Terms of Service

This Terms of Service ("AGREEMENT") is made as of the Effective Date specified on the signup form by and between Primaz LLC. ("Primaz LLC") a Delaware corporation having a principal place of business at 68 Harrison AVE STE 605 PMB 53564 BOSTON, MA 02111 and CLIENT, whose name and address will be specified on the signup form, Collectively Primaz LLC and Client shall be known as the "PARTIES".

The Parties agree as follows:

SERVICES PROVIDED BY Primaz LLC - Primaz LLC shall provide Client certain selected service options ("SERVICES") specified in the sign-up form. The services shall incorporate the terms and provisions of this Agreement. To the extent the services provides additional and/or conflicting terms to this Agreement, the terms of the services shall prevail. All Primaz LLC subcontractors, if any, shall be bound to perform all obligations under this Agreement as if they were being performed by Primaz LLC.

CLIENT DUTIES - Client shall not contract for related services with any current or former Primaz LLC employees or subcontractors for a period of twenty-four (24) months from the date agreement or employment relationship with Primaz LLC terminated. Failure to comply with this provision may at Primaz LLC' sole discretion result in (i) removal of all existing consultant resources from Client sites and/or (ii) the immediate termination of this Agreement and Primaz LLC' obligation to provide any further Services.

CONFIDENTIAL INFORMATION - The term "CONFIDENTIAL INFORMATION" shall mean: (i) any and all information which is disclosed by either party ("OWNER") to the other ("RECIPIENT") verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary; and (ii) the terms, including without limitation, the pricing, of this Agreement and any proposals or other documents that preceded this Agreement. Confidential Information may include, but not be limited to, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, client lists, employee information, financial information, confidential information concerning Owner's business or organization, as Owner has conducted it or as Owner may conduct it in the future. In addition, Confidential Information may include information concerning any of Owner's past, current, or possible future products or methods, including information about Owner's research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, leasing, and/or software (including third party software).

Owner's Confidential Information shall be treated as strictly confidential by Recipient and shall not be disclosed by Recipient to any third party except to those third parties operating under non-disclosure provisions no less restrictive than in this Section and who have a justified business "need to know". Client shall protect the deliverables resulting from Services with the same degree of care. This Agreement imposes no obligation upon the Parties with respect to Confidential Information which either party can establish by legally sufficient evidence: (a) was in the possession of, or was rightfully known by the Recipient without an obligation to maintain its confidentiality prior to receipt from Owner; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality; (d) is independently developed by Recipient without the participation of individuals who have had access to the Confidential Information; or (e) is required to be disclosed by court order or applicable law, provided notice is promptly given to the Owner and provided further that diligent efforts are undertaken to limit disclosure.

The Recipient shall not obtain, by virtue of this Agreement, any rights, title, or interest in any Confidential Information of the Owner. Within fifteen (15) days after termination of this Agreement, each party shall certify in writing to the other that all copies of Confidential Information in any form, including partial copies, have been destroyed, returned, or used solely as the Owner so directs.