Terms and Conditions

Buy purchasing any design package you, the Company agrees to the following terms and conditions (Agreement).
  
ProKitchen Training and Design and/or Greg Stohler (Contractor), and the company purchasing the design package  (“Company”) agree to the following.

1.            Background and Purpose:
1.1          The Company operates a construction and/or cabinet company and requires certain services as agreed upon in this agreement.
1.2          The Contractor will cause the rendered services as the “Designer” for the Company.
1.3          The parties desire to set forth the terms and conditions of their association.

2.            Position:
The Company retains the services of the Contractor and the Contractor agrees to perform for the Company certain services on the terms and conditions set forth herein.

3.            Non-Partnership:
The parties agree the Contractor shall perform all services required hereunder as the “Designer” for the Company. The Contractor shall be entirely and solely responsible for the Contractor’s acts while engaged in the performance of services hereunder. Contractor is not authorized to bind the Company except as expressly authorized in writing.

4.            Services:
Contractor shall design and make up to two revisions for designs submitted by the Company using the ProKitchen Design Software. The Contractor agrees to complete designs within 72 to 96 hours of receiving all required information. The Contractor will create and submit the ProKitchen Design file. The Contractor may also be contracted to submit the Floorplan/Elevation package, the Manufacturer’s Report and the HD Presentation Package for each design and/or additional revision as requested by Company. The Contractor agrees to devote their best efforts, attention, skill and expertise for the above-mentioned items in accordance with the provisions of this agreement and by the agreed upon timeframe. All Company’s customer information shall be treated as the Company’s trade secrets and confidential information in accordance with Section 10. Notwithstanding the Company’s agreement to advise the Contractor of certain legal requirements, the Contractor shall be responsible for complying with all applicable laws and regulations, whether the Contractor has been specifically advised of such laws or regulations by the Company. The failure by the Company to advise the Contractor of any applicable law(s) or regulation(s) shall not breach this agreement or any other duty which the Contractor may have to the Company. The Contractor shall set its own hours and shall be responsible for above mentioned services and timeframes. The Company is responsible to verify and check all design information submitted by the Contractor to the Company. The Contractor cannot be held liable for any mismeasurements, wrong parts in the materials list, wrong specifications, pricing, or anything beyond the Contractor’s control.

5.            Compensation:
All compensation for services rendered shall be paid as per the payment option selected by the Company. All purchased designs must be use withing one year from the date of the purchase of the designs. All payments are to be made through the Contrator's website utilizing the PayPal payment portal. A foreign transaction fee may be applied to any purchase and is nonrefundable.

6.            General Supervision:
The Contractor has the permission from the Company to create the submitted design as deemed necessary, based on the information provided, however the Company can request changes to the afore mentioned items. All design ideas and concepts become the property of the Company.

7.            No Payroll or Employment Taxes:
No payroll or employment taxes of any kind shall be withheld from the Contractor’s payment or paid to another on behalf of the Contactor. The payroll or employment taxes referred to herein include, but are not limited to, social security insurance, State and/or Federal unemployment insurance contributions, State and/or federal income tax or disability insurance contributions.

8.            No Workers’ Compensation:
No disability benefits insurance mandated by State or Federal law for employees, including workers’ compensation insurance, has been obtained to cover the Contractor. The Contractor is responsible for obtaining and maintaining all necessary workers’ compensation required by law.

9.           Conduct:
Both the Contractor and the Company agree that at all times during the terms of this Agreement, the Contractor and the Company shall act in accordance with all applicable Federal, State and/or local laws and all applicable regulations. The Contractor also warrants and represents it has obtained and will maintain all necessary business permits and/or licenses that may be required to carry out its obligations under this Agreement.

10.         Trade Secrets:
The Contractor acknowledges the Company has gone to great time and expense to develop leads and clients. The Contractor also acknowledges the Company has taken measures to protect the confidentiality of this information, and intends to continue to protect the confidentiality of this information in the future. The Contractor acknowledges and agrees this information is being revealed to the Contractor solely for the limited purpose of assisting the Contractor in the development of designs submitted by the Company. The Contractor agrees not to disclose to any other, or to take or use for the Contractor’s own purposes or the purposes of any others, during the term of this Agreement or at any time thereafter, any trade secrets or confidential information, including, but not limited to, sales leads, customer lists or proprietary information of the Company in the Contractor’s possession. Any information of the Company which is not readily available to the public shall be considered a trade secret unless the Company advises the Contractor otherwise in writing. The Contractor agrees upon termination or non-renewal of this Agreement, the Contractor will return to the Company all things, writings, lists, literature, programs, equipment and/or information which have been provided by the Company to the Contractor at any time in connection with this Agreement and all things containing the Company’s trade secrets, confidential information, customer list, data or know how in the Contractor’s possession or control, including, but not limited to, materials that are printed, typewritten, on magnetic disc, in photographs or negatives, or in any written or tangible form. For purpose of this Agreement “trade secrets” shall include, but not be limited to, Company information, customer lists, compilations of customer leads, information, methods, procedures and techniques encompassed in all training plans, financial information, pricing information, names and terms of purchases, mailing lists and all information concerning customers and all concepts or ideas on or reasonably related to the business of the Company that have not been previously or publicly been released by duty authorized representatives of the Company. It further shall include, but not be limited to, all concepts capable of being copyrighted under the current copyright laws of the United States of America. The Parties’ obligations under this Section 10 will survive the termination of this Agreement.

