STANDARD TERMS AND CONDITIONS FOR ENGINEERING AND CONSULTING SERVICES

HENDERSON & ASSOCIATES, PLLC
OCEAN ENGINEERS ~ NAVAL ARCHITECTS

These Standard Terms and Conditions for Engineering and Consulting Services (“Standard Terms and Conditions”), together with our Master Services Agreement (“MSA”), make up the Agreement between the Client and Henderson & Associates, PLLC (“Henderson”). Before countersigning the MSA or verbally authorizing work, be sure you read and understand these Standard Terms and Conditions which deal with the allocation of risks and duties between the Client and Henderson.

1. Conditions of Use. Henderson provides its services to Client subject to the following conditions. If you verbally instruct Henderson to provide services to Client, sign an MSA or visit this website, you accept these conditions. Please read them carefully.
   
   
2. Client Representative. If the person seeking Henderson’s services is not the Client, such person: a) shall fully name and identify the Client; b) warrants and represents his/her authority to obligate the Client to this Agreement; c) agrees to be bound personally, jointly and severally, with the Client to this Agreement; d) certifies that he/she has lawful custody and control of the site; and e) he/she confirms delivery of this Agreement or a copy thereof to the Client. Client shall designate one representative who is authorized to act for Client in all respects in connection with this Agreement and any work orders, including authorization of changes to the pricing and/or work ordered. Such designation may be changed solely by written notice to Henderson. Henderson shall be added to Client’s list of approved vendors and shall be paid in accordance with the Henderson’s Rate Schedule.
   
   
3. Services. Henderson will perform the services defined in its MSA and any amendments or change orders accepted by Henderson. Any request from the Client that requires extra work, or additional time, or increases Henderson’s costs will require an amendment or change order agreeable to Henderson. For each project/service provided by Henderson (the “Work”), Client shall issue a written work order (“Work Order”) to Henderson. If at any time during the term of this Agreement, Client either verbally or through one or more written orders, delivery tickets, or other instruments, requests Henderson to supply or perform additional services, and Consultant agrees to perform those services, each such request, regardless of form, shall be governed by and subject to these Standard Terms and Conditions. All verbal instructions for additional services must be confirmed in writing by a separate Work Order by Client and the written acknowledgement of Henderson obtained within five (5) working days of the verbal instructions. Failure of Client to confirm in writing any verbal instructions given to Henderson or to obtain Henderson’s written acknowledgement thereof within five (5) working days shall relieve Henderson of any and all responsibility claimed by Client not to be in compliance with said verbal instructions, and Client shall be responsible and liable for any and all charges for time and material incurred by Henderson based on its understanding of the nature, scope and extent of the verbal instructions. Agreements or stipulations in any Work Order that are contrary to any term of these Standard Terms and Conditions shall be void, unless Henderson and Client have expressly agreed in writing that such agreement or stipulation shall supersede these Standard Terms and Conditions. Henderson agrees to complete on a time and materials basis, in accordance with Client’s instructions and good marine practice, the Work described and any additional work ordered by Client on the Vessel. Client, having expertise in such matters, shall observe the Work from time to time as deemed necessary to ensure the suitability for Client’s intended purposes of all machinery, equipment and parts to be installed and/or repaired pursuant to a Work Order. There is no warranty of any kind that the Vessel will be completed by the projected completion date provided for by any Work Order. Henderson may operate the Vessel for purposes of testing or observing the Vessel, all at Client’s risk. Client shall advise Henderson prior to the initial start-up, launching, sea trial or other test or observation involving the Vessel, machinery, equipment or parts covered by any Work Order and permit Henderson to be present at such, if Henderson so requests. Client is solely and fully responsible to inspect all Work, Work Orders and all materials, components and equipment installed prior to launching the Vessel to ensure that the Vessel is water tight and fully prepared and ready in all respects to be put safely back into the water. Client is further fully and solely responsible for, and voluntarily assumes said responsibility to inspect and check all machines, components, equipment and other appliances of the Vessel prior to initial operation after launching and/or delivery for proper installation; correct wiring; correct tightness of fittings and joints; correct plumbing; correct tightness of electrical and other connections and ensuring that the equipment is fully ready in all aspects for safe and proper operation prior to being energized. Failure of Client to conduct such inspections or checks prior to energizing such equipment shall relieve Henderson from any and all liability for any damage to the equipment and/or injury to persons caused in whole or in part by said failure to check and inspect. Henderson is an independent contractor with respect to any and all work performed for Client. No relationship of master and servant nor principal and agent shall exist between Client and the employees, agents, or representatives of Henderson. Any work by Henderson does not constitute a bailment, and the Client retains under all circumstances full care, custody and control (including control of access to and any security aspect of) the Vessel. Henderson shall not be liable for the care, custody, control or protection of the Vessel, including gear, equipment, appurtenances and personal property of any kind at any time. Henderson is not a bailee of the Vessel, her engines, appurtenances or contents and assumes no responsibility for safe operating condition, tie up, dockage or maintenance of the Vessel. The Client is solely responsible for security of the Vessel and for preventing entry of unauthorized persons on the Vessel. It is agreed by Client that the keys and/or other means of access of the Vessel either remain in his/her/its custody and control or aboard the Vessel and are not turned over to Henderson. Although the keys, or combinations to locks or other means of access relating to the Vessel may from time to time be left with Henderson or aboard the Vessel, it is agreed that this is only for the convenience of Client and in taking or keeping such keys and/or combinations to locks. Henderson assumes no responsibility for the safeguarding of the keys and/or combinations to locks nor for the Vessel herself and/or her equipment or personal effects. The retention by Henderson of such keys and/or combinations to locks does not constitute an assumption of a bailment relationship.
   
