“Heads UP”
Federal Policy Advisory Services Engagement Agreement
This Federal Policy Advisory Services Engagement Agreement (this “Agreement”), is by and between Meadows Mental Health Policy Institute for Texas, a Texas non-profit corporation (the “Service Provider”) and , a corporation (the “Client”) and is deemed to be effective as of the initial date of acceptance by Client, and initial payment of the consulting fees for the Initial Term (as defined below) by the Client, in accordance with the terms hereof (the “Effective Date”).
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT WILL GOVERN CLIENT’S ACCESS TO AND USE OF THE SERVICES AND THE HEADS UP MATERIALS (AS DEFINED HEREIN BELOW).
Client agrees to this Agreement, and this Agreement is effective and binding on the Client, by clicking “Accept & Agree” or any other industry standard mechanism during the order and registration process, and Client ratifies its agreement to the terms and conditions of this Agreement, as amended, each time Client uses any aspect of the Services (as defined below). If Client does not agree to this Agreement, as amended, Client may not use the Services for any purpose. Service Provider may periodically amend any portion of this Agreement, the Services, and the terms and conditions of Client’s engagement of Service Provider, including the fees for such Services. Any such amendment will be provided to Client via DocuSign for review and signature (or otherwise in an electronic format for Client’s review and acceptance). If Client does not agree to any change to the Agreement, Client must discontinue using the Services and this Agreement will be terminated. The Service Provider’s federal policy advisory team staff members are not authorized to modify any provision of this Agreement, either verbally or in writing.
1. Services. Service Provider shall provide to Client the services (the “Services”) known as Service Provider’s “Head Up” consultation services, as further detailed on Exhibit A. Service Provider shall provide the Services in accordance with the terms and subject to the conditions set forth in this Agreement. Nothing in this Agreement shall prevent Service Provider from providing the same or similar services to other clients or customers. If Client is an organization, up to five (5) individuals within the organization may use and access the Services (“Authorized Personnel”). Each Authorized Personnel must be specifically identified and contact information (and such other information requested by Service Provider) for such individual must be provided to Service Provider in writing. Client and each Authorized Personnel agree to abide and be bound by all of the terms and conditions of this Agreement.
2. Access and Miscellaneous Terms of Service.
2.1 Access. Client may not grant access to the Services to any person other than Authorized Personnel, and shall maintain the confidentiality of usernames and passwords related to the Services. Client is responsible for ensuring compliance with the foregoing and the other terms of this Agreement by each Authorized Personnel. Client is solely responsible for all activities that occur through the access or use of the Services, including activities of any Authorized Personnel. Client agrees to immediately notify Service Provider of any unauthorized access to the Services. Service Provider will not be responsible for any losses arising from the unauthorized use of the Services.
2.2 Electronic Communications. By registering for, or accessing, the Services, Client and each Authorized Personnel consents to having this Agreement provided in electronic form and receiving communications from Service Provider electronically. Service Provider may communicate with Client and Authorized Personnel by postal mail or e-mail. Client agrees that all agreements, notices, disclosures, and other communications provided to Client electronically satisfy any legal requirements that such communications be in writing, including renewal notices and notices about any changes to the Services.
2.3 Non-Commercial Use. Client understands and agrees that the Heads Up Materials (as defined herein below) are intended solely to accompany and support the Services; and the Heads Up Materials do not constitute legal, financial, medical, or healthcare advice or diagnosis and cannot be used for such purposes. All Services are for personal or internal business use only. Use of the Services for resale or other commercial purpose are prohibited without prior written approval of the Service Provider.
2.4 Third-Party Services. The Services may integrate, be integrated into, or be provided in connection with third-party services. Service Provider does not control those third-party services. Client should read the terms of use agreements and privacy policies that apply to such third-party services. Client agrees that access to the Services using these third-party services shall be subject to the usage terms set forth in the applicable third-party service’s terms of service.
2.5 Internet Access. Client must have internet access to use the Services. Client is responsible for all third-party internet access charges and taxes in connection with the use of the Services and the Heads Up Materials. Client is advised to check with its internet provider for information on possible internet data usage charges.
2.6 Live Services. A substantial portion of the Services will consists of live interactions, including but not limited to consultations provided through zoom (the “Live Services”). Client acknowledges that Live Services can only be accessed through live attendance, which is the responsibility of the Client, and is not recorded or otherwise made available for future use.
