This agreement is made between Customer Name (The Client) and Coudenys Management Systems Inc. (The Consultant)

The terms set forth are binding upon signing by both parties, and will continue into effect until terminated.

Either party may terminate this agreement by giving the other party thirty (30) days written notice of termination.  Whenever such notice is given, the Client shall pay any fees that are owed.

If sign-back is not received, an E-mail will be considered acceptance of contract.


Invoices are due upon receipt, and the client agrees to pay them within fifteen (15) days. Invoices will be issued upon completion of weekly activities.

The Client agrees to pay an administrative and finance charge of 1.5% per month (but not in excess of the maximum allowed by law.)

The Consultant reserves the right to suspend services until payment is received in full for services rendered.  The Client agrees to pay costs of collection incurred in collecting past due accounts.

Warranties and Indemnification

The Consultant warrants that the services performed shall be performed in conformance with relevant standards.  Except as expressly set forth, the Consultant makes no warranties, either express or implied regarding the services provided under this agreement.

The Client assumes and shall indemnify and hold harmless the Consultant from all responsibility to the Client and Third Parties for personal injury and property damage relating in any way to the services provided by the Consultant.

The Consultant shall not be responsible for any special, incidental, consequential, indirect or punitive damages or lost profits in connection with or arising from any action or omission relating in any way to the agreement or the services provided there under, even if the Consultant has been advised of the possibility of such damage or loss.

Confidentiality and Legal Liability

The Clients express written consent will be obtained before disclosure to any party other than the Consultant and Client is made.  In some circumstances, disclosure can be by compulsion of law (e.g. where the auditors report has been subpoenaed or required by regulatory authorities in the course of an investigation).

In circumstances where the Quality management System  is taken to provide information to legal counsel to assist the Client in obtaining legal advice, it is possible that the parties intend lawyer-client privilege to attach to communications with the Consultant and to the report.  The privilege is lost if the report and other communications are not treated at all times as confidential by both parties.

A Quality management System can identify information that, if disclosed, could result in liability or assertion of liability.  The information may also affect existing or future commercial relations.  The Consultant and Client shall jointly consider the purpose of the Quality Management System, the information that will be obtained, and the potential legal and commercial implications.  The Consultant shall advise the Client of any potential reporting responsibilities and describe the circumstances in which they would arise.

Legal counsel should be consulted if an issue arises to potential legal liabilities as a result of conducting an Quality Management System.

The Consultant shall not be responsible for Errors and Omissions on the part of the Client, which includes provision of inaccurate information by the Client, or omitting of information.