Kreller Group Terms and Conditions 

INDEPENDENT CONTRACTOR SERVICES AGREEMENT

The Kreller Group Family of Companies includes Kreller Business Information Group, Inc. (dba Kreller Group), Kreller Solutions, Inc. (dba Kreller Credit), The Kreller Consulting Group, Inc. and Kreller Smith Brandon, Inc. (dba Smith Brandon International). If you enter into an independent contractor relationship with a Kreller Group entity (“Company”), then this Independent Contractor Services Agreement (the “Agreement”) will apply. This Agreement describes the terms and conditions under which you (“Subcontractor”) will be staffed to provide certain professional services to the Company. The specific work you are to perform is generally defined in the applicable Statement of Work and will be effective the first day you accept it (the “Effective Date”). By signing the Statement of Work, you are indicating that you have read and agree to the below terms and conditions.  

  1. SCOPE OF SERVICES

1.1 You agree to provide the professional services (“Services”) described on a separate document called the “Statement of Work.” The Statement of Work will describe the specific Services authorized by the Company, and the applicable payment you will receive for your services. All work prepared or required to be delivered by you under any Statement of Work are collectively referred to as “Deliverables”

1.2 You understand that acceptance of this Agreement does not bind or obligate our Company to engage you. No work or services fees are authorized by our Company unless a Statement of Work is generated and accepted by both our Company and you.

1.3 You are free to provide the Services from any location at any time (provided that deadlines are met).  You are not obligated to perform the Services at our offices or any other specific location (except as may be required if the services require onsite work).  It understood from you that you are expert in the area in which you provide services; you will have multiple clients in addition to the Company; and the Company will not be your sole source of revenue. However, you agree not to enter into a contract or accept an obligation that is inconsistent or incompatible with your agreed obligations under this Agreement or one which would create a conflict of interest (i.e. any personal, business, financial, family or other interest which might deter you from acting in the best interest of our Company or our Company ’s clients).  You agree to immediately notify our Company  should a conflict exist and inform our Company  of the nature of the conflict of interest so that it can be documented and reviewed. 

  1. TERMS AND TERMINATION

2.1 This Agreement commences on the Effective Date and will remain in effect until terminated. This Agreement may be terminated by our Company on written notice at any time provided no Statement of Work is in effect. For clarity, if no Statement of Work is in effect, then you will be performing no Services and thus, you will not be generating any fees.

2.2 Each Statement of Work commences on the effective date described in the applicable Statement of Work and will remain in effect until (i) the expiration date described in the Statement of Work, (ii) the work authorized is completed, or (iii) is earlier terminated. Unless otherwise stated in the Statement of Work, any Statement of Work may be terminated prior to completion by our Company without cause at any time upon written notice. Upon completion, termination, or expiration of a Statement of Work, you will deliver to the Company all copies of all Deliverables in their then current form or state, whether complete or incomplete. You will be paid for all accepted Services performed prior to any such termination.

2.3 If either party breaches or defaults on any of the material provisions of this Agreement or of any Statement of Work, in addition to all other rights and remedies at law, equity or otherwise, the injured party will have the right to terminate this Agreement and any Statement of Works immediately without any liability.

  1. FEES AND PAYMENT

3.1 If a timesheet or digitized timekeeping is required in the Statement of Work, you will ensure that you complete such timekeeping for each day you provide the Services and submit the same to us. Depending on the engagement, we may require that an invoice accompany each timesheet. Payments will be scheduled in the frequency indicated in the Statement of Work. You acknowledge that we may designate a third- party to process any payments to you under this Agreement.

3.2 The services fees required to be paid to you do not include any amount for taxes or levy. Our Company will NOT reimburse you for any taxes or levies (be it, sales, VAT, excise, or any other tax) which you are required to collect or remit to applicable tax authorities. You are solely responsible for all such taxes.

3.3 The services fees required to be paid to you should be inclusive of all out-of-pocket expenses unless mutually agreed upon in advance by our Company .  

