TERMS & CONDITIONS
Version: v2025.10 (Effective: October 3, 2025)
Contract Framework. These Terms and Conditions (“Terms”) govern all services provided by Mangen & Associates (“M&A”). These Terms are incorporated by reference into any Quote, Estimate, Proposal, Statement of Work, Order Form, or similar ordering document (each, an “Order”) that links to or references these Terms.
Electronic Acceptance (E-SIGN/UETA). By clicking “Accept Quote,” “I Agree,” signing electronically, or otherwise indicating assent to an Order that links to or references these Terms, the client (the “Client”) (a) agrees these Terms are part of the binding agreement between Client and M&A, (b) consents to electronic records and signatures under the U.S. E-SIGN Act and the Uniform Electronic Transactions Act (UETA), and (c) acknowledges it had the opportunity to review these Terms prior to acceptance.
Changes to Terms. M&A may update these Terms prospectively by posting a new version and effective date on this page. No update will modify any previously accepted Order unless both parties agree in writing.
- Term and Termination
This Agreement is effective beginning the date a quote or estimate is accepted, and shall continue in full force and effect for the length of the agreement or project (the “Term”), unless and until terminated pursuant to this Section. Any annual agreements shalll continue on a one-year basis thereafter, unless terminated without cause by either party, in writing by 90 days prior to the date of expiration (the Notice).
Other than termination at expiration as stated above, termination by Client shall be for cause if terminated within one year via submission of a Notice of Termination to M&A. Any written Notice of Termination as referred to above shall state the cause and provide an opportunity for M&A to cure, renegotiate, or correct such cause within 15 business days from the date M&A receives such Notice. If M&A fails to cure, renegotiate or correct such cause within 15 days, this Agreement will terminate 15 days from the date M&A received the Notice of Termination. M&A is expected to continue the provision of services during this 15-day period.
Upon termination, Client shall immediately pay M&A all amounts due through the last day of the Term or extension period (if M&A continues to serve Client after the expiration of the Term). If termination is initiated by M&A, M&A will support the transition to a new service provider selected by Client on or before the effective date of termination.
- Scope of Work, Fees and Relationship
During the Term, M&A’s Base Scope of Work and Fee Schedule shall be as set forth in the quote or estimate. Cliet and M&A may amend the Scope of Work and related Fee Schedule at any point during the Term of this Agreement by mutual written consent.
(b) Independent Contractor Status
Nothing in this Agreement is intended nor shall be construed to create an employer/employee relationship between Client and M&A. The sole interest and responsibility of the parties is to ensure the services covered by this Agreement shall be performed and rendered in a competent, efficient, and satisfactory manner. Provider is particularly well-situated for Independent contractor status due to its experience and leadership, its staff and operational systems. M&A must retain oversight of this Agreement and evaluate the effectiveness of day-to-day services and M&A’s carrying out of the Services.
3. Payment
Invoices will be submitted by M&A for payments by Client. This payment is due upon receipt of invoice and is considered past due thirty (30) business days from receipt of invoice. If the Client has any valid reason for disputing any portion of an invoice, Client will so notify M&A in writing explaining the specific reason for dispute and the portion disputed, within ten (10) days of receipt of invoice by M&A, and if no such notification is given the invoice will be deemed valid. The portion of the M&A’s invoice which is not in dispute shall be paid in accordance with the procedures set forth herein.
A finance charge of 0.5% per month on the unpaid amount of an invoice will be charged on past due accounts. Payments by Client will thereafter be applied first to accrued interest and then to the principal unpaid balance. Any costs or professional fees incurred in collection of delinquent accounts shall be paid by Client. If payment of invoices is not current, M&A may suspend performing further work until all past due accounts are paid.
The costs for the Scope of Work are as specified on the proposal, attached to and made a part of this Agreement (Attachment A).
4. Ownership of Work
Client may use the formats, forms and/or writings produced by M&A for its own use. However, the forms, procedures, programs, schedules, and work product done by M&A during the Term of this Agreement shall not be distributed by Client to any other organizations or individuals.
5. Confidentiality
M&A and Client each recognize that during the course of the Term they may acquire knowledge or confidential information or trade secrets of the other party. M&A and Client each agree to keep all such confidential information in a secure place and further agree not to publish, communicate, divulge, use, or disclose, directly or indirectly, for its/his/her own benefit or for the benefit of another, either during or after the Term, any such confidential information or trade secrets without prior written consent of the other party. This obligation of confidence shall not apply with respect to information that (1) is used for a comparative analysis by M&A where the business is not identified by name, (2) is available to M&A from third parties on an unrestricted basis, or (3) is available to others via open records requirements.