2.7 Submissions and Unsolicited Ideas Policies. Service Provider’s policy does not allow acceptance or consideration of unsolicited creative ideas, suggestions, or materials from Client. In connection with anything Client submits to Service Provider, whether or not solicited by Service Provider, Client agrees that such creative ideas, suggestions or other materials Client submits are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between Client and Service Provider in any way, and that Client has no expectation of review, compensation, or consideration of any type. Service Provider does not claim ownership over any ideas, suggestions, or other materials submitted by Client, however, as to such materials, Client grants Service Provider a non-exclusive, sublicensable, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights to use, reproduce, transmit, display, create derivative works or otherwise exploit them for any purpose without limit as to time, manner and frequency of use, without further notice to Client, with or without attribution, and without the requirement of permission from or payment to Client or any other person or entity.
3. Term and Termination and Suspension.
3.1 Term; Renewal. This Agreement shall commence as of the Effective Date and shall continue thereafter for the period specified on Exhibit A (the “Initial Term”, and together with any Renewal Terms, as defined below, the “Term”), unless sooner terminated pursuant to this Section 3. Client may, subject to payment of renewal fees as set forth in Section 4 and acceptance by Service Provider, renew this Agreement for an additional term prior to the end of the then-current term (however no such written notice is required in the event timely and proper payment of any renewal fees is made by Client and accepted by Service Provider) (each a “Renewal Term”). The terms and conditions of this Agreement during any Renewal Term shall be the same as those in effect at the time of renewal. If Client fails to provide timely notice of its intent to renew this Agreement, or timely and proper payment of renewal fees is not made by Client or is not accepted by Service Provider, then this Agreement shall terminate on the expiration of the then-current Term, unless sooner terminated as provided in this Section 3.
3.2 Mutual Termination. Either party may terminate or cancel this Agreement at any time upon providing written notice to the other Party. Service Provider may terminate or cancel this Agreement by sending an email to Client at the email address the Client has provided to Service Provider. Client may terminate or cancel this Agreement by sending an email to HeadsUp@mmhpi.org stating Client’s intent to terminate or cancel this Agreement, and unless otherwise requested by Client or earlier terminated by Service Provider, Client’s cancellation will be effective at the end of the Term in effect at the time of such cancellation. Client agrees that Service Provider may, in its sole discretion and without notice or liability to Client, restrict, suspend, or terminate Client’s access to part or all of the Services and to any Heads Up Materials, for any reason or no reason, including, in the event Service Provider believes Client, or any Authorized Personnel, or any other person, is using or has used the Services in violation of this Agreement or applicable law or regulations or in any manner other than for their intended purpose and in accordance with all other guidelines and requirements applicable thereto.
3.3 Termination of Authorized Personnel. Service Provider also reserves the right to terminate any access to the Services that is associated with any individual who is no longer part of Client’s organization, and Client agrees to immediately notify Service Provider of any such change in status of any Authorized Personnel. Client agrees that Service Provider will not be liable to Client or any third party for any such restriction, suspension, or termination of Client’s access to or use of the Heads Up Materials or the Services.
3.4 Survival. Upon cancellation, expiration or termination of this Agreement, whether terminated by Service Provider or Client, and for any reason or no reason, Client and the Authorized Personnel will immediately lose the right to use or access the Services and the Heads Up Materials. The provisions of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination.
4. Fees and Expenses; Payment Terms.
4.1 Initial Term Fees. In consideration of the provision of the Services by the Service Provider and the rights granted to Client under this Agreement, Client shall pay the consulting fees for the Initial Term as specified on Exhibit A. Invoices for payment will be provided by Service Provider, and payment is the responsibility of the Client. All payments shall be remitted via ACH.
4.2 Renewal Term Fees. At the end of the Initial Term and each Renewal Term, provided Service Provider receives written notice of Client’s intent to renew this Agreement, Service Provider will invoice the Client for payment of the renewal fees, and payment is the responsibility of the Client. All payments shall be remitted via ACH.
4.3 Consulting Fee Changes. Service Provider reserves the right to change Service Provider’s consulting fees for the Services. In the event of a change to the consulting fees, Service Provider will attempt to notify Client thirty (30) days in advance of the change by sending a notice by email to the email address Client has provided to Service Provider. If Client does not wish to accept such change to the consulting fees, Client may cancel this Agreement in accordance with the instructions included in that notice or as specified in this Agreement. If Client does not cancel this Agreement after such change to the consulting fees takes effect and prior to the start of a Renewal Term, Client will be invoiced for the Renewal Term at the consulting fees in effect at that time of such renewal, and timely payment is the responsibility of the Client.
4.4 Taxes. Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder. Service Provider will not be able to notify Client in advance of any changes in applicable taxes.
4.5 Refund Policy. In the event of any cancellation or termination of the Services or this Agreement for any reason by Client or Service Provider, Service Provider will be under no obligation to, and Client is not entitled to, any credit or refund of any or all of the fees paid to Service Provider hereunder.
