CONFIDENTIALITY
Client recognizes that certain information that may be shared by the Borden Group is proprietary and confidential, and that the dissemination of this information would cause harm to the Borden Group.  This includes the systems, strategies, analysis, methods, templates, reports, and tools provided and/or implemented by The Borden Group, which are intended and accepted only for use by Client in the marketing and branding of Client, and shall not be shared with others, for example Client’s customers or affiliates, or other marketing and branding consultants, for use in their businesses.  Any other information as to which confidentiality is requested or expected must be specifically identified and confirmed in a writing signed by Client and The Borden Group before becoming subject to this provision.   Client and The Borden Group recognize and agree that breach of this provision would cause material harm and agree that entry of an injunction would be warranted to prevent or minimize such harm, and that the breaching party shall be responsible to pay any resulting damages, and the attorney’s fees and costs incurred as a result of the need to enforce this provision.

INAPPROPRIATE CONDUCT
The parties to this Agreement shall conduct themselves in a professional, respectful manner at all times. It is agreed and understood that no form of inappropriate conduct, including gender, racial, or age discrimination, sexual harassment, abusive speech, or abusive behavior, shall be tolerated. Breach of this provision shall be cause for immediate termination of the Agreement.

GOVERNING LAW
This Agreement, and the interpretation and implementation thereof, shall at all times be governed by New Jersey procedural and substantive law, without reference to or consideration of choice of law or conflict of laws principles that could require the application of a different state’s law. Any legal dispute shall be raised and adjudicated in the state courts of New Jersey, and the parties agree that any such claim or suit shall be filed and pursued only in the Superior Court of New Jersey, Sussex County, located in Newton, New Jersey. Client waives any defenses or objection to personal or other jurisdiction in that Court.

TERM AND PAYMENT
The services described herein are to be on an annual basis. 30-day retainer required upfront prior to project launching. Payment of the retainer/project fee to be made via payment method prior to start.  Either party may terminate this Agreement on 30 days’ advance notice after 5 months; in such event, all amounts owed for all work are to be paid on or before the last day during which the Agreement is in force. Note: payment is due prior to The Borden Group beginning any work.  In the event Client fails to make payment as agreed, The Borden Group will be entitled to recover its attorney’s fees and costs incurred in pursuing payment, including for collection.

TIME AND METHODS ALLOCATED FOR PROJECTS
The Borden Group has implemented proprietary systems and created a formula and has allocated a reasonable amount of time per project depending on the services to be provided.  The Borden Group shall not be required to implement different systems or strategies suggested by Client, or spend excessive time on a project. If the Client’s demands result in excessive time requirements, the Borden Group will notify the client of the time overage and issue an invoice for the overage of hours at a rate of $200.00 per hour in the next invoice.