RECITALS

A. Guardian Fox is a consulting practice providing editing, hypnosis, and end-of-life planning and support services for adults and their families and loved ones;
B. You want to engage Guardian Fox to provide services on the terms and conditions set forth herein, and Guardian Fox desires to provide such services to You;
C. If checked above, you are also hiring Guardian Fox to provide services related to your loved one, (“Loved One”)
D. Guardian Fox and You agree that this Agreement shall govern all current and future services Guardian Fox provides to You.

NOW, THEREFORE, in consideration of the mutual promises herein and other valuable consideration, the Parties agree as follows:

1. SERVICES. Guardian Fox agrees to perform Services to You as described in one or more proposals or estimates sent to You from time to time (such proposals or estimates referred to as “Proposals”), and which Proposals shall be incorporated herein by reference (the “Services”). Guardian Fox and You understand that, while general timelines may be set forth as part of the Services, end-of-life services often require flexibility.
a. You acknowledge that some Services may be best provided through third-party service providers or products, which may be recommended to You by Guardian Fox. For example, Guardian Fox does not provide psychotherapy or medical services, but may make referrals to you in good faith. You are free to set up contracts with third parties for these services and you will be responsible for paying all related bills from third parties, unless otherwise agreed with Us.
b. If you have identified a Loved One, Guardian Fox will still treat You as its client and will take direction from You.


2. TERMS OF THE PROPOSAL GOVERN. In the event of any conflict, ambiguity, or inconsistency created between the provisions of this Agreement and any executed Proposal, the terms of the Proposal shall govern.


3. COMPENSATION FOR SERVICES.
a. You agree to pay Us for Services in the amounts or at the rates set forth in your
agreed Proposals.
b. Guardian Fox will invoice You, according to the payment due dates in any Proposal, for amounts due. All undisputed invoices are due within thirty (30) days from the date of receipt.
c. If timely payment of undisputed amounts is not received by Guardian Fox, interest shall accrue on the outstanding balance of each outstanding invoice at the rate of one and one-half percent (1.5%) per month.
d. You agree to reimburse Guardian Fox for any reasonable expenses that have been incurred by Guardian Fox, as identified in accepted Proposals.


4. TERM AND TERMINATION.
a. This Agreement, or any individual Proposal may be terminated upon seven (7) days’ written notice to other Party. If You or Guardian Fox terminate this Agreement, Guardian Fox shall be entitled to the its hourly or pro rata project fee for all work completed through the effective termination date.
b. Effect of Termination; Survival. Termination of this Agreement shall automatically terminate all Proposals. Upon termination of this Agreement, each Party shall return to the other Party all Confidential Information and materials that are in its possession or control. Upon termination of this Agreement or any particular Proposal, Guardian Fox shall deliver to You all deliverables or partially complete deliverables for which payment has been made. the termination date. You will.


5. COOPERATION OF YOU. We understand that this is a difficult time for you and your family. Our ability to provide you with the highest level of Services requires that we maintain good communication. Please do your best to remain in communication with us, so we can best help you. We recommend that you try to respond to questions within 24 hours. You acknowledge that Your delays or failure to communicate with Guardian Fox may result in delays to milestones and Services.

6. CONTACT PERSONS. To the fullest extent possible, communication regarding the Services shall be channeled through the undersigned, or person identified as the Contact Person. You represent that there are no Powers of Attorney or other directives that grant parties other than You the right to direct Services on Your behalf.


7. WAIVER OF WARRANTIES. EXCEPT AS OTHERWISE STATED BELOW, GUARDIAN FOX DOES NOT MAKE ANY WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES RELATED TO INFORMATION OR BUSINESS ADVICE PROVIDED, WARRANTIES RELATED TO OUTCOMES BASED ON INFORMATION OR ADVICE PROVIDED, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR USE (EVEN IF SUCH PARTICULAR USE IS DISCLOSED), WARRANTIES OR CONDITIONS ARISING BY STATUTE OR OTHERWISE IN LAW, OR WARRANTIES OF ANY PRODUCTS OR SERVICES PROVIDED BY THIRD PARTY VENDORS.

THE PARTIES AGREE THAT NEITHER PARTY’S LIABILITY FOR DAMAGES FROM ANY CAUSE OF ACTION WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WILL EXCEED (I) AS TO GUARDIAN FOX, THE FEES PAID OR TO BE PAID BY YOU PURSUANT TO AN APPLICABLE PROPOSAL UNDER THIS AGREEMENT, AND (II) AS TO YOU, THE TOTAL FEES DUE AND PAYABLE UNDER THE APPLICABLE PROPOSAL BUT REMAINING UNPAID. EXCEPT FOR THOSE LIABILITIES ARISING AS A RESULT OF A PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM EMOTIONAL DISTRESS, EXCEPT IF INTENTIONALLY INFLICTED.