5. Intellectual Property License Grant and Restrictions.
5.1 License. Subject to the terms of this Agreement, Service Provider grants Client a limited, non-transferable, non-assignable, revocable, non-exclusive and non-sublicensable right to make non-commercial, personal or internal business use of the Services. This is a license agreement and not an agreement for sale or assignment of any rights or ownership interest in the Services, or of any materials delivered or developed in connection therewith, which includes all information, text, files, images, video (including live video, video feeds, and recorded video), sounds, musical works, works of authorship, materials, applications, software, product names, company names, trademarks, service marks, trade names, trade dress, logos, designs, and any other intellectual property, materials or content of Service Provider and Service Provider’s affiliates and their licensors and assignors (collectively, the “Heads Up Materials”). Head Up Materials are owned by Service Provider, its affiliates and/or other licensors, and is protected by the copyright laws of the United States, as well as other intellectual property laws and treaties.
5.2 Restrictions on License. Client agrees as a condition of accepting this license that Client will not (and will not permit another party, including any Authorized Personnel, to) do any of the following without Service Provider’s express written permission, and that these restrictions are a condition of the license granted to Client hereunder:
(a) modify all or any part of the Heads Up Materials, including, without limitation, by removing identification, copyright, or other proprietary notices from any of the Heads Up Materials;
(b) copy any of the Heads Up Materials, except as expressly permitted by this Agreement or Service Provider in writing;
(c) access or use all or any part of the Heads Up Materials in a manner that suggests an association with Service Provider’s products, services, or brands;
(d) use any of the Heads Up Materials for any commercial or business-related use or in any commercial establishment or area open to the public or build a business utilizing any of the Heads Up Materials, whether or not for profit;
(e) create derivative works of any of the Heads Up Materials, or any part thereof, except as and only to the extent that any foregoing restriction is prohibited by application law;
(f) access, monitor, copy, or extract any element of the Service Provider’s website or any of the Heads Up Materials using a robot, spider, script, or other automated means including, for the avoidance of doubt, for the purposes of creating or developing any AI Tool (i.e., artificial intelligence or machine learning tool, model, system, algorithm, product or other technology), data mining or web scraping or otherwise compiling, building, creating or contributing to any collection of data, data set or database (other than for a public search engine’s use of spiders for creating search indices to the extent not disallowed by Service Provider, including through the applicable robots.txt files or NOINDEX or NOFOLLOW meta-tags);
(g) circumvent or disable any content protection system or digital rights management technology used in connection with the Service Provider’s website to control access to the Heads Up Materials;
(h) rebroadcast, transmit or perform any of the Heads Up Materials;
(i) bypass, modify, defeat, tamper with or circumvent any of the functions or protections of the Service Provider’s website;
(j) damage, disable, overburden or impair the Service Provider’s website;
(k) use any of the Heads Up Materials in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement; or
(l) share any login credentials with any third parties with respect to any of the Services or the Heads Up Materials.
5.3 Violations. Any attempt to perform any of the restrictions listed in Section 5.2 is a violation to the rights of Service Provider, and the copyright holder, if different.
6. Confidential Information.
6.1 All non-public, confidential or proprietary information of Service Provider (“Confidential Information”), including, but not limited to, information about Service Provider’s business affairs, products, services, methodologies, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, disclosed to Client, or any Authorized Personnel (the “Receiving Party”), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, or otherwise learned by the Receiving Party in connection with this Agreement, and whether or not marked, designated, or otherwise identified as “confidential,” is confidential, solely for use in connection with this Agreement and may not be disclosed or copied unless authorized by the Service Provider in writing. The Receiving Party shall protect and safeguard the confidentiality of the Service Provider’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Agreement; (b) is obtained by the Receiving Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) the Receiving Party establishes by documentary evidence, was in its possession prior to the Service Provider’s disclosure hereunder; (d) was or is independently developed by the Receiving Party without using any of the Service Provider’s Confidential Information; or (e) is required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction.
6.2 The Receiving Party shall be responsible for any breach of this Section 6 caused by any of its employees, contractors, agents, or representatives, including, without limitation, the Authorized Personnel. On the expiration or termination of the Agreement, and at any time during or after the term of this Agreement at the Service Provider’s written request, the Receiving Party shall promptly return, and shall return to the Service Provider all copies, whether in written, electronic or other form or media, of the Service Provider’s Confidential Information, or destroy all such copies and certify in writing to the Service Provider that such Confidential Information has been destroyed. Each party’s obligations under this Section 6 will survive termination or expiration of this Agreement for a period of 3 years, except for Confidential Information that constitutes a trade secret under any applicable law, in which case, such obligations shall survive for as long as such Confidential Information remains a trade secret under such law.