  1. CONFIDENTIALITY

4.1 You agree to keep confidential all Deliverables and all technical, product, business, financial, and other information regarding the business of our Company, its Affiliates, customers, employees, investors, contractors, vendors and suppliers (the “Confidential Information”), including but not limited to techniques and methods, research and development, computer programs, documentation, marketing plans, customer identity, and business methods. Confidential Information includes all information and materials disclosed orally or in any other form, regarding our Company’s or its Customers’ products or services.   

4.2 You agree to protect and safeguard the Confidential Information at all times and not to disclose, give, transmit or otherwise convey any Confidential Information, in whole or in part, to any other party. You agree that the Customers are third party beneficiaries to all confidentiality-related obligations in this Agreement and have the right to enforce the relevant provisions.

4.3 You agree that you will not use any Confidential Information for your own purpose or for the benefit of any third party and will honor the copyrights and other intellectual property rights of our Company or our Customers and will not copy, duplicate, or in any manner reproduce any such copyrighted materials.

4.4 Upon request of our Company or upon termination of this Agreement, you will promptly delete or deliver to our Company any and all documents, notes, or other physical embodiments of the Confidential Information (including copies) that are in your possession or control. 

4.5 Nothing in this Agreement will be construed as conveying to you any right, title or interests or copyright in or to any Confidential Information of our Company or our Customers; or to convey any license as to use, sell, exploit, copy or further develop any such Confidential Information.

4.6 The provisions of this Section will survive termination or expiration of this Agreement or any Statement of Work. Our Company has the right to take such action it deems necessary to protect its rights hereunder, including, without limitation, injunctive relief and any other remedies as may be available at law or equity.

4.7 Any Non-Disclosure or Confidentiality Agreement between you and us will remain effective, provided that its duration will be extended coterminous with this Agreement. Trade secrets will remain confidential for as long as such information constitutes a trade secret under applicable law. If there is a conflict between the confidentiality obligations of this Agreement and any Non-Disclosure or Confidentiality Agreement, the most restrictive obligation will prevail.

4.8 You agree that you will not to publish, seek to publish, submit for publication, or otherwise cause to be published in your name, under a pseudonym, in another’s name, or otherwise any writing, fiction or non-fiction, which contains a description of your work for our Company , anyone else’s work for our Company , the practices and procedures of our Company , or any subject covered by this Agreement or the applicable Scope of Services. You agree that no advertising or other promotional use shall be made by you of the fact or any detail of your providing Services to our Company .

  1. OWNERSHIP

5.1 Our Company will own all right, title and interest (including patent rights, copyrights, trade secret rights, trademark rights, sui generis database rights and all other rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you in connection with the Services you provide to the Company and you will promptly disclose and provide all such inventions to Company. All inventions are “works made for hire” to the extent allowed by law. You waive any and all moral rights in the Inventions and Deliverables. In the event any Inventions are not deemed “works made for hire,” you irrevocably grant, assign and transfer all right, title and interest of any kind in the Inventions to the Company. 

5.2 You agree that the rights and obligations contained in this Section (i) will be perpetual and not be deemed for a fixed period of time; (ii) will be granted worldwide and not be limited to the territory of origin; and (iii) will not lapse or revert to you because of lack of use for any length of time.

  1. YOUR OBLIGATIONS

6.1 To the extent you have access to or use our Company facilities or Customer facilities, hardware, software, network devices, network services, associated components, e-mail accounts or data owned or managed by our Company, Affiliates, or Customers, you agree to comply at all times with the applicable rules and regulations regarding safety, security, use, and conduct as reasonable requested by our Company, Affiliates or Customers.

6.2 With certain exceptions noted in 6.2.1, you must provide your own hardware (including computer(s)), software, telephone, mobile phone, and other equipment necessary to provide the Services. You acknowledge that any expenses related to your equipment are (i) part of your cost of doing business and (ii) already included in the services fee set forth in the applicable Statement of Work. For clarity, the Company will not reimburse you for any cost associated with your equipment.