8. REPRESENTATIONS AND ACKNOWLEDGEMENTS.
Guardian Fox represents and acknowledges to You that:
a. It will perform all Services under this Agreement and any individual Proposals with the degree of care and skill ordinarily exercised by highly experienced members of Guardian Fox’s profession.
b. All works and deliverables created hereunder or under any Proposal do not and shall not, to the best of its knowledge, infringe any intellectual property rights of any third party, including, without limitation, copyright, trademark, patent or trade secrets rights.
c. With respect to Guardian Fox’s performance under this Agreement, Guardian Fox shall, at its own expense, comply with, and assume all liabilities or obligations imposed by all applicable laws, rules, and regulations.
You hereby represent and acknowledge to Guardian Fox that:
a. You may enter into this Agreement without violating the terms of any agreement with a third party. You are not aware of any Powers of Attorney or other delegation of duties which may affect your ability to act on Your own behalf, unless disclosed to Guardian Fox in writing.
b. You acknowledge and agree that Guardian Fox and the Services are not required to be and are not licensed by the State of Colorado. Specifically, Guardian Fox and the Services are not offered to provide You or your Loved One with legal advice; the treatment, diagnosis, testing, assessment or counseling regarding mental health; psychotherapy, social work, or licensed professional counselor services.
c. You acknowledge and agree that, due to the nature of the Services, emotional distress to You or your loved ones may arise. You specifically release Guardian Fox from any claims or damages that may arise as a result of emotional distress, unless such is caused by the intentional infliction of outrageous emotional distress, as defined by Colorado Law, by Guardian Fox.
You recognize that You must be in adequate physical, mental, and emotional health to participate in the Services. You understand that it is Your responsibility to consult with a health professional before Your participation if You are uncertain. You understand that You are solely responsible for Your safety and wellbeing during and after the Services.


9. INDEMNIFICATION. Subject to the indemnity limitations set forth in the paragraph below, each Party (the “Indemnifying Party”) shall to indemnify, defend, and hold harmless the other, its directors, officers, agents, representatives and employees (collectively, the “Indemnified Parties”) from and against any and all claims, actions, proceedings, damages, liability, judgment, costs or losses of any kind, including advancement of costs, interest, and reasonable attorneys’ fees and expert witness fees (collectively, “Losses”), arising out of third party claims related to the Indemnifying Party’s breach of or failure to perform any representations and warranties set forth in this Agreement or any Proposal, or arising due to the gross negligence, willful act or omission, intentional acts or bad faith of the Indemnifying Party.

10. JURISDICTION AND VENUE. This Agreement shall be deemed executed in Boulder, Colorado, and shall be governed by and construed in accordance with the laws of the State of Colorado without regard to conflicts of law principles. Guardian Fox and You irrevocably submit to the exclusive jurisdiction of Colorado state courts located in Boulder County, or, if it has or can acquire jurisdiction, the United States District Court for the District of Colorado over any suit, action, or proceeding arising out of or relating to this Agreement, the exhibits and schedules attached hereto (and each party agrees not to commence any action, suit or proceeding relating thereto, except in such courts). Guardian Fox and You each irrevocably waive, to the fullest extent permitted by law, any objection that such party may now or hereafter have to the laying of venue of any such suit, action, or proceeding brought in any such court and any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.


11. GENERAL TERMS. PARTIAL INVALIDITY AND SEVERABILITY. If any provision of this Agreement is held to be unenforceable or contrary to public policy by any court of competent jurisdiction, then such provision shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that the scope of such provision may be judicially modified accordingly. The validity of the remainder of the provisions of the Agreement shall not be affected thereby. WAIVER. No delay or omission by Guardian Fox or You in exercising any right under this Agreement shall operate as a waiver of that or any other right. ASSIGNMENT; SUCCESSORS. The Agreement may not be assigned by either party without the other party’s written consent. This Agreement shall be binding upon and shall inure to the benefit of any successor of Guardian Fox and You, including your heirs and Estate representatives, and any such successor shall be deemed substituted for the Guardian Fox or You under the terms of this Agreement. NOTICES. Except as otherwise stated in this Agreement, any notice or communication required or permitted to be given under this Agreement must be in writing, and shall be deemed given by the sending party and received by the receiving party when such notice or communication is hand delivered or, if earlier, five (5) business days after such notice or communication is posted in the certified mail of the United States, postage prepaid, return receipt requested, to the person and address designated below for the receiving party. ATTORNEYS FEES. Should any Party institute any action or proceeding before a court of law to interpret or enforce this agreement or any Proposal or for damages or equitable action arising from or related to any alleged breach of this Agreement or Proposal, the substantially prevailing Party of such action or proceeding shall be entitled to receive all its incurred costs and expenses, including reasonable attorneys’ fees determined by the judge or arbitrator and not the jury, and reasonable expert witness fees, from the other Party. HEADINGS AND SUMMARY STATEMENTS. The numbering, captions, and summarized statements of the various Sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings or summaries otherwise be given any legal effect. ADVISORS. The Parties acknowledge that each Party has had an opportunity to have this Agreement reviewed and revised by counsel of its choosing. SURVIVAL. The provisions of Sections 7-11 shall survive the expiration or termination of this Agreement. All other provisions of this Agreement, including any exhibits, schedules and Proposals hereto which by their terms or import are intended to survive such expiration or termination, shall survive. No person or entity other than the Parties and those claiming interest under Successor Interest provisions of Section 11 shall have the right to rely on the representations and warranties contained herein. NO THIRD PARTY BENEFICIARIES. Even if a Loved One is identified in this Agreement, nothing herein is meant to provide third-party beneficiary rights to your Loved One, or to create a third-party beneficiary relationship between Guardian Fox and your Loved One. ENTIRE AGREEMENT. This Agreement supersedes all prior oral or written representations, communications, or agreements between the parties, and, together with any exhibits and schedules and Proposals attached hereto, contains the entire agreement between Guardian Fox and You. Neither party has relied on any such prior oral or written representations, communications, or agreements in entering this Agreement or Proposals. FURTHER ASSURANCES. Each Party shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to make effective the intents and purposes of the Parties under this Agreement. EXECUTION. This Agreement may be executed (including by electronic signature) by one or more of the parties on any number of separate counterparts. This Agreement shall be deemed effective only after being accepted and signed on behalf of both Parties. All of such counterparts taken together shall be deemed to constitute one and the same instrument.