Terms and Conditions + PRIVACY POLICY

These terms and conditions (the "Terms and Conditions") govern the use of www.henleymckinnon.com (the "Site"). This Site is owned and operated by Henley McKinnon LLC. This Site is an ecommerce website.

By using this Site, you indicate that you have read and understand these Terms and Conditions and agree to abide by them at all times.

Intellectual Property
All content published and made available on our Site is the property of Henley McKinnon LLC and the Site's creators. This includes, but is not limited to images, text, logos, documents, downloadable files and anything that contributes to the composition of our Site.

Acceptable Use
As a user of our Site, you agree to use our Site legally, not to use our Site for illegal purposes, and not to:

Harass or mistreat other users of our Site;

Violate the rights of other users of our Site;

Violate the intellectual property rights of the Site owners or any third party to the Site;

Hack into the account of another user of the Site;

Act in any way that could be considered fraudulent;

Post any material that may be deemed inappropriate or offensive;

Reverse engineering, page-scraping, robot, spider, decrypting, or other automatic device, program algorithm or methodology, alter with, disrupt or interfere the services or content thereof,;

copy or monitor ant portion of the site or content in a way, or reproduce or circumvent the navigation or presentation, site or content; or

attempt to obtain materials, documents or ifnromation through means not purposely made available through the site.

If we believe you are using our Site illegally or in a manner that violates these Terms and Conditions, we reserve the right to limit, suspend or terminate your access to our Site. We also reserve the right to take any legal steps necessary to prevent you from accessing our Site.

Sale of Goods And Services
These Terms and Conditions govern the sale of goods and services available on our Site.

The following goods are available on our Site:

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Sales & Consulting Audits.
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The following services are available on our Site:

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Sales & Consulting Services Packages.
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Digital Products will be paid in Full.

Services will be bid with full Terms & Conditions and payment terms and schedules per your contract.

These Terms and Conditions apply to all the goods and services that are displayed on our Site at the time you access it. This includes all products listed as being out of stock. All information, descriptions, or images that we provide about our goods and services are as accurate as possible. However, we are not legally bound by such information, descriptions, or images as we cannot guarantee the accuracy of all goods and services we provide. You agree to purchase goods and services from our Site at your own risk.

We reserve the right to modify, reject or cancel your order whenever necessary. If we cancel your order and have already processed your payment, we will give you a refund equal to the amount you paid. You agree that it is your responsibility to monitor your payment instrument to verify receipt of any refund.

Subscriptions
Your subscription does not automatically renew. You will be notified before your next payment is due and must authorize that payment in order for your subscription to continue.

Payments
We accept the following payment methods on our Site:

Visa, Mastercard, Discover, American Express, Apple Pay, PayPal, and Venmo.

When you provide us with your payment information, you authorize our use of and access to the payment instrument you have chosen to use. By providing us with your payment information, you authorize us to charge the amount due to this payment instrument.

If we believe your payment has violated any law or these Terms and Conditions, we reserve the right to cancel or reverse your transaction.

Consumer Protection Law
Where any consumer protection legislation in your jurisdiction applies and cannot be excluded, these Terms and Conditions will not limit your legal rights and remedies under that legislation. These Terms and Conditions will be read subject to the mandatory provisions of that legislation. If there is a conflict between these Terms and Conditions and that legislation, the mandatory provisions of the legislation will apply.

Limitation of Liability
Henley McKinnon LLC and our directors, officers, agents, employees, subsidiaries, and affiliates will not be liable for any actions, claims, losses, damages, liabilities and expenses including legal fees from your use of the Site.

Indemnity
Except where prohibited by law, by using this Site you indemnify and hold harmless Henley McKinnon LLC and our directors, officers, agents, employees, subsidiaries, and affiliates from any actions, claims, losses, damages, liabilities and expenses including legal fees arising out of your use of our Site or your violation of these Terms and Conditions.

Applicable Law
These Terms and Conditions are governed by the laws of the State of Washington.

Severability
If at any time any of the provisions set forth in these Terms and Conditions are found to be inconsistent or invalid under applicable laws, those provisions will be deemed void and will be removed from these Terms and Conditions. All other provisions will not be affected by the removal and the rest of these Terms and Conditions will still be considered valid.

Changes
These Terms and Conditions may be amended from time to time in order to maintain compliance with the law and to reflect any changes to the way we operate our Site and the way we expect users to behave on our Site. We will notify users by email of changes to these Terms and Conditions or post a notice on our Site.