   
4. Standard of Care. Henderson will perform the services with the skill and care ordinarily used by qualified professionals performing the same type of services at the same time under similar conditions in the same or similar locality. No other standards, warranties, expressed or implied, including warranties of marketability or fitness for a particular purpose apply. The Client will notify Henderson in writing of any deficiencies in the services within 15 calendar days of their discovery but no later than 120 calendar days after substantial completion of the services. The Client will give Henderson a reasonable opportunity to correct these deficiencies. The Client understands that Henderson’s services may entail risk of personal injury and property damage (including cross contamination) that cannot be avoided, even with the exercise of due care. The Client acknowledges and accepts and risk resulting from the fact that conditions can vary from those found by Henderson at the times, locations and conditions of its work.
   
   
5. Client Responsibilities. Client will provide permits, licenses, approvals and consents necessary for performance of the services, except those maintained by Henderson for its ordinary conduct of business. Client will provide Henderson will all reasonably available documents that are related to the services, including information related to hazardous materials or other environmental and technical conditions at the site. Before Henderson performs any activities, the Client will provide all available information concerning services, conduits, pipes, tanks, other facilities and obstructions at the work site. Henderson will rely on the documents and information provided by the Client. The Client grants Henderson and its subcontractor(s) permission to enter the site to perform the services. If the site is owned by others, the Client represents and warrants that the Client is an agent of the owner and has granted permission for Henderson to enter the site and perform the services. Client will provide Henderson with written verification of site access permission upon request. The Vessel will be presented for service to Henderson without hazards existing which would cause danger or any expense whatsoever to Henderson or to other vessels or persons. Client agrees to defend, hold harmless and indemnify Henderson from any and all damage, liability and/or loss caused in whole or in part by the negligence, fault or defect of the Vessel, her crew, or the Owner and/or the Owner’s agents, of any activities or devices used in connection with or relating to the Vessel (including, but not limited to, those relating to or resulting from work or other activities of any crew, subcontractors, outside contractors, guests, invitees, visitors, or any other third parties). Client agrees to comply with all laws and regulations applicable to these Standard Terms and Conditions, the MSA or the performance of Work. If Henderson is required to pay any fine or penalty resulting from an alleged violation of such laws or regulations due to its Work, such fine or penalty shall be charged separately to the Client as a cost of Work, unless the alleged violation was solely due to the gross negligence or willful misconduct of Henderson.
   