7. Representations and Warranties; Disclaimer; Liability Limitation.
7.1 Mutual. Each party represents and warrants to the other party that: (a) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; and (b) when executed and delivered by such party (or otherwise accepted by such party in accordance with this Agreement), this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
7.2 Disclaimer of Warranty. Client acknowledges and agrees to the essential condition that the Services are provided “as is” and without warranties of any kind. To the fullest extent permitted by law, Service Provider, its affiliates, licensors, agents, and service providers (collectively, the “Meadows Parties”) each expressly disclaims any warranties and conditions, express, implied, or statutory, including but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, accuracy, completeness, availability, security, compatibility, satisfactory quality and non-infringement, and their equivalents under the laws of any jurisdiction. Client also acknowledges and agrees that the Meadows Parties do not warrant that the Services will be without errors, and in the case of digital content, viruses or other harmful components. The Meadows Parties do not warrant or otherwise state that the Services will meet the Clients requirements or expectations. Client, and not the Meadows Parties, assumes the entire cost of all necessary servicing, repair or correction occasioned by use of any of the Heads Up Materials and/or the Services. Some provinces, territories and other jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to Client.
7.3 Liability Limitation. To the extent not prohibited by applicable law, in no event shall the Meadows Parties be liable for any personal injury, or any indirect, special, incidental or consequential damages of any kind, including lost profits and property damage, even if Meadows Parties were advised of the possibility of such damages, that result from the use of, or inability to use, the Heads Up Materials or the Services, however caused. Nor shall we be held liable for delay or failure in performance resulting from causes beyond Meadows Parties’ reasonable control. In no event shall the total liability to Client for all damages, losses and causes of action exceed Ten Thousand Dollars ($10,000). The liability limitations in this section apply under any legal theory (tort, contract, breach of warranty, strict liability or otherwise) even if the Meadows Parties have been advised of the possibility of such damages. Because some provinces, territories and other jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to Client.
8. Miscellaneous.
8.1 Independent Contractors. The parties are independent contractors, and nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between them. Neither party shall be authorized to contract for or bind the other party in any manner whatsoever.
8.2 Entire Agreement; Order of Precedence. This Agreement, together with all Schedules and Exhibits and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any conflict between the terms and provisions of this Agreement and those of any Schedule or Exhibit, then the terms of this Agreement shall control unless expressly set forth otherwise in the applicable Schedule or Exhibit.
8.3 Assignment. Client may not assign, transfer, or delegate any or all of its rights or obligations under this Agreement, including by operation of law, change of control, or merger, without the prior written consent of the Service Provider. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
8.4 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
8.5 Severability. No invalidity, illegality, or unenforceability of any provision herein in any jurisdiction, shall affect any other term or provision of this Agreement or invalidate or render such provision unenforceable in any other jurisdiction. If any provision is determined to be invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible.
8.6 Governing Law: Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the laws of Texas and the laws of the United States, without giving effect to any conflict of law principles. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against any other party in any way arising from or relating to this Agreement and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the US District Court for the Northern District of Texas or the courts of the State of Texas sitting in Dallas County, Texas, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the US District Court for the Northern District of Texas or the courts of the State of Texas sitting in Dallas County, Texas. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
8.7 Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS DECIDED TO ENTER INTO THIS AGREEMENT IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
8.8 Equitable Relief; Cumulative Remedies. Client acknowledges that a breach of this Agreement by Client or any Authorized Personnel may cause the Service Provider irreparable damages, for which an award of damages would not be adequate compensation. In the event of such breach or threatened breach, the Service Provider will be entitled to equitable relief. The right and remedies of Service Provider under this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity or otherwise.
EXHIBIT A
Services; Initial Term; Initial Term Fees
The “Heads Up” consultation services include:
• Service Provider shall provide one hour, monthly, live, virtual consultation sessions with the Services Provider’s federal policy team, providing Client with real-time access to expert perspectives and analysis. Sessions are advisory in nature, not recorded, and not redistributed. No transcripts or standalone digital products are provided. As part of Service Provider’s commitment to increase access to expert federal advisory services, consultation sessions are conducted in small, webinar-style groups. All Client information will be anonymized, and conversations will be guided by a moderator to foster candid, interactive dialogue with Service Provider’s experts.
• In preparation for each monthly consultation session, Service Provider will provide Client with an email in advance of such month’s consultation session, which will provide an agenda for the consultation session accompanied by a background briefing with Service Provider’s federal policy team’s expert opinions, analysis, and counsel in respect to federal policy developments and potential implications on Client decision-making.
• Such other services as may be mutually agreed to by the Parties.
Initial Term: 12 months
Initial Term Fees: Four (4) quarterly, advanced, non-refundable payments of $3,000 due on the 1st day of each calendar quarter, beginning on 1st day of the next month, totaling $12,000.