Contact Details
Please contact us if you have any questions or concerns. Our contact details are as follows:

info@henleymckinnon.com
You can also contact us through the feedback form available on our Site.

www.henleymckinnon.com

Privacy Policy

Type of website: Ecommerce
Effective date: 28th day of November, 2023

www.henleymckinnon.com (the "Site") is owned and operated by Henley McKinnon LLC. Henley McKinnon LLC can be contacted at:

info@henleymckinnon.com

Purpose
The purpose of this privacy policy (this "Privacy Policy") is to inform users of our Site of the following:

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The personal data we will collect;
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Use of collected data;
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Who has access to the data collected;
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The rights of Site users; and
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The Site's cookie policy.
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This Privacy Policy applies in addition to the terms and conditions of our Site.

Consent
By using our Site users agree that they consent to:

The conditions set out in this Privacy Policy; and

The collection, use, and retention of the data listed in this Privacy Policy.

Personal Data We Collect
We only collect data that helps us achieve the purpose set out in this Privacy Policy. We will not collect any additional data beyond the data listed below without notifying you first.

Data Collected Automatically
When you visit and use our Site, we may automatically collect and store the following information:

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IP address;
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Location;
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Hardware and software details;
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Clicked links;
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Content viewed; and
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Data Collected in a Non-Automatic Way
We may also collect the following data when you perform certain functions on our Site:

This data may be collected using the following methods

How We Use Personal Data
Data collected on our Site will only be used for the purposes specified in this Privacy Policy or indicated on the relevant pages of our Site. We will not use your data beyond what we disclose in this Privacy Policy.

The data we collect automatically is used for the following purposes:

The data we collect when the user performs certain functions may be used for the following purposes:

Who We Share Personal Data With
Employees
We may disclose user data to any member of our organization who reasonably needs access to user data to achieve the purposes set out in this Privacy Policy.

Other Disclosures
We will not sell or share your data with other third parties, except in the following cases:

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If the law requires it;
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If it is required for any legal proceeding;

To prove or protect our legal rights; and

To buyers or potential buyers of this company in the event that we seek to sell the company.

If you follow hyperlinks from our Site to another Site, please note that we are not responsible for and have no control over their privacy policies and practices.

How Long We Store Personal Data
User data will be stored for 10 years.

You will be notified if your data is kept for longer than this period.

How We Protect Your Personal Data
Our employees are bound by strict confidentiality agreements and a breach of this agreement would result in the employee's termination.

While we take all reasonable precautions to ensure that user data is secure and that users are protected, there always remains the risk of harm. The Internet as a whole can be insecure at times and therefore we are unable to guarantee the security of user data beyond what is reasonably practical.

Children
We do not knowingly collect or use personal data from children under 13 years of age. If we learn that we have collected personal data from a child under 13 years of age, the personal data will be deleted as soon as possible. If a child under 13 years of age has provided us with personal data their parent or guardian may contact our privacy officer.

How to Access, Modify, Delete, or Challenge the Data Collected
If you would like to know if we have collected your personal data, how we have used your personal data, if we have disclosed your personal data and to who we disclosed your personal data, or if you would like your data to be deleted or modified in any way, please contact our privacy officer here:

info@henleymckinnon.com

Do Not Track Notice

Do Not Track ("DNT") is a privacy preference that you can set in certain web browsers. We do not track the users of our Site over time and across third party websites and therefore do not respond to browser-initiated DNT signals.

Cookie Policy
A cookie is a small file, stored on a user's hard drive by a website. Its purpose is to collect data relating to the user's browsing habits. You can choose to be notified each time a cookie is transmitted. You can also choose to disable cookies entirely in your internet browser, but this may decrease the quality of your user experience.

We use the following types of cookies on our Site:

Functional cookies
Functional cookies are used to remember the selections you make on our Site so that your selections are saved for your next visits;

Analytical cookies
Analytical cookies allow us to improve the design and functionality of our Site by collecting data on how you access our Site, for example data on the content you access, how long you stay on our Site, etc;

Targeting cookies
Targeting cookies collect data on how you use the Site and your preferences. This allows us to personalize the information you see on our Site for you.
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Third-Party Cookies
Third-party cookies are created by a website other than ours. We may use third-party cookies.

Modifications
This Privacy Policy may be amended from time to time in order to maintain compliance with the law and to reflect any changes to our data collection process. When we amend this Privacy Policy we will update the "Effective Date" at the top of this Privacy Policy. We recommend that our users periodically review our Privacy Policy to ensure that they are notified of any updates. If necessary, we may notify users by email of changes to this Privacy Policy.

Contact Information
If you have any questions, concerns or complaints, you can contact our privacy officer at:

info@henleymckinnon.com

Workshops Full Terms + Conditions

REFUND POLICY Once your Workshop has been scheduled there are no refunds available.

TERMS & CONDITIONS INDEPENDENT CONTRACTOR The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.

The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

SERVICES PROVIDED The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):

Consulting + Workshop Services.