   
6. Payment. Except as expressly provided in the MSA, Client will compensate Henderson for the services at its standard rates, reimburse its expenses, and pay any taxes applicable thereto. Henderson will submit periodic invoices that are due upon receipt. The Client will notify Henderson in writing within 10 calendar days of any disputed item on the invoice and pay all undisputed items. Overdue payments will accrue interest at the maximum lawful rate. Client agrees to pay for all services through termination, plus termination and collection costs, including reasonable attorney’s fees and costs. Client further consents to the appointment of Henderson as substitute custodian in any proceeding commenced by Henderson for lack of payment and agrees to pay Henderson for its services as substitute custodian at a rate not to exceed that customarily paid to the U.S. Marshal for custodial services in such cases. In the event any indebtedness of Client is turned over to a collection agent (collection agency, collection attorney or both), Client will be responsible for all collection fees and costs, as well as the principal balance and any taxes. Client is responsible for interest at the maximum rate permitted by Florida law in the event a lawsuit is filed to enforce these liens. If the Vessel is the subject of an in rem proceeding, the Owner will be responsible for all costs, including, but not limited to, Marshal fees, substitute custodial fees, reasonable attorneys’ fees, court costs and interest. Client agrees to pay all expenses and costs incurred by Henderson in enforcing any of the Standard Terms and Conditions, including, but not limited to, the cost of removal and storage of the Vessel and any reasonable attorneys’ fees and costs. The Client expressly agrees that all legal expenses incurred by Henderson in the enforcement of rights under these Standard Terms and Conditions, including rights to liens, maritime and otherwise, shall be paid by Client and may be included, at Henderson’s option, in the amount of any lien, state or federal, which Henderson may have against Client. Client agrees to pay all taxes, licenses, and fees levied or assessed on Client incident to the performance of any MSA by any governmental agency and unemployment compensation insurance, old age benefits, social security, or any other taxes upon the wages of Client, its agents, employees, and representatives.
   
   
7. Site Conditions. Where appropriate, Henderson will contact Class and/or other relevant authorities for information about conditions at the site. Henderson will review plans and information provided by these entities and the Client. Henderson will not be liable for any damage to structures not accurately identified in such plans and information. Client agrees to indemnify Henderson against all liabilities and costs arising out of such damage and its repair, except to the extent caused by Henderson’s gross negligence. Henderson will conduct its on-site activities to limit damage to existing conditions to the extent possible. Client agrees to compensate Henderson for all costs to perform the work required by the Client. Client shall secure for Henderson rights of ingress and egress to the premises on which the Work to be performed is located. Client shall advise Henderson of any limitations or restrictions to ingress and egress, and Henderson, its employees, agents, contractors and/or subcontractors shall reasonably abide by such limitations and restrictions. Should Henderson be denied access to the location for any reason not within the reasonable control of Henderson, Client shall compensate Henderson for time lost by such denial, in accordance with Consultant’s Rate Schedule.
   
   
8.  Budgetary Limitations. Client shall advise Henderson in writing no later than contemporaneously upon execution of the MSA of any budgetary limitations for the overall project cost or construction cost. Henderson will endeavor to work within these limitations. However, Henderson does not guarantee that any opinions it may render regarding the probable cost of implementation or of any aspect of the Work will not differ materially from quoted fees, submitted bids, negotiated prices or actual costs ultimately incurred. If Client wishes greater assurance as to probable construction costs, or if formal estimates are otherwise desired, Client shall employ, at its sole risk and expense, the services of an independent cost estimator.
   
   
9. Force Majeure. Except for the duty to make payments hereunder when due, and the indemnification provisions under the MSA, neither Client nor Henderson shall be responsible to the other for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in these Standard  Terms and Conditions, “Force Majeure Event” shall mean: Any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, governmental laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes (except financial) beyond the reasonable control of either party. Delays due to any of the aforementioned causes shall not be deemed to be a breach of or failure to perform under these Standard Terms and Conditions. Neither Client nor Henderson shall be required against their will to adjust any labor or other similar dispute except in accordance with applicable law.
   
   
10. Termination of Work. Any MSA may be terminated by Client upon thirty (30) days’ written notice in the event of a material breach hereof by Henderson, provided that Henderson does not cure such material breach within the 30-day period after it receives written notice of the same (describing the alleged breach in detail) or, in relation to matters which cannot be cured within such thirty (30) days, unless Henderson has failed to initiate reasonable steps to cure such breach. In the event of a cure or the undertaking of reasonable steps to cure by Henderson within such 30-day period, Client shall have no right to terminate an MSA. An MSA may be terminated by Henderson in the event that any of its statements have not been paid within fifteen (15) days of the date when such payment was due, provided that Client shall have the right to cure such default by making payment (including applicable interest) within seven (7) days of its receipt of a written notice from Henderson describing the default in payment. An MSA may be terminated for convenience by Client upon thirty (30) days’ advance written notice to Henderson. In such event, Henderson shall be entitled to compensation for all services performed (including materials ordered for the Work) at the applicable rates stipulated in Consultant’s Rate Schedule or Bid, and to be reimbursed for all reimbursable expenses incurred (including the full unamortized cost of materials, tools, patterns, designs and/or fixtures made or constructed specifically for the Work), through the effective date of termination; provided, however, that Henderson shall also be entitled to a termination expense equal to 10% of the total amount of fees to which Henderson is entitled through the effective date of termination. Henderson shall also have the right to terminate any MSA for convenience upon thirty (30) days’ written notice to Client, in which event Henderson shall be entitled to compensation for the Work rendered, and to be reimbursed for all reimbursable expenses reasonably incurred, through the effective date of termination. In the event of such a termination for convenience by either Client or Henderson, all such amounts shall be paid to Henderson no later than fifteen (15) days following the effective date of such a termination for convenience. In either event, the amounts set forth herein shall be the sole amounts that Henderson is entitled to receive and, in the event of a termination for convenience, neither party shall have any liability to the other for breach of contract as a result of such a termination for convenience, provided that the parties comply fully with this clause.
    
