1. EXCLUDED SERVICES. Notwithstanding anything within our Understanding to the contrary, CCA shall not be responsible for anything outside the scope of the description of the Services on the first page of our Understanding. If Customer desires for CCA to provide services not described in our Understanding, Customer shall submit such request in writing to CCA, and CCA, in its sole discretion, may decide whether to accommodate such request (and the additional pricing that may be associated with such accommodations).
2. CONFIDENTIALITY. Customer’s employees or family members may disclose to CCA certain non-public information (“Confidential Information”). CCA agrees that it will not disclose Confidential Information to third parties except (a) to the employees, contractors, representatives, advisors or agents of CCA; or (b) to appropriate governmental regulatory bodies, as may be deemed necessary, in the sole discretion of CCA, based on the health, safety or well-being/endangerment of employees, family members of employees or other third-party individuals.
3. WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN OUR UNDERSTANDING, CCA MAKES NO WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH OUR UNDERSTANDING OR THE SERVICES, ALL OF WHICH ARE HEREBY DISCLAIMED BY CCA AND EXCLUDED FROM OUR UNDERSTANDING.
4. LIMITATION OF LIABILITY AND INDEMNIFICATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH WITHIN OUR UNDERSTANDING, CCA’S TOTAL CUMULATIVE LIABILITY UNDER OUR UNDERSTANDING, OR AT LAW WITH RESPECT TO ANY SERVICES PROVIDED TO CUSTOMER (WHETHER NEGLIGENT OR OTHERWISE), WILL BE LIMITED TO THE TOTAL FEES PAID (LESS ANY REFUNDS OR CREDITS) BY CUSTOMER TO CCA IN THE PRECEDING TWELVE (12) MONTHS. IN NO EVENT WILL CCA BE LIABLE TO CUSTOMER UNDER, IN CONNECTION WITH, OR RELATED TO OUR UNDERSTANDING FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT CCA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS OF LIABILITY ARE A CONDITION AND MATERIAL CONSIDERATION FOR THEIR ENTRY INTO OUR UNDERSTANDING. CUSTOMER SHALL INDEMNIFY CCA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS, ETC., FROM ANY LOSS, DAMAGE, COST OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM ANY ACTIONS OR OMISSIONS OF CUSTOMER, INCLUDING, WITHOUT LIMITATION, (A) CUSTOMER’S BREACH OF OUR UNDERSTANDING, (B) NON-COMPLIANCE WITH ANY FEDERAL, STATE OR LOCAL LAWS OR REGULATIONS, (C) ANY DAMAGES OR COSTS INCURRED BY CCA RELATED TO ANY DEFECT IN THE PROPERTY WHERE SERVICES ARE PROVIDED, OR (D) ANY OTHER ACTS OR OMISSIONS OF CUSTOMER OR ITS REPRESENTATIVES. THIS INDEMNITY SHALL SURVIVE THE TERMINATION OF OUR UNDERSTANDING.
5. GENERAL.
5.1. CCA’s relationship with the Customer under our Understanding is that of an independent contractor, and nothing in our Understanding or the arrangements for which it is made shall make CCA an employee, joint venturer, or partner of the Customer. Except as otherwise provided herein, each party shall be responsible for the payment of its own expenses incurred in connection with our Understanding. Our Understanding may only be amended or modified by a writing specifically referencing our Understanding which has been signed by authorized representatives of both Customer and CCA. If any provision of our Understanding is held to be illegal, invalid, or unenforceable, that provision shall be severed or reformed to be enforceable, and the remaining provisions hereof and thereof shall remain in full force. Our Understanding may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. PDF or electronic signature pages shall serve as original, effective signature pages.
5.2. Our Understanding shall be governed by and construed in accordance with the laws of North Carolina, exclusive of its rules governing choice of law and conflict of laws. Each of the parties agrees that before commencing any litigation against the other party, the parties will negotiate in good faith for a period of no less than one hundred twenty (120) days to resolve the dispute without litigation.
5.3. CCA retains all intellectual property rights related to the Services provided by CCA to Customer, including, without limitation, rights related to designs, logos, copyrights, materials, manuals, data, the My Chaplain App or other applications, computer software, trade secrets, know-how, or other materials or technology developed by CCA.
5.4. To the extent CCA representatives are on site at Customer’s facility, Customer covenants and agrees with CCA to provide a safe environment for CCA representatives at all times, free from hazards and conditions that may cause injury or illness to a CCA representative. In connection with providing the Services, Customer authorizes CCA representatives to enter the premises of Customer, as well as to contact electronically or otherwise the employees (and family members of employees).
5.5. Customer acknowledges that (a) CCA chaplains are trained to care for the hearts, minds, emotions, and spirit of Customer’s employees in meaningful and authentic ways that will vary from person to person; (b) CCA chaplains are trained in Christian principles and typically have business and ministry experience; (c) CCA is a Christian, faith-based, non-profit organization; (d) CCA chaplains may share elements of their personal faith with Customer employees or family members (when permission for such discussion is granted by Customer employees or family members, as applicable) in a non-threatening manner. CCA chaplains are available to care for all employees, of Customer regardless of the religious beliefs, or non-belief, of any such employees.
5.6. CCA shall not be in breach of this Understanding by failure in performance of our Understanding, if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of CCA, including but not limited to, failure of Customer to provide promptly to CCA accurate information, inclement weather, acts of God or of a public enemy, default by subcontractors or suppliers, health pandemics, acts of terrorism, fire, road icing or inclement conditions, etc.
5.7. During the period of performance of our Understanding and for one year after completion or termination of our Understanding, Customer shall not solicit for hire, or hire, whether directly or indirectly, any employee, independent contractor or agent of CCA that provided Services to Customer.
5.8.All payment obligations will survive termination of our Understanding. Customer acknowledges and agrees that CCA may cease providing Services under our Understanding during any period in which the Customer has not paid any amounts due to CCA.
5.9. Customer covenants and agrees with CCA that Customer (nor its employees or representatives) will provide financial support, or items of material value to the chaplains of CCA providing Services to Customer.
5.10. These terms and conditions may be updated from time to time by CCA and such terms shall be binding on the parties related to any Services provided by CCA to Customer after the date of any update.
Last Updated December 28th, 2020
