M.E. Gilligan Consulting, dba
Martin & Associates
Relationship and Organizational Strategic Consulting
Foreign / Domestic Business

Terms & Conditions of Consulting

Unless otherwise agreed by the Client and the Consultant, in writing, the following Terms and Conditions shall apply to all consulting work performed by M. E. Gilligan Consulting, dba MARTIN & ASSOCIATES. Quotations provided by the Consultant will be valid for sixty (60) days unless otherwise noted.

DISCLAIMER: This web site is a service of M. E. Gilligan Consulting, dba MARTIN & ASSOCIATES. The service is intended as a forum for presentation and discussion of issues of concern to small businesses and others viewing the home page. Nothing included in this section, or in the accompanying literature presented herein shall create, in and of itself, a contractual relationship or confidential relationship between MARTIN & ASSOCIATES and the viewer/participant. Information contained in these pages, while it may be helpful in a general nature to viewers/participants, is not a substitute for presentation of the specific facts of a situation to an attorney, under the express terms of an attorney-client relationship, for specific legal advice. MARTIN & ASSOCIATES is not, and does not hold itself out to be, practicing law or to be an attorney; and is not responsible for viewer/participant reliance on the information contained herein.

PAYMENT TERMS: Payment by Client to Consultant is due Net 5 Days after receipt of invoice by Client. Client checks are to be made payable to: MARTIN & ASSOCIATES as W-1099 earnings.

LIMITED WARRANTY: Work is warranted to be ethically accomplished, with reasonable professional competence, timeliness, and thoroughness and with reasonable follow-up support to facilitate implementation. THE CONSULTANT SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SECONDARY OR INCIDENTAL DAMAGES RESULTING FROM, OR IN CONJUNCTION WITH, THIS ASSIGNMENT, HOWEVER ARISING. The Client shall assume all responsibility for the content of business plans, loan applications, proposals, or other documents which commit the Client and which are signed by him/her or approved for release by him/her.. Consultant shall not have any authority to bind, commit, or act on behalf of Client except as specifically authorized by the Client in writing.

FEES: Unless a fixed project fee has been agreed upon, in writing, between the Consultant and the small-business Client, consulting time will be billed at ninety-five dollars per hour ($95/hr) on a “bill as you go” time & material basis, with invoices submitted on a bi-weekly or monthly basis, as appropriate. Larger business Clients will be billed at a standard rate of one-hundred-fifty dollars ($150) per hour. Project and out-of-area travel expenses which have been pre-approved in writing by the Client, which are not paid or absorbed directly by the Client, shall be billed by Consultant at cost, with mileage charged at fifty cents per mile ($0.50/mi) and travel time in excess of two (2.0) hours per round-trip which occur during working hours shall be billed at forty-five dollars per hour ($45/hr). A pre-paid retainer of five-hundred dollars ($500) is required to begin an assignment and will be applied to the final invoice on a fixed fee project or to the first invoice on an hourly-fee project.

SCHEDULE: Consultant will be available to work with Client on a reasonable basis and in accordance with the Consultant's proposal. Projects or retainers which require extended time commitments by Consultant must be scheduled and approved by both the Client and the Consultant in advance of being implemented.

CONFIDENTIALITY: Unless there is a separately signed confidentiality or non-disclosure agreement between Client and Consultant, the Consultant will conduct its activities in accordance with its standard, "Confidentiality Agreement" shown below.

CONFIDENTIALITY AGREEMENT

MARTIN & ASSOCIATES ("M&A") may request or be provided certain information relating to the confidential and/or proprietary financial/marketing data, business affairs, product technical data, business processes and operating information ("Confidential Information") of _____________________________________________________________, located at ________________________________________________________________________ ("CLIENT"), including any of the confidential and/or proprietary financial/marketing data, business affairs, product technical data, business processes and operating information of CLIENT's customers for the purpose of drafting business plans, evaluating technology/markets, performing feasibility studies, assisting in the financing, sale or purchase of business entities or technologies or product lines, or other business projects.

M&A
acknowledges that the Confidential Information provided by CLIENT is confidential information, and agrees not to use the Confidential Information for any other purpose than already described or authorized by CLIENT. Additionally, M&A agrees not to disclose, without CLIENT's prior approval, the Confidential Information provided to M&A by CLIENT to anyone other than M&A's own employees and associates. Furthermore, M&A will advise those persons receiving the Confidential Information that they are bound by this Confidentiality Agreement as well.

Any of the
Confidential Information which is available in the public domain, which is already known by M&A, which is provided to M&A by third parties with the right to do so, which is reasonably not obvious as confidential/proprietary in nature, or which is required to be disclosed in conjunction with a legal action to which CLIENT has been given reasonable notice are not included in this Confidentiality Agreement.

CLIENT
, including its clients, will be responsible for the completeness and accuracy of all information provided by CLIENT to M&A and CLIENT will be responsible for the completeness and accuracy of any business plans, negotiation letters, finance/loan proposals, finance/loan agreements or any other document which could be reasonably construed to bind or commit CLIENT or its customers. M&A understands that it does not have any authority to commit or bind CLIENT or to sign documents on its behalf.

Documents which are signed by
M&A as its own professional opinion or its own technical evaluation (i.e. feasibility studies, technical/market valuations) will be the responsibility of M&A and will not be influenced by the wishes of CLIENT or its customers.

This Confidentiality Agreement will be governed by Pennsylvania Law, without giving effect to its conflict of laws provisions.

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