Peace of Mind Compliance Plan – Terms & Conditions

  1. Services.
    • NLRA shall provide to Customer the services (the “Included Services”) expressly set forth in Exhibit A.
    • Customer may from time to time request additional services (the “Additional Services” and, together with the Included Services, the “Services”) as set forth in Exhibit B, as more fully described in the relevant request from Customer.
    • NLRA shall provide the Services in accordance with the terms and subject to the conditions set forth in this Agreement. NLRA shall not under any circumstances provide any services which may reasonably require a current and valid license to practice law or which may require a licensed and practicing attorney to appear before any court or tribunal on behalf of Customer or any other person or entity.
  2. Fees and Expenses.
    • For the Included Services to be performed hereunder, Customer shall pay to NLRA the applicable base fee set forth in Exhibit A (the “Base Fee”) per Term (as defined below), on an annual or monthly basis, as set forth in Exhibit A.
    • For the Additional Services to be performed upon request from Customer, Customer shall pay to NLRA the fee set out in NLRA’s then-current standard published fee schedule for any such Additional Services performed, in accordance with the payment terms outlined in the separate executed agreement for additional services and subject to the appropriate discount for the Tier level selected by the customer as set forth in Exhibit A.
    • Customer shall reimburse NLRA for all reasonable expenses incurred by NLRA (including travel expenses), in connection with the performance of the Services, within ten (10) business days of receipt by the Customer of an invoice from NLRA. Receipts and reasonable supporting documentation shall be provided upon request.
    • Customer 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 Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, NLRA’s income, revenues, gross receipts, personnel, or real or personal property or other assets.
    • Except for invoiced payments that the Customer has successfully disputed, all late payments shall bear interest at the lesser of the rate of five percent (5%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse NLRA for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which NLRA does not waive by the exercise of any rights hereunder), NLRA shall be entitled to suspend the provision of any Services if Customer fails to pay any amounts when due hereunder and such failure continues for five (5) days following written notice thereof.
    • Customer authorizes NLRA to automatically debit Customer’s bank account, credit card or debit card directly via recurring automated clearing house (ACH) or credit/debit card charges on a monthly or annual basis, as applicable, for payment of the Base Fee and any other amounts due hereunder. The authorizations provided under this Section shall remain in full force and effect throughout the Term of this Agreement. If an automatic debit is refused for any reason, including over-credit-limit charges, closed or unauthorized accounts, insufficient funds, or incorrect expiration date or other necessary information, Customer shall indemnify NLRA for any processing fee or other charges incurred by NLRA in connection therewith.
  3. Term. This Agreement shall commence as of the effective date of initial payment made by Customer and shall continue thereafter for a period of two (2) years. Thereafter, this Agreement shall automatically renew for successive two (2) year periods (each, a “Renewal Period” and, together with the Initial Term, collectively the “Term”), unless either party delivers written notice to the other party of its desire not to renew no later than thirty (30) days prior to the Initial Term or the then-current Renewal Period, as applicable.
  4. Termination.
    • Customer may terminate this Agreement at any time, with or without cause, effective upon written notice to NLRA and subject to an accelerated payment of the remaining balance due for the full term of the agreement within five (5) days of termination.
  5. Independent Contractor. The details of the method and manner for performance of the Services by NLRA shall be under its own control, Customer being interested only in the results thereof. The NLRA shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. NLRA is for all purposes hereunder an independent contractor and in no event will NLRA be considered an employee of Customer or any of its subsidiaries or affiliates for any purpose.
  6. Limitation of Liability. IN NO EVENT SHALL NLRA BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT NLRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL NLRA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO NLRA IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  7. General.
    • Each of the parties hereto shall use commercially reasonable efforts to, from time to time at the request of the other party, without any additional consideration, furnish the other party such further information or assurances, execute and deliver such additional documents, instruments, and conveyances, and take such other actions and do such other things, as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby.
    • Each party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, by facsimile or email (with confirmation of transmission), or by recognized overnight courier service, and addressed to the other party at the addresses set forth above (or to such other address that the receiving party may designate from time to time in accordance with this Section).
    • This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of Ohio, without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted only in the federal or state courts in each case located in Hamilton County, Ohio. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS; (B) WAIVES ANY OBJECTION TO THAT CHOICE OF FORUM BASED ON VENUE OR TO THE EFFECT THAT THE FORUM IS NOT CONVENIENT; (C) WAIVES ANY RIGHT TO TRIAL BY JURY; AND (D) WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT, OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY OHIO LAW.
    • This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter.
    • The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. The parties may not amend this Agreement except by written instrument signed by the parties.
    • No waiver of any right, remedy, power, or privilege under this Agreement (“Right(s)”) is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise.
    • Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. NLRA, however, may subcontract the Services. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.
    • Except for the parties, their successors and permitted assigns, there are no third-party beneficiaries under this Agreement.
  8. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to NLRA hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemic, epidemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; and (g) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

 

EXHIBIT A – INCLUDED SERVICES

PRICING & PAYMENT OF BASE FEE

Tier 1 – Monthly Payment Option  – $59.95/monthly

Tier 1 – Annual Payment Option – $599.95/annually

Tier 2 – Monthly Payment Option – $119.95/monthly

Tier 2 – Annual Payment Option – $1,199.95/annually

Tier 3 – Monthly Payment Option – $199.95/monthly

Tier 3 – Annual Payment Option – $1,999.95/annually

 

EXHIBIT B – ADDITIONAL SERVICES

Description of ADDITIONAL Services

          • Document Review
          • Document Drafting
          • Quarterly Training Webinars
          • Employee Handbook Review
          • Employee Satisfaction Surveys
          • Supervisor Compliance Training
          • Union Vulnerability Audit
          • Union Grievance Response
          • Arbitration Representation
          • Mediation Representation
          • Union Election Campaigns
          • Collective Bargaining
          • Prevailing Wage Investigation
          • Prevailing Wage Hearing
          • Unfair Labor Practice Investigation
          • Unfair Labor Practice Hearing
          • EEOC Investigation
          • OSHA Investigations
          • OSHA Hearing
          • Department of Labor Investigation
          • Department of Labor Hearing
          • State Agency Hearing
          • Other Requested Services