Definitions

1. “Agreement” means, collectively, the Proposal and these Terms and Conditions.
2. “Client” means the organization or person who engages Ring-Co Consulting Group “RCCG” to provide Services pursuant to the Proposal.
3. “Confidential Information” means any proprietary, confidential or competitively-sensitive information and materials that are the property of or relate to RCCG or its affiliates, clients, business contacts or suppliers, or any of their respective businesses, including, but not limited to, trade secrets, technology, information pertaining to business operations or strategies and information pertaining to pricing or marketing. Confidential Information does not include information that is (a) in the public domain; (b) known to Client at the time of disclosure; (c) independently developed by Client; or (d) rightfully obtained by Client on a non-confidential basis from a third party.
4. “Deliverables” means all documents, work product and other materials that are delivered to Client in performance of the Services or prepared by or on behalf of RCCG in performing the Services, including, as applicable, CAD files and drawings, engineering data, documents, literature, supporting materials, samples and prototypes, and any items identified as Deliverables in the Proposal.
5. “Intellectual Property Rights” means all intellectual property rights, whether registered or unregistered, including, without limitation, copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with the goodwill associated therewith, derivative works and all other rights.
6. “Proposals” means any proposal, order acknowledgement or invoice provided by RCCG and accepted by Client, together with any change orders accepted by RCCG in writing.
7. “RCCG” means Ring-Co Consulting Group LLC.
8. “Services” means any services to be provided by RCCG to Client pursuant to the Agreement, including the delivery of any Deliverables

General

1. The Agreement contains the only terms that govern the provision of Services by RCCG to Client. The Agreement comprises the entire agreement between the parties and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and communications, both written and oral. In the event of any conflict between these Terms and Conditions and the Proposal, the Proposal shall govern. These Terms and Conditions prevail over any of Client’s general terms and conditions regardless of whether or when Client submitted its request for proposal, order or such terms. Provision of the Services to Client does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these Terms and Conditions. 
2. RCCG shall use commercially reasonable efforts to meet any performance dates specified in the Proposal, and any such dates shall be estimates only.
3. Client shall:
   1. cooperate with RCCG in all matters relating to the Services and provide such access to Client’s premises, and such office accommodation and other facilities as may reasonably be requested by RCCG, for the purposes of performing the Services;
   2. respond promptly to any RCCG request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for RCCG to perform the Services in accordance with the requirements of the Agreement;
   3. provide such customer materials or information as RCCG may reasonably request and Client considers reasonably necessary to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and
   4. obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services.
4. If RCCG’s performance of its obligations is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants or employees, RCCG shall not be deemed in breach of its obligations or otherwise liable for any costs, charges or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

Price and Payment

1. In consideration of the provision of the Services by RCCG and the rights granted to Client under the Agreement, Client shall pay the fees set forth in the Proposal. 
2. Client agrees to reimburse RCCG for all reasonable travel and out-of-pocket expenses incurred by RCCG in connection with the performance of the Services.
3. Client shall pay all invoiced amounts due to RCCG within 30 days from the date of invoice. Client shall make all payments hereunder in U.S. dollars by wire transfer to the following account: upon request or by check.
4. In the event payments are not received by RCCG within 45 days from the date of invoice, RCCG may:
   1. charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and
   2. suspend performance of all Services until payment has been made in full.
5. Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client, and any bank transaction charges incurred in connection with the payment of any amounts due under the Agreement. 
6. Client shall pay all amounts due under the Agreement without setoff, deduction, recoupment, or withholding of any kind for amounts owed or payable by RCCG, or for any alleged damages or claims against RCCG, whether arising under the Agreement, applicable law or otherwise.
7. The Proposal shall terminate if not accepted by Client within 30 days after the Proposal date, unless otherwise specified therein.

Intellectual Property

• Unless otherwise agreed in writing, all Intellectual Property Rights in and to the Deliverables shall be owned by RCCG. Client shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to ensure that such rights vest in RCCG.

• Client shall defend or settle, at its own expense, any and all claims made against RCCG, its officers, directors, managers, agents or employees, and shall indemnify and hold the same harmless from any and all loss, expense, damage, liability claims or demands, either at law or in equity, that the Services or Deliverables infringe, misappropriate, dilute or otherwise violate any third party Intellectual Property Right, to the extent such claim arises from any:

• Client instruction, information, designs, specifications or other materials provided by Client in writing to RCCG;

• Use of the Deliverables in combination with any materials or equipment not supplied to Client or specified by RCCG in writing, if the infringement would have been avoided by use of the Deliverables not so combined; or

• Modifications or changes to the Deliverables by or on behalf of anyone other than RCCG.