6. Representations
M&A agrees that during the performance of this Agreement, it will abide by all laws, rules, and regulations.
Client shall; (a) comply with all applicable federal and state laws, rules, and regulations; (b) consider and give deference to reasonable M&A recommendations for matters related to the Scope of Services under this Agreement; (c) work with M&A in recommending and adopting policies and procedures that M&A can implement; (d) not pressure M&A to hire friends or family members of the Client staff or to violate nondiscrimination laws or best business practices; (e) not hire, engage, solicit the services of, or induce any employee of M&A to terminate his/her employment with M&A after the conclusion of this Agreement for a period of at least two years without M&A’s prior written consent; (f) provide to M&A, in a timely manner access to all data to complete the Scope of Work at the discretion of M&A; and (g) defend, indemnify, and hold M&A and its members, owners, officers, directors, managers, employees, and agents harmless from and against any claims, actions, liabilities, damages, penalties, assessments, costs, and expenses (including, but not limited to, court costs, collection costs, receiver fees, accounting or audit fees and attorney fees) related in any way to Client’s failure to provide or report accurate data to M&A, or improper, inaccurate, erroneous, fraudulent, negligent, or incomplete information or data to M&A. This indemnification survives the termination, expiration or non-renewal of this Agreement.
7. Insurance/Assignment/ Indemnification
Client shall request that M&A purchase and maintain during the term of this agreement commercial general liability and professional liability errors and omissions insurance coverages and that Cilent be named as an additional insured on M&A’s general liability insurance, which shall include a separation of insureds clause and a 30-day prior written notice of cancellation of such insurance to the additional insureds.
Neither party shall have the right to assign or transfer their rights under this Agreement to any third party without prior written consent from the non-transferring party.
Client and M&A each agree to defend, indemnify, and hold harmless the other, and each of their employees, directors, members, officers, and owners, from and against any and all claims, demands, losses, damages, costs, liabilities and expenses including court costs and reasonable attorney or professional fees unless otherwise specified herein, which may be asserted against, imposed upon, or incurred or sustained by the other as a result of acts or omissions or violations of any statute, ordinance, rule or regulation by the other or its employees, administrators or assigns, and/or which arise out of the other’s breach of this Agreement. This indemnification survives the termination, expiration or non-renewal of this Agreement for a period of two years.
Any disputes arising under this Agreement must be initiated within six (6) months after the cause of action (a) is discovered by the party claiming dispute, or (b) after the cure period in Section1 paragraph 2 expires and the dispute is not cured, or (c) after mediation is exhausted pursuant to Section 8, whichever is later, or, shall be forever barred in any court or another dispute resolution forum. This paragraph survives termination or expiration of this Agreement for a period of two years.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR FOR ACTUAL DAMAGES IN EXCESS OF $150,000.
8. Dispute Resolution
Disputes between the parties involving the application or interpretation of this Agreement, unless the remedies for enforcement are otherwise specified herein, shall be resolved through non-binding mediation using a trained, experienced mediator selected by mutual agreement of the parties, or, if no agreement, then as selected by the parties based on the first second and third choices of each party if there is any overlap in choices. The parties shall share the cost of mediation equally. Each party shall be responsible for its own attorney fees.
9. Miscellaneous
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, and in the venue of Cuyahoga County Ohio, without reference to principles of conflict of laws, and supersedes all prior or written agreements between the parties, constituting the entire agreement between the parties.
(b) This Agreement is effective upon client acceptance of provided quote/estimate, and, may not be amended or modified otherwise than by a written agreement executed by the parties pursuant to this subsection.
(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. This Agreement may be executed in counterparts that together shall constitute a single agreement and facsimile signatures will be considered originals.
(d) The failure of either party to at any time to enforce performance of any provisions or responsibilities under this Agreement shall in no way affect its rights thereafter to enforce the same, nor shall the waiver by either party of any breach of any provision hereof be held to be a waiver of any other breach of the same or any other provision.
(e) The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. The parties acknowledge and agree that this Agreement has been negotiated by the parties, that each party has been given the opportunity to independently review this Agreement with legal counsel, and that each party has the requisite experience and sophistication to understand, interpret and agree to the particular language of the provisions hereof. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of this Agreement, this Agreement shall not be interpreted or construed as favoring or disfavoring either party.
(f) Any notice, demand or request under this Agreement shall be deemed sufficiently given when received if in writing and signed by an authorized party, and sent either by hand-delivery with a witness, overnight delivery with signed proof of delivery, certified mail return receipt requested, facsimile with proof of successful delivery, or electronic mail with confirmed delivery and receipt.
