NPA TERMS OF SERVICE AGREEMENT
The More Than Giving Company is engaged in the business of providing management consulting services to nonprofit corporations, both directly and through the use of nonprofit assistants (“NPAs”), in order to assist nonprofit corporations to become sustainable and to grow. The Company’s NPAs are specialized virtual assistants trained in nonprofit best practices. NPAs have the skill set and experience to support the operations of a nonprofit corporation, as well as the resources developed by a team of nonprofit professionals to keep the organization focused on its mission. The Company’s NPA program has been designed by a team of nonprofit professionals who have been working in the field and understand the critical role that administrative support plays in a nonprofit corporation’s ability to maintain accurate constituent data, meeting/event management, organizational records, volunteer management and communications.
NOW, THEREFORE, in consideration of the mutual promises contained herein, and each intending to be legally bound, Company and Client agree as follows:
Relationship. Company and Company’s NPAs shall be independent contractors of Client for all purposes. This Agreement is not intended to constitute, create or be interpreted as a joint venture, partnership, agency or formal business organization of any kind.
Services to be Provided by Company. Company shall work with Client to provide Client with one of Company’s NPAs. The NPA shall provide Client with one or more of the following services, as requested from time to time by Client’s Board of Directors and Officers: Constituent Data Management, Meeting Management (Agendas, Materials, Notes, Scheduling), Volunteer Support (Action Item Management), Board and Committee Management, Creating Basic Website and Email Content, Event Planning and Support, and Fundraising Support (appeals, acknowledgement letters, web-based outreach.)
Client’s Responsibilities. Client shall: Communicate with the NPA only via Company’s provided e-mail address or the NPA's provided phone number; Give detailed instructions to NPA to complete each task; Communicate with Client’s Account Manager if a task is outside of NPA’s abilities; and Communicate with Client’s Account Manager if there are any issues or feedback regarding Client’s NPA.
Payment for Services. Client shall select an NPA Plan from the choices provided when signing up for NPA services. Payments will be made monthly through online credit card debits. Client shall pay for any extra expenses or subscriptions that may be needed for NPA to complete Client’s tasks. There are no refunds for unused or non-rolled over hours.
Term. The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party at any time. Upon the termination of this Agreement, each party will remain responsible for all liabilities and obligations incurred by such party prior to the termination of this Agreement.
Trade Secrets and Confidential Information. During the term of this Agreement and at any time thereafter, neither party will, without the express written consent of the other party, directly or indirectly, communicate or divulge to, or use for their own benefit or the benefit of any other person, firm, association, corporation, partnership, limited liability company or limited liability partnership, any of the other party’s trade secrets, proprietary data or other confidential information (collectively, “Confidential Information”), which Confidential Information was communicated to or otherwise learned, acquired, developed or compiled by either party in the course of the relationship provided by this Agreement, except that either party may disclose such matters to the extent that disclosure is required by a court or other governmental agency of competent jurisdiction. As long as such matters remain Confidential Information, neither party will use such Confidential Information in any way or in any capacity other than in connection with the relationship provided by this Agreement or otherwise as approved in writing by the other party. Company agrees that all work product developed by NPA shall be, become and constitute Confidential Information which shall be and become the sole property of Client. Upon termination of this Agreement, each party shall return all Confidential Information to the other party, in whatever form or format such Confidential Information exists.
Covenant Not to Solicit. During the term of this Agreement and for a period of twenty-four (24) months after termination of this Agreement, Client shall not, directly or indirectly, solicit, induce or attempt to induce any of Company’s employees, independent contractors or NPAs to cease being employees, independent contractors or NPAs of Company or to become employees, independent contractors or NPAs of the Client.
Enforcement. Each party acknowledges that, as a consequence of the information to be disclosed to, and acquired by, it pursuant to this Agreement, such party will occupy a position of trust and confidence with respect to the other party’s affairs and services. Each party recognizes that immediate and irreparable damage will result to the other party if it breaches any of the terms and conditions of Section 6 or 7 and each party specifically affirms that it will not do so. If either party does so breach any of such terms or conditions, the other party shall be entitled to preliminary and permanent injunctive relief without the necessity of proving actual damages or the posting or filing of any bond or other security, to restrain any breach or violation of the provisions of Sections 6 or 7.
Disclaimer of Warranties. THE COMPANY’S SERVICES ARE PROVIDED TO CLIENT ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Limitation on Damages. EXCEPT FOR A BREACH BY EITHER PARTY OF SECTIONS 6 OR 7, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUE OR FOR ANY INDIRECT, SPECIAL, COVER, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND IN NO EVENT SHALL COMPANY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE, THE AGGREGATE AMOUNT PAID TO COMPANY UNDER SECTION 4 OF THIS AGREEMENT FOR THE PRECEDING THREE (3) MONTHS.
Assignment. This Agreement may not be assigned by Client. This Agreement may be assigned by Company to another entity that provides management consulting services to nonprofit corporations.
Notices. All notices or other communications hereunder shall be in writing and shall be deemed given if delivered personally, mailed by first class mail or sent by e-mail, addressed to Company or Client, as the case may be, at the address set forth below their respective signatures on the signature page hereof.
Waiver. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.
Entire Agreement, Amendment. This Agreement is intended by the parties to constitute and does constitute the entire agreement between Company and Client. This Agreement supersedes any and all prior agreements, understandings, negotiations and discussions of the parties, whether oral or written. This Agreement may be amended, waived, discharged or terminated only by an instrument in writing signed by the party against whom enforcement of the amendment, waiver, discharge or termination is sought.
Governing Law. This Agreement shall be governed by and construed in accordance with the domestic internal law of the Commonwealth of Pennsylvania.
Severability. No part of this Agreement will be affected if any other part of it is held invalid or unenforceable.
Captions. The captions contained in this Agreement are for reference purposes only and are not part of this Agreement.
Survival. Sections 6, 7, 8, 9 and 10 of this Agreement shall survive any termination of this Agreement.
Counterparts. This Agreement may be executed in counterparts which when taken together shall constitute one agreement binding on all the parties notwithstanding that all the parties are not signatories to the same counterpart.