Confidential Information

1. Client acknowledges and agrees that Confidential Information is the property of RCCG and its affiliates, clients, business contacts or suppliers, and that Client does not and will not acquire any ownership rights in Confidential Information. To the extent Client creates or develops any Confidential Information in performing the Services, it is and will be the sole and exclusive property of RCCG (including without limitation Confidential Information which is intended to be or ultimately becomes property of RCCG’s client).
2. Client agrees to:
   1. use Confidential Information solely in connection with the Services; 
   2. not directly or indirectly disclose, use or exploit any Confidential Information for its own benefit or for the benefit of any person or entity, other than RCCG; and
   3. hold Confidential Information in trust and confidence, and use all reasonable means to assure that it is not directly or indirectly disclosed to or copied by unauthorized persons or used in an unauthorized manner. 
3. If Confidential Information is required to be disclosed by a governmental agency having proper jurisdiction over the matter, Client shall:
   1. promptly notify RCCG of such request or requirement and the items of Confidential Information to be disclosed so that RCCG may seek an appropriate protective order or other relief; and 
   2. use its reasonable efforts to assist in RCCG’s opposition to such disclosure and to ensure that such Confidential Information, if disclosed, is treated confidentially.
4. RCCG shall be entitled to injunctive relief for any violation of this Section.

Limited Warranty; Disclaimer; Limitation of Liability

1. RCCG represents and warrants to Client that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under the Agreement.
2. RCCG shall not be liable for a breach of the warranty set forth above unless Client gives written notice of the defective Services, reasonably described, to RCCG within 10 days of the time when Client discovers or ought to have discovered that the Services were defective.
3. Subject to the above, RCCG shall, in its sole discretion, either:
   1. repair or re-perform such Services (or the defective part); or
   2. credit or refund the price of such Services at the pro rata contract rate.
4. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND RCCG’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION.
5. EXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION, RCCG MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
6. IN NO EVENT SHALL RCCG BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT OR DATA, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT RCCG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Termination

In addition to any remedies that may be provided under the Agreement, RCCG may terminate the Agreement with immediate effect upon written notice to Client, if Client:

1. fails to pay any amount when due under the Agreement and such failure continues for [60] days after Client’s receipt of written notice of nonpayment;
2. has not otherwise performed or complied with any of the terms of the Agreement, in whole or in part; or
3. becomes insolvent, financially insecure or otherwise unable to pay its debts as they become due, as determined in RCCG’s reasonable discretion. 

Force Majeure

RCCG shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lockouts, labor disputes, freight embargoes, transportation delays, shortage of labor, inability to secure fuel, materials, supplies, equipment, or power, accidents, war, fire, floods, breakdown of plant or machinery or unavailability of raw materials from a natural source of supply, governmental import, export or transit suspensions or restrictions, and RCCG shall be entitled to a reasonable extension of its obligations in such event. If the delay persists for such time as RCCG considers unreasonable, it may, without liability on its part, terminate the Agreement.

Governing Law; Jurisdiction

The Agreement shall be construed in accordance with the internal laws of the State of Indiana. Any legal suit, action or proceeding arising out of or relating to the Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Indiana, in each case located in the City of Indianapolis and County of Marion, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Notices

Any required notices shall be delivered by hand or sent by courier, facsimile, express mail (or its equivalent), or postage prepaid certified or registered mail at the addresses provided on the Proposal, and shall be deemed effective on the earlier of 5 business days after having been sent or the date of actual receipt. Either party may change its address for notice by giving written notice to the other party of the change. 

Miscellaneous

The Agreement may only be amended or modified in a writing which specifically states that it amends the Agreement and is signed by an authorized representative of each party. No provisions shall be waived, changed, terminated or rescinded, except by a written agreement signed by both parties. Any waiver of any breach of any provision of the Agreement shall not constitute a waiver of any similar or dissimilar provision. If any provision of the Agreement is unenforceable or inapplicable, such holding shall not affect the enforceability of any other provision of the Agreement. Client shall not assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of RCCG. The provisions of the Agreement otherwise shall bind and inure to the benefit of the parties to the Agreement, to RCCG’s affiliates and to their respective heirs, executors, administrators, successors and assigns. The obligations contained in Sections IV, V and VI, and any other obligation in the Agreement which by its nature should survive, shall survive termination of the Agreement.