The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

TERM OF AGREEMENT The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

PERFORMANCE The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

COMPENSATION The Contractor will charge the Client the stated fee of Workshop/Course as the Services (the "Compensation").

A retainer of the fees listed above (the "Retainer") is payable by the Client upon execution of this Agreement.

For the remaining amount, the Client will be invoiced as follows: Upon booking of Workshop/Course.

Digital Invoices submitted by the Contractor to the Client are due upon booking.The Compensation as stated in this Agreement does include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

TRADE SECRETS Trade secrets (the "Trade Secrets") include but are not limited to any data or information, technique or process, tool or mechanism, formula or compound, pattern or test results relating to the business of the Client, which are secret and proprietary to the Client, and which give the business a competitive advantage where the release of that Trade Secret could be reasonably expected to cause harm to the Client.

The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Trade Secrets which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

OWNERSHIP OF INTELLECTUAL PROPERTY All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property.

Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.

RETURN OF PROPERTY Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or confidential information which is the property of the Client.

CAPACITY/INDEPENDENT CONTRACTOR In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.

RIGHT OF SUBSTITUTION Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services. In the event that the Contractor hires a sub-contractor: the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor. for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

AUTONOMY Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

EQUIPMENT Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

NOTICE All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

______________________

______________________________

Henley McKinnon LLC, 600 1st Ave, Ste 102 PMB 2173, Seattle, WA 98104, USA info@henleymckinnon.com

or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

INDEMNIFICATION Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

TIME OF THE ESSENCE Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW This Agreement will be governed by and construed in accordance with the laws of the State of Washington.

SEVERABILITY In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Intensives Terms & Conditions

TERMS & CONDITIONS INDEPENDENT CONTRACTOR

BACKGROUND

The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.

The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

SERVICES PROVIDED

The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):

Consulting Services.

The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

TERM OF AGREEMENT

The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

PERFORMANCE

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

COMPENSATION

The Contractor will charge the Client the stated fee of

1/2 Day Intensive

One Day Intensive

Two Day Intensive

as the Services (the "Compensation").

A retainer of the fees listed above (the "Retainer") is payable by the Client upon execution of this Agreement.

For the remaining amount, the Client will be invoiced as follows: Upon booking of Intensive and at start of work.

Invoices submitted by the Contractor to the Client are due upon booking.

The Compensation as stated in this Agreement does include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.

The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

TRADE SECRETS

Trade secrets (the "Trade Secrets") include but are not limited to any data or information, technique or process, tool or mechanism, formula or compound, pattern or test results relating to the business of the Client, which are secret and proprietary to the Client, and which give the business a competitive advantage where the release of that Trade Secret could be reasonably expected to cause harm to the Client.

OWNERSHIP OF INTELLECTUAL PROPERTY

All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property.

Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.

RETURN OF PROPERTY

Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or confidential information which is the property of the Client.

CAPACITY/INDEPENDENT CONTRACTOR

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.

RIGHT OF SUBSTITUTION

Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

In the event that the Contractor hires a sub-contractor:

the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.

for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

AUTONOMY

Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

EQUIPMENT

Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY

The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

NOTICE

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

______________________

______________________________

Henley McKinnon LLC, 600 1st Ave, Ste 102 PMB 2173, Seattle, WA 98104, USA info@henleymckinnon.com

INDEMNIFICATION

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

TIME OF THE ESSENCE

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT

This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of Washington.

SEVERABILITY

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

NON-DISCLOSURES AGREEMENTS Non-Disclosure Agreements as client required and furnished upon contract initiation and full client business name, address and scope of work. Marketing and Publication disclosures upon completion of work for promotional and marketing purposes.

Long + Short Term Support Contracts Terms & Conditions

REFUND POLICY Once your Contract has been scheduled there are no refunds available.

TERMS & CONDITIONS INDEPENDENT CONTRACTOR

The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.

The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

SERVICES PROVIDED The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):

Consulting Services.

The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

PERFORMANCE The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

COMPENSATION The Contractor will charge the Client a fee as stated above as the Services (the "Compensation").

A retainer of the fees listed above (the "Retainer") is payable by the Client upon execution of this Agreement.

For the remaining amount, the Client will be invoiced as follows: Upon booking of Workshop/Course.

Digital Invoices submitted by the Contractor to the Client are due upon booking.The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.

NOTICE All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

______________________

______________________________

Henley McKinnon LLC, 600 1st Ave, Ste 102 PMB 2173, Seattle, WA 98104, USA, USA info@henleymckinnon.com

TIME OF THE ESSENCE Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW This Agreement will be governed by and construed in accordance with the laws of the State of Washington.

NON-DISCLOSURES AGREEMENTS Non-disclosure agreements as the client requires and furnished upon contract initiation and full client business name, address, and scope of work. Marketing and Publication disclosures upon completion of work for promotional and marketing purposes.