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Standard Terms and Conditions

TERMS OF PAYMENT

Hourly Engagements
On Hourly engagements, UNITED INTELLIGENCE CORPORATION (UNITED INTELLIGENCE), a California Corporation, will invoice for services on a monthly basis providing sufficient detail identifying services rendered and expenses incurred. In some circumstances, invoices may be sent more frequently. All invoices must be paid within thirty (30) days of the invoice date.
On Hourly and certain other engagements, the client may be asked to pay a retainer in advance of the performance of services. UNITED INTELLIGENCE will hold the retainer until it renders its final invoice, at which time the retainer will be applied to any outstanding balance due by the client. Any portion of the retainer not so applied at the conclusion of the engagement will be applied to a new engagement for the client or returned to the client if requested in writing.

Expenses invoiced on a project shall include all client authorized reasonable direct and indirect costs incurred by UNITED INTELLIGENCE in connection with the
services provided on the engagement (i.e. procurement, airfare, hotel, car rental, copying of documents, telephone calls, postage, insurance, and shipping, etc.). UNITED
INTELLIGENCE will provide copies of original invoices or other documentation upon written request. External lab services may be subject to a surcharge.


Fixed Price Engagements
On Fixed Price engagements, 50% of the total quotation price will be invoiced upon client acceptance of the quote. UNITED INTELLIGENCE will not commence work
on the engagement until payment for this initial invoice is received. The balance of the quotation price will be billed at the completion of the engagement or as otherwise
specified. This final invoice shall be paid within thirty (30) days of the invoice date or as otherwise specified.

All client approved items purchased by UNITED INTELLIGENCE in conjunction with the engagement and subsequently billed to the client shall remain the property of UNITED
INTELLIGENCE unless otherwise stipulated. Items supplied by the client for the purposes of the engagement shall be provided in a timely manner, free of charge to UNITED
INTELLIGENCE and in sufficient quantities as required by UNITED INTELLIGENCE. These items will be returned to the client if requested in writing.

Without liability, UNITED INTELLIGENCE reserves the right to withhold delivery of services, reports or data (written or oral) if the account on an engagement is not current.
Delinquent accounts (accounts that are more than 30 days past due) are subject to a late payment charge of 2% per month or the maximum rate permitted by law, whichever is less. If the account on an engagement becomes overdue beyond thirty (30) days UNITED INTELLIGENCE may suspend all work on client’s behalf and shall recover from client all
reasonable costs of collection including attorney’s fees and expenses.

CHANGE IN PROJECT SCOPE
All client requested modifications or changes to the work defined in the original quotation or the accompanying Statement of Work will be quoted separately. Work not
contemplated on the original Statement of Work will not commence until all such revisions, including a revised Statement of Work, have been agreed upon in writing by UNITED
INTELLIGENCE and the client.

CANCELLATION AND TERMINATION
Written notification to UNITED INTELLIGENCE is required to cancel or terminate an engagement. Client will then be liable for all charges and expenses UNITED
INTELLIGENCE has incurred related to the project through the date UNITED INTELLIGENCE receives written notification.

CONFLICTS

UNITED INTELLIGENCE is an international consulting company which is engaged by many other clients. UNITED INTELLIGENCE internal determination of conflicts is based
on the substance of the work to be performed on a specific engagement as opposed to the parties involved. It is possible that some of past, present or future UNITED INTELLIGENCE clients may have disputes with other UNITED INTELLIGENCE clients during the course of and subsequent to this engagement. As a condition of this engagement, client acknowledges that UNITED INTELLIGENCE may be engaged by parties with interests that are adverse to and may not be consistent with the interests of the
client on other engagements. UNITED INTELLIGENCE may accept engagements with other parties consistent with internal prior practices, and will not be required to advise
client of such engagements in the future. UNITED INTELLIGENCE will institute procedures to protect the confidentiality of information provided to UNITED INTELLIGENCE
on this engagement. Client’s engagement of UNITED INTELLIGENCE is expressly conditioned on client’s agreement not to use the fact of UNITED INTELLIGENCE current or
previous engagement by an opposing party (or party’s counsel) in other matters as a means of enhancing or diminishing UNITED INTELLIGENCE credibility in conjunction with
any appearance before a trier of fact.