6.2.1 Due Diligence Investigative Analysts will be provided with a formatted computer and software which is set up and designed with the specific programs and security requirements necessary for completion of the Services.  

6.3 You agree that our Company may withhold any final payment until you have returned all Loaned Equipment or Confidential Information in your possession.

6.4 You will maintain complete and accurate records of the Services performed so as to properly verify that you have completed the Deliverables. Upon request by our Company, you will provide our Company with copies of the foregoing records and a status report in such detail as our Company reasonably requires.

6.5 You will comply with all laws governing or relating to the privacy and security of personal information. You will take all steps required to ensure that our Company complies with our obligations to protect any personal information and will cooperate agree to fully cooperate with us and implement any data security tools or procedures that we may request.

6.6 You agree to complete our Company ‘s required annual training and attestation of policies for Subcontractors, if required.  

  1. WARRANTIES

7.1 You represent and warrant that the Services will be performed in a workmanlike and professional manner consistent with the highest level of your profession and that the work will be performed within the time, budget and other deliverable parameters as agreed by the parties.  

7.2 You represent and warrant that all Deliverables are your original work product and are not based on, or derived from, the proprietary information or items of a third party and that none of the Deliverables will infringe, misappropriate or violate any copyrights, patents, trade secrets, or other proprietary rights of any person or entity (including, without limitation, our Company). 

7.3 If your work requires a license, you warrant that you have obtained that license and the license is in full force and effect. You further warrant that, unless first authorized in writing, the Deliverables will not be based on, or derived from, or linked to, any third party code or open source code.

7.4 You represent and warrant that the Deliverables do not contain any malicious code, program or other internal component (e.g. computer virus, computer worm, computer time bomb or similar component) which could damage, destroy or alter our Company’s proprietary software or hardware or data.  

7.5 You represent and warrant that you will comply at all times with all anti-bribery, anti-boycott, trade embargo and export control laws, rules and regulations of the applicable jurisdiction(s) including maintaining compliance with the UK Bribery Act and the USA Foreign Corrupt Practices Act (FCPA).  

7.6 You represent and warrant that you shall comply with all U.S. and international laws (including the EU General Data Protection Regulation (GDPR)) governing or relating to privacy, data security and the handling of Customer information and data security breaches. You agree that you have in place appropriate technical and organizational security measures to ensure compliance with such laws, rules and regulations and shall apply those procedures in connection with the Services to be performed under this Agreement. If any country where Services are to be rendered hereunder or where data may be processed by you has or enacts a data protection-related law that requires the execution of a data processing agreement, then you shall execute, such data processing agreement promptly on such terms and conditions as necessary to continue to provide the Services.  

7.7 You represent and warrant that you will not pay for information that is not legally accessible for you to obtain and that you will not pay bribes or facilitation payments to obtain information or permits or to speed up the delivery of information of information or permits.  You also represent and warrant that you will not use deception, coercion, of any form of inducement to cause another person to breach an applicable legal duty of confidentiality.  

  1. INDEMNIFICATION

8.1 You will, at your expense, (a) defend or settle any claim, suit or proceeding that is instituted by a third party against our Company, and our respective directors, officers, employees, subcontractors or agents, to the extent such claim, suit or proceeding arises out of (i) you failing to satisfy the applicable tax authorities guidelines for an independent contractor or non-compliance with other applicable laws, (ii) your breach of any warranty set forth in this Agreement (iii) your negligence, omissions or willful misconduct; and (iv) any claim by a third party (including a Customer) against our Company alleging that all or a portion of the Services, the results of such Services (including the Deliverables, Inventions, and/or any of your materials and/or technology) provided by you under this Agreement (1) knowingly infringe a third party patent, or (2) infringe or violate a copyright or trademark of a third party or that you misappropriated any trade secrets in the development thereof, whether such are provided alone or in combination with other products, software or processes; and (b) pay all damages finally awarded against our Company or agreed upon in settlement by you (including other reasonable costs incurred by our Company such as reasonable attorney’s fees, in connection with enforcing this Indemnity). You will not agree to any settlement of any such suit or claim if such settlement would involve any payment by our Company or any loss of rights or property by our Company, without our prior written approval.

