Last updated 09/27/2022
NON-SOLICITATION
Both parties acknowledge that each has a substantial investment in their respective employees and consultants. In Consideration of this investment, the parties agree that during the term of any Agreement between them, and for a 36 month period thereafter, neither party may solicit for employment, retain, employ, or contract with any employee or consultant of the other who is providing or has provided services related to this Agreement, without first receiving written consent from the other party which shall not be unreasonably withheld and shall in no event be withheld if ProNovos is unable to fulfill its contractual requirements to Client.
DATA SECURITY
ProNovos certifies that it fully qualified to fulfill the obligations of this Agreement and that it retains the personnel, resources and vendor accounts to provide the highest level of care in maintaining the data security of the client. ProNovos shall take all commercially reasonable precautions to ensure that the Client’s data and operating systems are not compromised or hampered in any way associated with ProNovos’ implementation of the Services being provided under this Agreement.
LIMITS OF LIABILITY
In no event will ProNovos be liable for any indirect, punitive, incidental, special, or consequential damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, arising under or relating to this agreement or from the use of or inability to use the service. This liability exclusion shall not include the company’s failure to maintain data security as outlined in above article and/or in the event company is responsible for damages during the extraction of data from Source Systems.
TERMINATION
This agreement may be terminated for the following reasons:
- By Company for the non-payment of any of the monthly service fees by Client, which non-payment continues for a period of (30) days from the date of invoice, unless Client has a bona fide dispute regarding a specific invoice.
- By Client for a material breach or non-performance by Company of any provisions of this Agreement, provided however that written notice of the alleged breach shall be given to the allegedly breaching party, which shall not have remedied or cured the alleged breach within thirty (30) days after such notice.
GOVERNING LAW
This Agreement is governed by the law of the State of Georgia. Should an action be commenced to enforce the terms of this Agreement, each of the parties agree that the County of Fulton shall be the venue for such an action. Should any litigation be commenced between the parties to this Agreement, concerning any of the matters stated herein, then the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs from the other party in such an action. Prior to the commencement of any litigation, a mandatory mediation, attended by decision makers from both parties, shall take place in Atlanta, Ga.