    
11. Construction Phase. During any site visit or when Henderson otherwise observes contractor(s)’ and/or subcontractor(s)’ work in progress, Henderson shall not supervise, direct or have control over the contractor(s)’ and/or subcontractor(s)’ work, nor shall Henderson have any authority over, or responsibility for, the means, methods, techniques, sequences or procedures of construction selected by the contractor(s) and/or subcontractor(s), or for any safety precautions or programs incident to the work of the contractor(s) and/or subcontractor(s), or for any failure of the contractor(s) and/or subcontractor(s) in furnishing or performing (their) work. Henderson neither guarantees the performance of any construction contracts by contractor(s) and/or subcontractor(s), nor assumes responsibility or liability for the contractor(s)’ and/or subcontractor(s)’ failure to furnish or perform its/their work in accordance with applicable contract documents. Henderson has the right to terminate, dismiss and/or replace any contractor(s) and/or subcontractor(s) for failure to furnish or perform its/their work in accordance with the MSA and any Work Order.
    
    
12. Samples: Where applicable, Henderson will store samples for at least 30 days after submitting test results to the Client, unless requested in writing for them to be held longer or shipped. Client will compensate Henderson for storage beyond 30 days, special storage conditions, and costs to ship samples. Client will pay Henderson for all special disposal costs, including the cost to return samples to the Client. Test results obtained by Henderson on samples apply only to the samples tested for the conditions under which they were tested.
    
    
13. Hazardous Materials. Henderson does not provide assessments of the presence of environmental contaminants unless expressly indicated in our written agreement. Client will advise Henderson of any and all known contaminants and hazardous materials before Henderson provides any services involving those materials. Before any hazardous or contaminated materials are removed from the site for Henderson use, the Client will sign a manifest that names the Client as the generator of the waste (or will arrange for the generator to sign). Henderson will not be the generator or owner of, nor will it take title to or assume legal liability for any hazardous or contaminated materials at or removed from the site. Henderson will  not undertaken arrange for, or control the handling, treatment, storage, removal, shipment, transportation or disposal of any hazardous or contaminated materials at or removed from the site, other than samples collected by Henderson for laboratory testing.
    
    
14. Limits on Henderson Responsibility. Henderson will not be responsible for the acts or omissions of any others, except for its employees and sub-contractors, as further defined herein. Henderson will not supervise, direct or have control over any contractor’s work. Henderson will not have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction, for work site health or safety precautions or programs, or for any failure of contractors to comply with contracts, plans, specifications or law. Any estimates or opinions of Henderson of probable quantities or costs of labor, materials, equipment or services to be furnished by others are strictly estimates and are not a guaranty or representation that actual quantities or costs will be consistent with those estimates or opinions. Client acknowledges that Henderson does not warrant or guarantee the approval or receipt of any governmental permits or approvals, or that time to obtain such permits or approvals.
    