11.         Remedies for Breach of Covenant Regarding Confidentiality:
In the event of any breach by the Contractor of the covenants contained in section 10, the Company shall be entitled to seek recourse through all available legal and equitable remedies to prevent immediate or irreparable injury to the Company. The parties agree that, in such cases of a breach or a threat of breach by the Contractor of any provisions of Section 10 the legal action by the Company may include without limitation action for injunctive relief, consisting of orders temporarily and preliminarily and permanently enjoining such actual or threatened breach.

12.         Indemnification:
The Contractor shall defend, indemnify and hold harmless the Company from any and all claims, demands or causes of action of any nature arising directly or indirectly from (i) the alleged existence of any agency relationship between the Contractor and the Company based upon the acts or omission of the Contractor, or (ii) the violation by the Contractor of any Federal, State or local laws, including any attorney’s fees which the Company may incur as a result of any such claim, demand or cause of action.

13.         Transfer or Assignment; Third Party Beneficiaries:
The rights of the Contractor hereunder have been granted by the Company on the understanding that this agreement is personal to and will be performed under the supervision of the Contractor’s individually. Therefore, in the event of any transfer or change in ownership of the Contractor’s business this agreement shall be terminated immediately. This agreement is not transferable or assignable by the Contractor in any manner. No person or entity other than the Company and the Contractor shall have any rights whatever under this agreement. No person or entity other than the Company or the Contractor shall have any right to enforce any provision of this Agreement, or to recover damages because the breach of this agreement. No heir, successor or assignee of the Company or the Contractor, whether voluntary or by operation of law, including, without limitation, any business successor of the Contractor, shall have or succeed to any rights of the Company or the Contractor herein. This agreement is null and void if the Contractor becomes unable to complete the designs due to disablites or upon their death.

14.         Miscellaneous:
This Agreement shall be construed and enforced in accordance with the laws of Idaho in The United States of America. Any dispute arising out of or relating to the terms, interpretation of performance of this Agreement shall be resolved at the request of either party through binding arbitration. Arbitration shall be conducted by a single arbitrator in Boise, Idaho under the rules and procedures then in effect; and the award shall be in writing and enforceable in any court of competent jurisdiction. During the conduct of the arbitration, the parties shall continue to perform their respective obligations under the terms of this Agreement. This Agreement and the rights and obligations of the parties hereunder shall be interpreted in accordance with the laws of Idaho in The United States of America, without giving effect to its conflicts of law.

In the event if any party to this Agreement decides to use attorney services to secure the performance of this Agreement or otherwise upon the breach or default of another party to this Agreement, or if any judicial remedy or arbitration is sought to enforce or interpret any provision of this Agreement or the rights and duties of any person in relation thereto, neither party shall be responsible to pay the other party attorney’s fees, cost, and other related expenses. Any award of damages by any court or arbitrator because of the breach of this Agreement or any of its provisions shall exclude an award of prejudgment interest.

This Agreement contains the entire agreement between the Company and the Contractor, and it shall supersede and cancel all previous contracts, arrangements or understandings concerning the subject of this Agreement that may have existed or may exist between the parties.

The Company nor the Contractor may disclose the terms and conditions of this Agreement to anyone other than their own personnel, accountants and legal counsel.

The invalidity or unenforceability of any particular provision in this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if the invalid or unenforceable provision were omitted.

This Agreement may not be modified or amended except in writing signed by the parties.  No term or condition of this Agreement will be deemed to have been waived except in writing by the party charged with waiver. A waiver shall operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that, which is specifically waived.

15.         Compensation Agreement

I understand and acknowledge I will pay the Contractor the specified amount selected and the selected quantity of designs will need to be used within one year of the purchase. I also understand there will never be any type of deductions nor have I ever entered into any agreement to allow or take any deductions from the payments for any type of taxes required by Federal, State or local governments. I further understand, realize and acknowledge the Contractor is completely responsible for any payment of any Federal, State or other taxation that may be levied against their income. The Contractor understands they are a self-employed Contractor for the Company.
  

"
Greg has been invaluable to my business. He has extensive design AND build experience. His turnaround times are quick and he delivers what he promises! 
I am extremely lucky to have found him :) Thank you Greg!!"

Michelle DeCinces  -  DeCinces Construction, CA