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HAPPIES BUSINESS CONSULTING FOR BFRM LEGAL

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HAPPIES WILL CONSULT FOR BFRM FROM JULY 18, 2018 TO AUGUST 31, 2018 TO PROVIDE NEW PAYING CLIENTS. 

BFRM WILL PAY HAPPIES A $3600 CONSULTING RETAINER. 

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HAPPIES WILL ONLY RECEIVE 15% COMMISSION NEW PAYING CLIENT PURCHASES, AFTER THE $3600 THRESHOLD RETAINER IS EXCEEDED. 

 
 
 
 

PAYMENT TERMS AND CONTRACT CONDITIONS

Expectations

 

BFRM Staff, Brian Mantilla will be available on weekdays for 1 hour per day to respond to Happies staff questions, to aid the sales and new client generation process. 

BFRM will provide Happies access to Happies Client Billings via the BFRM portal. This is to help happies keep track of client earnings

Sales: Although Happies cannot accurately guess the possible number of acquisitions, based on current research, Happies predicts that the number of new clients in the first month, will be at least five, one of which will be a large sized law firm.

You acknowledge that we cannot guarantee and therefore shall not be in any way responsible for the security or privacy of the BFRM website and any information provided to or taken from the Happies website by you. We will not be liable, in contract, tort (including without limitation, negligence), pre-contract or other representations (other then fraudulent or negligent misrepresentations) or otherwise arising out of or in connection with these Conditions for:

  • economic loss (including without limitation loss of revenues, profits, contracts, business or anticipated savings); or
  • any loss of goodwill or reputation; or
  • any loss which was not brought to the attention of Happies at the time the contract was made or any loss that would be an unforeseeable consequence of a breach of the contract by Happies; in any case whether or not such losses were within the contemplation of either of us at the date on which the event giving rise to the loss occurred, was suffered or incurred by one of us arising out of or in connection with the provision of an matter under these Conditions.
  • Notice in the Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or that or our servants, agents or employees.

RETAINER & PAYMENT METHOD

$3600 paid upon agreement of this contract.International Bank Transfer or Credit Card (Click Pay Now) at the end of this page.

Commission Payments (Card Clients)

Same Friday of the payment receipt week. 

Commission Payments (Net 30 to 90 Day Clients)

Friday of the payment receipt week. 

NON-DISCLOSURE CONFIDENTIALITY AGREEMENT

This Non-Disclosure confidentiality agreement is made by and between BFRM Legal Services, Brian Mantilla collectively, “The Brands” and "Happies", 1 Suffolk Way TN13 1YL

Whereas Happies is engaged in the business of providing services to The Brands and whereas The Brands are interested in availing such services of Happies.

In furtherance to the above, The Brands hereby agrees to and does hereby engage the services of the Happies  and Happies  hereby accepts the engagement, hereinafter specified by The Brands in connection with all individual projects.

 

RECITALS

(A) Happies  understands that The Brands has disclosed or may disclose information relating to intellectual property and copyright information

pertaining to its companies which to the extent previously, presently, or subsequently disclosed to the Happies  is hereinafter referred to as "Proprietary Information" of the Disclosing Party.

IT IS AGREED as follows:

Definitions

1.1 In this Agreement the following terms shall have the following meanings: "Confidential Information" any information disclosed (whether in writing, orally or by any other means) by or on behalf of The Brands to Happies  or otherwise acquired from The Brands specifically in relation to the Project including, without limitation, any information relating to the Disclosing Party's products, inventions, operations, methodologies, systems, processes, plans or intentions, know-how, design rights, trade secrets, market opportunities, or corporate, business or financial affairs; 

 

"Disclosing Party" the party to this Agreement disclosing the Confidential Information;

"Happies" the party to this Agreement to whom the Confidential Information is disclosed.

Supply and Use of Information

In consideration of each party supplying its Confidential Information to the other party and of the mutual obligations set out in this Agreement, the parties each agree:

to keep the other party's Confidential Information confidential;

not to use the other party's Confidential Information except for the purposes of the Project; and

not to disclose the other party's Confidential Information to any third party and to use reasonable endeavours to prevent any such disclosure except as expressly permitted by this Agreement.

Confidentiality

Each party shall protect the Confidential Information of the other party through the exercise of the precautions set out in this Agreement and with no less protection and care than it customarily uses in preserving and safeguarding its own Confidential Information.

Happies  will keep the Confidential Information in a secure environment, and not copy or use the Confidential Information except as is reasonably necessary in connection with the Project provided always that such copying or use of the Confidential Information is carried out in accordance with the confidentiality obligations contained in this Agreement.

