

Smith-Root, Inc. agrees to complete the work and services (hereinafter “Work”) identified within the Proposal, to furnish all supervisory, professional and technical personnel, services, equipment, materials and supplies necessary to perform all the services and do all the things necessary for the proper completion of the Work. In carrying out its responsibilities under the Proposal, Smith-Root, Inc. shall use judgment and skill consistent with the standards of its profession while practicing under similar conditions and in the same locality.

Smith-Root, Inc. may rely on any documentation provided by the Client as being accurate and correct. Unless previously agreed upon, the Client shall obtain all access, approvals, authorities, licenses and permits, and shall provide all information relevant to safety issues and hazards necessary for Smith-Root, Inc. to provide services.

4. COMPENSATION AND PAYMENT

Compensation and Payment will be delivered in accordance with the terms included in the Proposal. The price in the proposal does not include local or state sales taxes, duties, fees, etc. which will be invoiced separately as necessary.

5. INSURANCE

Smith-Root, Inc. will provide the Client with a copy of its Certificate of Liability Insurance prior to initiating Work. A sample Certificate of Liability Insurance is available upon request. If the Client requires increased liability limits, Smith-Root, Inc. may arrange to increase its coverage upon written request, at the Client’s expense.

6. WARRANTIES

When applicable, Smith-Root, Inc. provides a Limited Product Warranty to the purchaser of its proprietary electrofishing products. This Limited Product Warranty is available upon request.

7. LIENS

At no time may the Client place any liens on Smith-Root, Inc.’s property whether real or personal. If necessary, Smith-Root, Inc. may file a lien to recoup funds for unpaid Work.

8. CHANGE ORDERS

Any change orders or deviations must be approved by the Client in writing in a timely manner, prior to proceeding with the Work. Failure to obtain Client approval for change orders or deviations prior to initiating work may result in non-payment or refusal of the provided goods and/or services.

9. EQUAL OPPORTUNITY

Smith-Root, Inc. shall abide by the requirements of 29 CFR Part 741, 41 CFR § 60-1.4(a), Appendix A to Subpart A, 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.

10. DISCLOSURE OF INFORMATION/ASSIGNMENT OF INTELLECTUAL PROPERTY

The Client will be required not to disclose to third parties, without prior written permission and approval, information provided by Smith-Root, Inc. during the course of performing the Work under the Proposal. The work product of Smith-Root, Inc. will remain the Intellectual Property of Smith-Root, Inc., and Smith-Root, Inc. will allow the use of the work product by the Client solely for the Proposal. The Client shall not use the work product of Smith-Root, Inc. any other Project without the express written permission and approval of Smith-Root, Inc.

11. SUBLETTING

Smith-Root, Inc. shall not sublet any portions of the Work performed without the express written consent of the Client.

12. LIMITATION OF LIABILITY

To the fullest extent permitted by law, and not withstanding any other provision of the Proposal, the total liability, in the aggregate, of Smith-Root, Inc. and Smith-Root, Inc.’s officers, directors, partners, employees, and any of them, to the Client and anyone claiming by or through the Client, for any and all claims, losses, costs or damages, including attorneys’ fees and costs and expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the Project or the Proposal from any cause or causes shall not exceed the total compensation received by Smith-Root, Inc. under the Proposal. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.

13. INDEMNIFICATION OF CLIENT

Smith-Root, Inc. will be required, to specifically obligate itself to Client, jointly and severally, to indemnify them against and save them harmless from any and all claims, suits or liability for damages to property including loss of use thereof, injuries to persons, including death, and from any other claims suits or liability, to the extent caused by negligent, reckless or intentionally harmful acts or omissions of Smith-Root, Inc. or any of its officers, agents, employees or servants.

13.1. INDEMNIFICATION OF SMITH-ROOT, INC.

The Client will be required, to specifically obligate itself to Smith-Root, Inc., jointly and severally, to indemnify them against and save them harmless from any and all claims, suits or liability for damages to property including loss of use thereof, injuries to persons, including death, and from any other claims suits or liability, to the extent caused by negligent, reckless or intentionally harmful acts or omissions of Client or any of its officers, agents, employees or servants.

14. TERMINATION FOR CONVENIENCE

The Client shall have the right to terminate Smith-Root, Inc.’s Work under the Proposal for services related to the SOW at any time, by giving Smith-Root, Inc. thirty (30) days written notice. Upon notice, the Client shall pay Smith-Root, Inc., an amount equal to the cost of all Work, and agreed additional Work, performed by Smith-Root, Inc. up to such termination date, less all amounts previously paid to Smith-Root, Inc., and any offsets.

15. SEVERABILITY

The partial or complete invalidity of any one or more provisions of the Proposal or the Terms and Conditions shall not affect the validity or continuing force and effect of any other provision. The failure of Client to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of the Proposal or the Terms and Conditions, or to exercise any right herein, shall not be construed as a waiver or relinquishment of such term, covenant, condition, or right as respects further performance.

16. CHOICE OF LAW

The Proposal and Terms and Conditions herein shall be governed by and construed and interpreted in accordance with the laws of the State of Washington, without reference to principles of conflict of laws.

17. DISPUTE RESOLUTION

Any dispute or claim that arises out of or that relates to the Proposal, or to the interpretation or breach thereof, or to the existence, scope, or validity of the Terms and Conditions or this arbitration agreement, shall be resolved by binding arbitration, by filing a claim with a mutually agreed upon arbitration service in the State of Washington, and judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof.

18. VENUE

All disputes in relation to the Proposal and Terms and Conditions herein shall be venued in a court with competent jurisdiction in the State of Washington.

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