Maintenance Agreement - CDF
This Retainer Agreement(“Agreement”) dated August 17, 2022, (the “Effective Date”) is made between Little Lighthouse Press LLC (the “Service Provider”) located at 2035 Sunset Lake Road, Suite B-2, in the city of Newark, zip code 19702, and county of New Castle, in the state of Delaware in the United States of America and The Caricom Development Fund (the “Client”), located at 1st Floor East, SKY Mall, Haggatt Hall, St. Michael, BB11063, Barbados, for the purpose of setting forth the exclusive terms and conditions by which the Client desires to acquire the services and/or consultation of the Service Provider.
The purpose of this Retainer Agreement is to outline the nature of the Parties’ engagement and their respective expectations and responsibilities under this Agreement.
In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following:
Client retains the above Service Provider, and the Service Provider agrees to perform for the Client, certain services set forth in Exhibit A to this Agreement (the “Services”). Any Service outside of the scope as defined in Exhibit A (The Invoice) to this Agreement will require a new Retainer Agreement for other services agreed to by the Parties.
The Service Provider will be compensated for their time spent on this engagement following the payment terms set-forth below:
This Agreement shall be effective on the date hereof and shall continue until terminated by either party upon 30 business days written notice. The Client understands that the Service Provider may terminate this agreement at any time if the Client fails to pay for the Services provided under this Agreement or if the Client breaches any other material provision listed in this Retainer Agreement. Client agrees to pay any outstanding balances within 30 days of termination.
The Parties subject to this Agreement understand and acknowledge that this Agreement is not exclusive. Each Party respectively agree that they are free to enter into other similar Agreements with other parties.
The Client understands that the Service Provider is not an Independent Contractor. Further, the Service Provider is not an employee, agent, partner, or representative of the Client.
Parties to this Agreement shall first attempt to settle any dispute through good-faith negotiation. If the dispute cannot be settled between the parties via negotiation, either party may initiate mediation or binding arbitration in the State of Delaware. If the parties do not wish to mediate or arbitrate the dispute and litigation is necessary, this Agreement will be interpreted based on the laws of the State of Delaware, without regard to the conflict of law provisions of such state. The Parties agree the dispute will be resolved in a court of competent jurisdiction in the State of Delaware. The prevailing Party to the dispute will be able to recover its attorney’s fees and other reasonable costs for a dispute resolved by litigation or binding arbitration.
This Agreement shall inure to and be binding upon the undersigned and their respective heirs, representatives, successors and permitted assigns. This Agreement may not be assigned by either party without the prior written consent of the other party.
This Agreement shall be governed in all respects by the laws of the State of Delaware without regard to the conflict of law provisions of such state. This Agreement shall be binding upon the successors and assigns of the respective parties.
Should a dispute between the named Parties arise lead to legal action, the prevailing Party shall be entitled to any reasonable legal fees, including, but not limited to attorneys’ fees.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile. email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
This Agreement and related documents entered into in connection with this Agreement are signed when a party’s signature is delivered electronically, and these signatures must be treated in all respects as having the same force and effect as original signatures.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or un-enforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
All captions herein are for convenience or reference only and do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
No waiver of or failure to act upon any of the provisions of this Agreement or any right or remedy arising under this Agreement shall be deemed or shall constitute a waiver of any other provisions, rights or remedies (whether similar or dissimilar). Amendment. This Agreement may be amended only by a writing signed by all of the Parties hereto.
This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.
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Signed by Delamiko Bey
Signed On: June 28, 2022
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Document Name: Maintenance Agreement - CDF
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