Terms And Conditions

over easy office (OEO) Terms and Conditions:

Service Agreement

This Service Agreement ("Agreement") is entered into on (Date of Signature) between Over Easy Office, LLC ("Consultant"), an independent contractor, and (Name of Client) ("Client"). This Agreement outlines the respective rights and obligations of both parties regarding the Consultant's engagement to provide services to the Client.

Scope of Services

• The specific services to be provided by the Consultant will be outlined in a Statement of Work (SOW) detailed in a Proposal, which must be approved by the Client through electronic signature.

• The SOW will be determined based on the selection of specialists required by the Client to join their team. The Client will build their team based on the available specialists provided by Over Easy Office (OEO). For more information, please refer to the [OEO Specialist Guide: HERE].

• The Consultant’s specialists will focus on automating tasks the Client wishes to address, effectively acting as an extension of the Client's team. Each specialist or full-time equivalent (FTE) will work a 40-hour week, ensuring consistent support for large projects and emergencies. All specialists are trained across major restaurant platforms to deliver reliable and effective service.

• The Consultant will provide services as specified in the approved Statement of Work. Additionally, the Consultant may add FTEs to the Client's project without requiring a new contract or payment authorization, as long as all project requirements are met.

• Consultation services for defining workflows and introducing outsourcing processes are available and will be managed separately through mutual agreement, if required.

• The Client will be assigned an OEO Account Manager for direct communication (via calls, meetings, emails, etc.), who will oversee process reviews, planning, oversight, and account audits.

Price:

• For pricing details on our specialists (AP Processing, Inventory management, Bookkeeping, and Accounting & Tax Prep), please check the [Pricing Guide: HERE].

• The total price will vary based on the number and specialty of FTEs to add to the Client.

• The price covers one week of service, with subsequent weekly billing.

• The Client must sign a Recurring Payment Authorization Form. Payments to the Consultant can be made via ACH or credit card, billed every Monday for the previous week's work.

• $0 increase through the remainder of 2024

Duties, obligations, and payment to be performed by Client:

• Establish a lead Point of Contact (POC) on your team(s) for OEO communications.

• Provide access to OEO personnel to all necessary tech platforms, software, accounts, etc. (such as usernames/passwords) within the first 2 weeks of the commencement date of the contract.

• Payment to Over Easy Office, LLC is via ACH or CC and will be billed weekly on Mondays. The Client agrees to sign a Recurring Payment Authorization Form (form follows in the document).

• PLEASE NOTE: Additional FTE may be added to your account at your discretion (via email, or other written request). Additional FTE’s do not necessitate a new contract and payment authorization form but will assume all requirements, responsibilities, and guidelines listed herein.

Cancellation policy - Liquidated Damages Clause

• After the 4-week initial service window, either party may cancel at any time with 4 weeks’ written notice to the address and email listed below. If the Client cancels the Service Agreement early or breaches the Service Agreement, they hereby agree that damages to the Consultant will be hard to calculate and agree that they will pay liquidated damages of $2,950 (or roughly 4 weeks “severance pay” for the FTE that was trained and allocated) to the Consultant. This is not intended to be a penalty, but an accurate estimation of the cost to the Consultant for the trained FTE, upon breach or early termination of the contract.

Continuation of Services

• If service is discontinued for any reason, the Consultant will return any Client-owned materials that are necessary for the Client to continue their bookkeeping workflows.

General Provisions

1. Intellectual Property and Technology Ownership: Each party shall maintain and retain ownership of all intellectual property currently owned by such party or, subject to this Paragraph A, developed by such party. Intellectual property is defined as all inventions, improvements, discoveries, designs, data, concepts, ideas, processes, methods, techniques, know-how, software and information, including schematics, engineering drawings, marks, mask works and writings respecting the software products conceived, made or produced by Client or Consultant. Consultant shall not develop or create any intellectual property using any intellectual property of Client, and if Consultant develops or creates any such intellectual property, such intellectual property shall be owned by Client. If intellectual property is created by Consultant during the course of performing services under this Services Agreement, or made or produced as the result of the efforts of Consultant pursuant to this Services Agreement without using any intellectual property of Client, Consultant shall own such intellectual property and negotiate licensing rights to such intellectual property to Client. Although it is not intended that Consultant and Client will jointly develop any intellectual property during the course of the collaboration hereunder, if any intellectual property is jointly developed, the parties shall attempt to negotiate ownership and licensing rights in good faith, depending on the technology being developed and the relative interests and needs of the parties.

2. Mutual Confidentiality: Neither Consultant nor Client shall disclose, use for their own benefit except in connection with this Agreement or disseminate confidential information obtained from or in relation to this Services Agreement. “Confidential Information” means (a) any technical and non-technical information related to the Consultant’s / Client’s business and current, future and proposed products and services of Consultant / Client, including for example and without limitation, Innovations, Intellectual Property, Personal Property and information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information, marketing plans and business plans, in each case whether or not marked as “confidential” or “proprietary” and (b) any information that Customer or Client has received from others i.e., Third Parties not bound by this Agreement.

3. Consultant’s Employees: Client covenants and agrees and is prohibited from hiring or otherwise persuading Consultant’s employees to leave their employment with Consultant for a period of 36 months from the date of the signing of this Agreement. The Client also agrees that the Confidentiality clause as stated above in Section B. applies to communications between Client and Consultant’s employees.

4. Client’s Employees: Consultant covenants and agrees and is prohibited from hiring or otherwise persuading Client’s employees to leave their employment with Client for a period of 36 months from the date of the signing of this Agreement. The Consultant also agrees that the Confidentiality clause as stated above in Section B. applies to communications between Consultant and Client’s employees.

5. Client´s Customers: Client maintains its own unique customer base. Consultant covenants and agrees that it will not solicit, persuade, entreat or seek business from Client’s customers during the period of this Agreement and for 36 months after the termination of this Agreement.

6. Independent Contractors. Both Parties are independent contractors under this Agreement. Nothing herein contained shall be deemed to create an employment, agency, joint venture or partnership relationship between the Parties hereto or any of their agents or employees, or any other legal arrangement that would impose liability upon one Party for the act or failure to act of the other Party. Neither Party shall have any express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever.

7. Data Security: Both Parties to this agreement agree to abide by and maintain adequate data security measures, consistent with industry standards and technology best practices, to protect their own and each other’s shared data from unauthorized disclosure or acquisition by an unauthorized person. Consultant maintains a data breach insurance policy.

8. Severability. If a court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected.

9. Entire Agreement: This Agreement constitutes the final and exclusive agreement between the parties relating to this subject matter and supersedes all agreements, whether prior or contemporaneous, written or oral, concerning such subject matter. Neither Party is deemed to have drafted this document and errors in the Services Agreement shall not be held against either party.

10. Governing Law: Forum: The laws of the United States of America and the State of Nevada govern all matters arising out of or relating to this Agreement, as applicable.

Recurring Payment Authorization Form

Authorize regularly scheduled charges to your bank account or credit card. You will be charged the amount indicated below each billing period, which occurs on Mondays for the following week. A receipt for each payment will b emailed to you. You agree that no prior notification will be provided unless the date or amount changes.

Last updated:

September 23, 2024.