Terms Of Service

Intrafocal will provide business consulting services as described in a mutually agreed-upon Statement of Work ("SOW"). Each SOW will detail the specific services, deliverables, timelines, and fees for each project. Any changes to the scope of services must be agreed upon in writing by both parties.

As Intrafocal’s work is creative, strategic, and technical in nature, any project estimate reflects Intrafocal’s understanding of the work to be done at the time of estimation.  Most substantial projects begin with a Discovery deliverable to unearth as many unknowns or details as possible before mutual committing to larger budgets; Discovery work ranges from user or technical research to small proof-of-concept experiments, and is always designed to reduce risk and increase confidence for both Parties before diving in deeper.  This strategy protects the interests of both sides and ensures the highest quality work.

As Intrafocal is a consulting firm, it is imperative that we have the ability to promote Work Product we have completed if not protected by an NDA.
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Except for Confidential Information, Intrafocal reserves the right to publicly exhibit Client’s project (including but not limited to deliverables, materials, photos, video, and results) as an example of Intrafocal’s work and experience. In addition, Client agrees that Intrafocal may disclose Client’s name within Intrafocal’s public marketing and business development materials.

During engagement, or within twelve (12) months thereafter, without express written consent, Intrafocal and Client agree not to solicit, interfere with, induce, or otherwise encourage any current or prospective customer or client, employee, agent, independent contractor, consultant, investor, or partner of the other Party to terminate, or alter its relationship with such party.

Parties mutually agree that, during the term of a n engagement and for a period of twenty-four (24) months thereafter, each Party (the “Receiving Party”) shall hold all Confidential Information (defined below) disclosed by the other Party (the “Disclosing Party”) in the strictest confidence and shall not (i) disclose or make use of the Confidential Information for any purpose whatsoever other than the performance of any engagemnt, or (ii) disclose to any person or entity or use for the Receiving Party’s account or for the account of others, directly or indirectly, any Confidential Information.

Confidential Information also includes any and all information which the Disclosing Party obtains from a third party and treats as proprietary, or designates as confidential information, whether or not owned or developed by the Disclosing Party.

“Confidential Information” shall not include any information which (i) is in the public domain through no fault of the Receiving Party, (ii) the Receiving Party can show was known to it prior to the execution of any engagement, (iii) is disclosed to the Receiving Party without restriction by a third party who had a right to disclose and was not under an obligation of confidence to the Disclosing Party, or (iv) is independently developed by the Receiving Party without use of or reference to the Confidential Information.

Any mNDAs completed between Intrafocal and Client with stricter protections than cited above supersede the non-disclosure in these terms.

Client agrees to hold Intrafocal, and its directors, officers, employees, agents, contractors harmless against any claims, demands, suits, or causes of action, to which Intrafocal may become subject in connection with Services performed during the engagement.

Client agrees to reimburse Intrafocal for any legal or other expenses incurred, in connection with investigating or defending any such losses, claims, damages, or liabilities.This provision shall survive any termination of any engagement.

The Services which Intrafocal shall render under these terms shall be as an “independent contractor” with respect to Client. Nothing contained in these terms  shall be construed as creating an agency, partnership, joint venture, franchise, or employment relationship between the Parties.

Intrafocal hereby specifically acknowledges and agrees that all copyrightable works of authorship (“Work Product” or “Deliverables”) created by Intrafocal under these terms shall be considered Work Made for Hire under the U.S. Copyright Act and shall be and remain the sole and exclusive property of Client, upon full payment for said work. “Work Made for Hire” has the meaning defined in the U.S. Copyright Act, 17 U.S.C. § 101.

Except as otherwise set forth in an SOW, once a project is paid in full or if earlier terminated, paid in full through the date of termination, Client shall have sole and exclusive right, title and interest in and to, and use of, any and all Deliverables/Work Product which are conceived, created, developed, produced, written or first reduced to practice during the course of Intrafocal’s Services and any other services performed under these terms, whether by Intrafocal or its employees, contractors, or other personnel, or with Client materials or information of any nature furnished to Intrafocal.

Intrafocal warrants that all Work Product delivered to the Client under these terms  or provided in connection with the Services (collectively, “Deliverables”) shall not infringe on the copyright, patent, trademark or trade secrets of any third party known to Intrafocal, or that could have been known with reasonably diligent search and investigation. It is the Client’s responsibility to ensure proper usage for all Client produced material.

If the Deliverables, products, equipment, software or Services are found to infringe or misappropriate the intellectual property rights of any third party, Intrafocal will at its discretion: (i) obtain for the Client the right to use the Deliverables, products, equipment or software; (ii) replace the Deliverables, products, equipment or software with non-infringing materials, products, equipment or software; (iii) modify the Deliverables, products, equipment or software so that they become non- infringing; or, if none of the above alternatives is available, (iv) remove the infringing products, equipment or software, products, equipment or software, equipment or software that are not fully usable without the infringing Deliverables, products, equipment or software.

Any engagement and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of the State of New York and the United States, without regard to the conflict of law provisions thereof.

Both Parties agree that any dispute will first be required to be submitted for formal mediation (for a settlement conference, not an actual arbitration) through AAA, JAMS, or another reputable mediation firm.

Should formal mediation fail to resolve this dispute, any litigation, or legal proceeding shall be tried in the courts of the State of Illinois for Cook County, or the United States District Court for the Northern District of Illinois, each of which shall have exclusive jurisdiction and venue over any such action. Each of the Parties hereto submits itself to the exclusive jurisdiction and venue of these courts for the purpose of any such action.

The losing party shall be required to pay the other parties’ reasonable attorneys’ fees and expenses in connection with any dispute arising out of these terms, or SOW. 

Related to Dispute Resolution, total expenses including legal fees, mediation, or litigation not to exceed total amount of money paid to Intrafocal at time of action or termination of disputed SOW.

Intrafocal will not be liable for any delay or failure to perform its obligations hereunder, due to any cause beyond its reasonable control including without limitation, acts of God or of the public enemy, including terrorists, acts of the government in its sovereign capacity, fires, floods, epidemic, strikes, picketing or boycotts, or any other circumstances caused by natural occurrences or third party actions beyond the reasonable control and without the fault or negligence of Intrafocal (“Force Majeure Events”); provided that Intrafocal provides the Client with prompt notice of the applicable circumstance and uses commercially reasonable efforts to re-commence performance as promptly as possible.

In no event will Intrafocal be liable for any special, indirect, or consequential damages, including but not limited to, lost profits arising out of or related to any engagement.