  1. INDEPENDENT CONTRACTOR RELATIONSHIP

9.1 You are an independent contractor, and you are not our Company ’s agent, partner or employee for any purpose. You agree not to make any warranties or representations on our Company ’s behalf except as approved by our Company.  Our Company shall not be liable for any debts, accounts, obligations, or other liabilities whatsoever of Subcontractor, including (without limitation) your obligation to withhold social security and income taxes for itself. You agree that, because this Agreement creates no employment relationship between our Company and yourself: (a) no workers’ compensation insurance, unemployment insurance, pension plans, health insurance, life insurance, or other benefits made available to employees by our Company  will apply to you; (b) Our Company  will not withhold from the amounts it pays you any money for state and federal or any other applicable taxes, social security taxes, unemployment taxes, workers’ compensation taxes or any other payroll taxes; and(c) you will not receive any employee benefits from our Company .
9.2 If applicable law requires our Company to withhold any income taxes levied by the United States, or other applicable jurisdiction, on payments to be made pursuant to this Agreement (the “Withholding Tax”), our Company shall be entitled to deduct such Withholding Tax from the payments due to you. 

  1. LIMITATION OF LIABILITY

10.1 IN NO EVENT WILL OUR COMPANY BE LIABLE ON ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OUR COMPANY HAS PAID UNDER THE STATEMENT OF WORK WHICH GAVE RISE TO THE CAUSE OF ACTION AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

10.2 IN NO EVENT WILL OUR COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOOD WILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

  1. GENERAL TERMS AND CONDITIONS

11.1 This Agreement and all documents referenced in this Agreement constitute the complete and exclusive statement of the terms and conditions with respect to the Services and supersede any prior discussions, writings, agreements, and negotiations with respect to the subject matter.

11.2 This Agreement and any of your obligations may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent. Any attempt to assign, subcontract, delegate, or transfer by you in violation of this Section will be null and void.

11.3 The provisions of this Agreement that by their nature continue after termination, will survive termination of this Agreement (including, but not limited to Sections 4, 5, 8, 9, 10 and 11).

11.4 Headings are for reference purposes only, and have no substantive effect.

11.5 No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.

11.6 If any portion of this Agreement is determined to be or becomes unenforceable or illegal, such portion will be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.

11.7 For a notice under this Agreement to be valid, it must be delivered in writing (includes electronic communications). All notices will be deemed effective upon delivery to the party addressed. We may send you notices to (a) your physical address specified on the first page or (b) your e-mail address. Unless otherwise specified, all notices to our Company shall be sent via e-mail to the e-mail address indicated in the Statement of Work.

11.8 In no event will either party be liable to the other for any delay or failure to perform due to causes beyond the control and without the fault or negligence of the party claiming excusable delay, but only to the extent that such delay could not have been avoided by taking reasonable precautionary measures. Such causes include, but are not limited to, acts of God, floods, fire, acts of terrorism, and war.

11.9 This Agreement shall be governed by the laws of the State of Ohio, without reference to   choice or conflict of law rules otherwise applicable. The parties consent to and agree that the United States Federal Court for the Southern District of Ohio or the Common Pleas Court of Hamilton County, Ohio shall have sole and exclusive jurisdiction to resolve any interpretation, construction, breach, dispute or other controversy arising out of, connected with or associated with this Agreement. Company hereby expressly waives any objection to such exclusive jurisdiction and waives any objection to the venue of any such suit, action or proceeding in such  courts.

  1.       CHANGES TO TERMS AND CONDITIONS.

From time to time, Company may modify these Terms and Conditions. When it does, Company will provide notice to you of such changes via email and on the Company’s website, and/or by such other means of direct notification to you as Company may determine. Company will request your agreement to the modifications. If you do not agree to such changes after receiving notice of them, you may not continue to provide Services to Company.