Compensation Advisory Terms & Conditions

These Compensation Advisory Terms & Conditions (these “Comp Advisory Terms”) are incorporated by reference into the Client Services Order Form (the “Order Form”) by and between Sequoia Benefits and Insurance Services, LLC, d/b/a Sequoia Group, a California limited liability company (“Sequoia”), and the Client identified in such Order Form. All capitalized terms used in these Comp Advisory Terms and not otherwise defined herein shall have the meanings ascribed to such terms as set forth in the Agreement. As used herein, the “Agreement” shall refer to the Order Form, these Comp Advisory Terms and any other agreements identified in, incorporated into, or made a part of the Order Form. These Comp Advisory Terms set forth the additional terms and conditions under which Sequoia will provide to Client certain compensation advisory services (the “Services”) and supplement the Services General Terms & Conditions. In case of conflict, the order of priority of governing terms is (i) the Order Form, (ii) these Comp Advisory Terms and then (iii) the other agreements identified in the Order Form.

1. Services. Sequoia represents that Sequoia is duly licensed (as applicable) and has the qualifications, the experience and the ability to properly perform the Services. Sequoia shall provide the Services in a professional and workmanlike manner in accordance with general industry standards.
2. Fees. Client acknowledges and agrees that fees shall be paid to Sequoia via ACH debit pursuant to the ACH authorization form provided by Sequoia.
3. Ownership of Results/Works for Hire. Any and all original work, systems, designs, reports, software, specifications, charts or any original works of authorship created by Sequoia or its subcontractors or subconsultants exclusively for Client in connection with the Services performed under this Agreement shall be “Works for Hire” as defined under Title 17 of the United States Code, and all copyrights in such works are the property of Client. In the event that it is ever determined that any such works are not works for hire under U.S. law, Sequoia hereby assigns all copyrights to such works to Client.
4. Sequoia’s Proprietary Rights. This Agreement does not transfer or convey to Client or any third party, any right, title or interest in or to the Services or any associated intellectual property rights, but only a limited right of use as granted in and revocable in accordance with this Agreement.
5. Taxes. Sequoia will report as income all compensation received by Sequoia pursuant to this Agreement. Sequoia shall have full responsibility for payment of applicable withholding taxes and other such applicable taxes for all compensation paid to Sequoia. Sequoia will not be entitled to participate in any plans, arrangements, or distributions by Client pertaining to any bonus, stock option, profit sharing, insurance or similar benefits of Client.
6. Non-Solicitation of Employees after Term. For a period of two (2) years after the termination of this Agreement, Client will not, directly or indirectly, for the benefit of Client or for any other person or entity, induce or encourage employees of Sequoia to discontinue their employment with Sequoia. In addition to any equitable relief available to Sequoia, in the event Client induces employees of Sequoia to discontinue employment in violation of the foregoing restriction, it is understood and agreed that Client shall be liable to Sequoia in an amount, as liquidated damages, equal to fifty percent (50%) of the compensation paid to said employee, including but not limited to salary, bonus, and benefits, for the twelve (12) months immediately preceding any discontinuance of said employment/consultation. The parties agree that the amount established hereunder as liquidated damages is reasonable under the circumstances existing at the time of execution of this Agreement. This sum is agreed on as compensation for the actual injury suffered by Sequoia and not as a penalty.