    
15. Changed Conditions. The Client acknowledges that the services rendered by Henderson may involve uncertainties, which often require a phased or staged investigation with the need for additional services becoming apparent as work progresses. The Client acknowledges that encountered conditions may differ considerably form those anticipated, that laws and regulations are subject to change, and that regulatory requirements may be unpredictable. Henderson will notify the Client if additional services, costs or time become necessary due to any of these factors and the parties will negotiate appropriate changes to the scope of services, compensation and schedule. If the parties are unable to reach agreement, Henderson will be entitled to terminate its services with 5 calendar days’ notice and to be equitably and immediately compensated for services already performed. In the event of an emergency, Henderson may take immediate steps to protect public safety, health and the environment, and will be equitably compensated for its work by the Client. Henderson will  not be responsible for delays, failures to perform or extra costs due to weather, labor disputes, intervention by or inability to get approvals from public authorities, acts or omissions by the Client, or any other causes beyond Henderson’s reasonable control. The Client will compensate Henderson for any increase in its costs resulting from any of these factors. In the event the project is placed on a “hold” status during the design or construction phase for a period exceeding seven (7) days, Henderson shall be entitled to an additional fee of 10% of the total professional fee for the project or a minimum fee of $500.00, whichever is greater to restart the project.
    
    
16. Restrictions. Client agrees to not hire, contract with, retain or otherwise utilize any contractor(s) and/or subcontractor(s) nominated, retained or otherwise contracted by Henderson (“Consultant’s Contractors”) for the Work and who provided services arising under the MSA within one (1) year from the date of termination of the MSA for any reason whatsoever. Client acknowledges and agrees that it has actual knowledge of the existence of contract(s) between Henderson and Consultant’s Contractors and warrants that any hiring of Consultant’s Contractors directly within one (1) year from the date of the termination of the MSA is an act to intentionally disrupt the contract(s) between Henderson and Consultant’s Contractors, without legal justification, entitling Henderson to any and all remedies available at law against Client and any and all damages arising from Client’s breach of this paragraph. Client further agrees to not use, examine, alter, borrow, move, control, or damage, Henderson’s equipment (directly or indirectly) for any reason whatsoever. Client additionally agrees to not take possession of Henderson’s equipment, including, but not limited to, sell, mortgage, impound, or use the equipment as a surety for any reason whatsoever. Client agrees that in the event Henderson temporarily stores its equipment on the Vessel, Client in no way retains any right of possession of the equipment and Client in no way retains any right to control the equipment. Consultant retains all rights to possession and control over his equipment and all such equipment remains in the complete ownership of Consultant. Client grants Consultant the right to board the Vessel at any time during normal business hours to collect Consultant’s equipment. Client understands that any act by Client in violation of this paragraph will be considered a breach of this Agreement and an unlawful taking and conversion of the Consultant’s equipment, and Consultant shall be entitled to any and all damages against Client arising therefrom and Consultant shall be entitled to any and all remedies at law against Client.
    
    
17. Documents and Information. All documents, data, calculations and work papers prepared or furnished by Henderson are instruments of service and will remain Henderson’s property. Designs, reports, data and other work product delivered to or on behalf of the Client are for Client’s use only for the limited purposes disclosed to Henderson and subject to Client paying for the services to provide said work product. Any delayed use, use at another site, use on another project, or use by a third party will be at the user’s sole risk and Client agrees to indemnify and defend Henderson against any liabilities resulting therefrom. Any technology, methodology, or technical information learned or developed by Henderson will remain its property. Henderson maintains its books and records reasonably relating to the work performed and invoices issued pursuant to the MSA for a period of two (2) years following the end of the calendar year in which the work was performed, and during that time, to make such books and records available to Client and its auditors upon their request, during Henderson’s regular office hours, provided Client has provided Henderson with reasonable notice of its request to review said books and records. Should Client make any such request under this paragraph, Client shall pay Henderson its current rate and any corresponding costs for the work in making its books and records available to Client. The Client shall hold the terms of any MSA or Work Order confidential and shall only disclose said terms as reasonably required by law.
    
    
18. Electronic Communications. Client consents to receive communications from Henderson electronically. Henderson will communicate with Client by e-mail or by posting notices on this website. Client agrees that all agreements, notices, disclosures and other communications that Henderson provides to the Client electronically satisfies any legal requirement that such communications be in writing. Information on this website may be changed or updated without notice. Client is bound by any such revisions and should therefore periodically visit this page to review Henderson’s current terms and conditions.
    
    
19. Confidentiality and Subpoenas. Information about this Agreement and Henderson’s services and information provided by the Client about the services will be maintained in confidence and will not be disclosed to others without the Client’s consent, except as Henderson believes is necessary to perform its services, comply with professional standards, and to comply with laws and court orders. Henderson will make reasonable efforts to notify the Client prior to any disclosure except as necessary to perform its services. Information available to the public and unprotected information acquired from third parties will not be considered confidential. The Client will reimburse Henderson for having to respond to any subpoena or governmental inquiry or audit related to the services at Henderson’s standard rates then in effect.
    