GUARANTEE OF WORK
Product procurement, prior art searches, keyword phrase discovery, searches, document location and retrieval, and other similar projects are conducted on a “best efforts” basis,
regardless of the type of engagement (Fixed Price or Hourly). No guarantee of success is expressed or implied on the engagement. All engagements and deliverables are provided “as-is” without express or implied warranties of any type.

CONFIDENTIAL INFORMATION
UNITED INTELLIGENCE and client acknowledge that UNITED INTELLIGENCE performs confidential, proprietary, commercially valuable, and/or legally privileged work for
UNITED INTELLIGENCE’ clients, including, for example, competitive intelligence, trademark verification, internet marketing, reverse engineering, patent valuation, and patent
analysis. UNITED INTELLIGENCE agrees not to disclose any confidential or proprietary information to any third party, provided, however, that UNITED INTELLIGENCE may
disclose such information to (a) its employee’s, affiliates, vendors or independent contractors who provide services to UNITED INTELLIGENCE in connection with this engagement, provided the employees, affiliates, vendors or independent contractors have entered into confidentiality agreements with UNITED INTELLIGENCE, (b) to third parties with client’s written consent, or (c) when legally required to do so. If UNITED INTELLIGENCE is required to produce information under subpoena, UNITED
INTELLIGENCE will notify the client of this requirement as soon as UNITED INTELLIGENCE receives such notification so that the client may take the necessary steps to
prevent its release if appropriate. Should client desire UNITED INTELLIGENCE to resist the release of information required to be produced through a subpoena or other legal process, client shall pay UNITED INTELLIGENCE' reasonable attorneys' fees, costs, and expenses incurred in resisting such a request.

Client also agrees that, given the nature of UNITED INTELLIGENCE' work, client itself will not subpoena information pertaining to, or prepared by UNITED INTELLIGENCE for, a third party without first conferring with UNITED INTELLIGENCE in advance of issuing such subpoena. Client further agrees that as part of any request for information pertaining to UNITED INTELLIGENCE work pertaining to a third party (including a request made pursuant to a subpoena or other legal process), client shall pay UNITED
INTELLIGENCE the then-prevailing UNITED INTELLIGENCE rate for such information, and that this obligation to pay UNITED INTELLIGENCE shall remain a condition of
obtaining the information even if client must obtain a court order compelling the disclosure.

Both UNITED INTELLIGENCE and client agree that confidential and proprietary information will not be construed to include information that is available from public sources
not subject to the obligations of confidentially to the client.

LIMITATION OF LIABILITY
UNITED INTELLIGENCE shall not be liable for damages caused by any delay in performance of services or use of provided information. In no event, regardless of the form of
the claim or cause of action, shall liability by UNITED INTELLIGENCE exceed the amount invoiced by UNITED INTELLIGENCE on the engagement.

DISPUTES

Any dispute, controversy, or claim of whatever nature arising out of, in connection with, or in relation to the interpretation, performance or breach of this agreement, including any
claim based on contract, tort, or statue, shall be resolved at the request of any party to this agreement, by final and binding arbitration, administered by and in accordance with the
then existing Rules of Practice and Procedure of the American Arbitration Association, or its successor entity, and judgment upon any rendered by the arbitrator may be entered by
any State or Federal Court having jurisdiction thereof. Any such arbitration shall take place exclusively in the State of California. The prevailing party shall be entitled to
reasonable to attorney’s fees and costs incurred in enforcing this agreement through arbitration or otherwise and reasonable attorney’s fees and costs incurred in appealing or
enforcing any judgment entered by the arbitrator in any court having jurisdiction. The parties shall not be liable to each other for any consequential, incidental, special or punitive
damages, nor for direct compensatory damages in excess of the fees actually received by UNITED INTELLIGENCE for the performance of the service hereunder.

WAIVER

The failure of UNITED INTELLIGENCE to enforce any provision of these TERMS AND CONDITIONS shall not prevent UNITED INTELLIGENCE from enforcing any other
provisions.

For more information contact us at (949) 954-0767 or use our Contact Form.

Phone (949) 954-0767 or
use our Contact Form for more information.

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