Happies agrees to advise The Brands immediately if it is aware or suspects that the security of the Confidential Information has or may be

compromised in any way or upon becoming aware of any breach of any of the terms of this Agreement and will co-operate in every reasonable way to assist the Disclosing Party in recovering the Confidential Information or preventing its further disclosure or use.

This Agreement shall not apply to Confidential Information which:is or becomes generally available to the public other than as a result of a breach of an obligation under this Agreement or as a result of the negligent act or omission of Happies  or any of its employees, officers, agents, representatives or advisers; or is already known to Happies  by reference to records in its possession prior to or on the date of signature of this letter and which has not been provided to Happies solely and specifically in relation to the Project;

is acquired from a third party who owes no obligation of confidence in respect of the information; or is or has been independently developed by the Happies without access to or use or knowledge of the Confidential Information imparted by the Disclosing Party; or Happies is required to disclose by law, by any court of competent jurisdiction or by a governmental or regulatory authority provided that (to the extent reasonably practicable) the Individual gives not less than 2 business days' notice in writing to The Brands of such disclosure.

3.5 The obligations of confidence will end after a period of 15 years after the date of execution of this Agreement.

Disclosure

Happies shall not reproduce, copy, disclose, disseminate and/or transfer

to any third party in whole or in part any Confidential Information of the Disclosing Party except in the following circumstances:

with the prior written consent of the Disclosing Party;

on a need-to-know basis to its employees or agents or the employees of any associated company or firm, or in relation to any claim or possible claim in connection with this Agreement, to its professional advisers, subject in each case to the provisions of clause 4.2 below.

Happies will ensure that any person to which it discloses Confidential Information of The Brands pursuant to clause 4.1 above is:

advised of the proprietary and confidential nature of the Confidential Information, together with the restrictions on duplication, use and disclosure; and

contractually bound by appropriate obligations of confidence in a form similar to those contained in this Agreement, before access to such Confidential Information is granted, and on the understanding that the Recipient Party shall be jointly and severally liable for any such person in respect of any breach of confidentiality that he/she/it may commit.

No Licence

No licence (express or implied, by estoppel or otherwise) under any trade secret right, trade mark, patent, copyright or other intellectual property right or any application for the same which is or may hereafter be owned by or licensed to The Brands is

granted to Happies in relation to the Confidential Information except as expressly set out in this Agreement.

Warranty and Liability

 

Each party warrants to the other party that it has the right to disclose its Confidential Information to the other party.

Subject to clause 6.1 above and to the extent permissible by law, neither party accepts any responsibility for or makes any representations or warranties (express or implied, statutory or otherwise) with respect to the adequacy, accuracy, reliability or completeness of any of the Confidential Information and neither party shall be liable to the other or any third party for any loss or damage resulting from use of the Confidential Information.

Return of Documentation

Each party undertakes within 24 hours of receipt of a written request from the other party to return to the other party all documents and other materials in its possession, custody or control (including all copies of the same) that bear or incorporate any part of the other party's Confidential Information or, if so requested, to destroy or expunge any such Confidential Information (whether in any computer, word processor or other like device or otherwise in the possession or control of Happies  or any of its employees, agents, officers, representatives or sub-contractors) without retaining copies thereof.

Unauthorised Disclosure

The parties acknowledge that monetary damages may not be sufficient remedy in respect of unauthorised disclosure of the Confidential Information and the Disclosing Party shall in those circumstances, without waiving its other rights and remedies, be entitled to such injunctive or equitable relief as may be deemed proper by a competent court.

General

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

No delay by either party in enforcing any of the terms or conditions of this Agreement will affect or restrict the other party's rights and powers arising under this Agreement.

No waiver of any term or condition of this Agreement will be effective unless

made in writing. Any amendments to this Agreement will not be effective unless agreed in writing and signed by both parties.

The provisions of this Agreement which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind both parties.

This Agreement forms the entire agreement between the parties relating to the subject matter. It replaces and supersedes any previous proposals, correspondence, understandings or other communications whether written or oral. The parties' obligations under this Agreement shall survive termination of any agreement or relationship between the parties.

If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, the remaining provisions will continue in full force and effect as if this Agreement had been executed without the invalid provision.

9.8 This Agreement is governed by and will be construed in accordance with the laws of California and in the event of dispute the parties will attempt to resolve the dispute in good faith by senior level negotiations. Where both parties agree that it may be beneficial the parties will seek to resolve the dispute through mediation using the services of the Centre for Dispute Resolution to facilitate the mediation process. If the dispute is not resolved through negotiation or mediation both parties agree that the California Courts will have exclusive jurisdiction in connection with the resolution of the dispute.

Non Disclosure Agreement

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