    
20. Indemnification. Client agrees to hold harmless, indemnify and defend Henderson and its affiliates and subcontractors and their employees, officers, directors and agents against all claims, suits, fines and penalties, attorney’s fees and other costs of settlement and defense, which claims, suits, fines, penalties or costs arise out of or are related to this Agreement or the services, except to the extent they are caused by Henderson’s gross negligence. Client further agrees to indemnify, defend and hold harmless Henderson and its affiliates, officers, directors and agents from any liabilities, expenses and costs, including but not limited to legal fees and expenses, incurred in connection with any claims or demands of any third party resulting from or arising out of Client’s use of this site.
    
    
21. Limitation of Liability. To the fullest extent permitted by law and notwithstanding anything else in this Agreement to the contrary, the aggregate liability of Henderson and its affiliates and subcontractors and their employees, officers, and directors for all claims arising out of this Agreement or the services rendered by Henderson shall be limited to the amounts actually paid to Henderson.
    
    
22. Disputes. All disputes between the Client and Henderson shall be governed by the terms of the MSA. These Standard Terms and Conditions and Client’s use of the site are governed by the laws of the State of Florida, USA, without regard to its choice of law provisions. The courts of general jurisdiction located within Duval County, Florida, USA, will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning these terms and conditions and/or the website in which this Agreement is found. Henderson does not warrant that this site will be lawful outside of the United States.

TO THE EXTENT ALLOWED BY LAW, THE CLIENT WAIVES ITS RIGHT TO A JURY TRIAL FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT. 

1. Intellectual Property. Client acknowledges and agrees that Henderson has developed through substantial effort, research, time and expense, certain inventions, design concepts, methodologies, technical know-how, copyrightable material and trade secrets (“Confidential Material”) directed and related to the products and results of Henderson’s Work, which are works made for hire. Client acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyrights) belongs to and shall be the sole and exclusive property of Henderson. Except for the written consent to Henderson, Client agrees: a) not to use or disclose to another person or entity any Confidential Material of Henderson; b) not to make, or cause to be made, any copies, facsimiles or other reproductions including data files of any documents containing Confidential Material of Henderson; c) To use all other reasonable means to maintain the secrecy and confidentiality of the Confidential Material of Henderson. Client further agrees, at the request of Henderson: a) to immediately return to Henderson all of the items in the possession of Client which relate to or which disclose in whole or in part any Confidential Material of Henderson; and b) to refrain from using or disclosing to any other person or entity any Confidential Material of Henderson. Client acquires no right or interest in any such intellectual property, by virtue of this Agreement or the Work and Client hereby agrees and warrants that Henderson shall retain all right, title and interest in all trademarks, trade dress and good will that results from the Work performed under this Agreement. Client agrees that should it breach any of the promises contained in this Clause, Henderson would suffer irreparable harm and Henderson would be without an adequate remedy at law. Therefore, Henderson may obtain injunctive relief, including specific performance of this Clause, as well as monetary award for damages suffered by Henderson for Client’s breach of these Standard Terms and Conditions.
   
   
2. Copyright. All content included on this website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Henderson or its content suppliers and protected by international copyright laws. The compilation of all content on this site is the exclusive property of Henderson, with copyright authorship.
   
   
3. Trademarks. Henderson’s trademarks and trade dress may not be used in connection with any product or service that is not Henderson’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Henderson. All other trademarks not owned by Henderson that may appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Henderson.
   
   
4. Other. The terms and conditions herein regarding Limitation of Liability and Indemnification shall survive the completion of the services under this Agreement and the termination of the contract for any reason. Any amendment to this Agreement must be in writing and signed by an authorized representative of Henderson. This Agreement supersedes any contract terms, purchase orders or other documents issued by solely by the Client. These terms and conditions shall govern all transactions between Client and Henderson, whether Client has signed an MSA or has not. Client’s verbal authorization to commence services constitutes acceptance of these terms and conditions. The provisions of this Agreement are severable; if any provision is deemed by a court of competent jurisdiction as unenforceable, it shall be appropriately limited and given effect to the extent that it is enforceable. If there are any terms of this Agreement that are contradictory to those contained in any MSA, the terms contained within the MSA, signed by the Client, shall prevail. Headings in these terms and conditions are for convenience only and do not form a part of the agreement.