Effective as of 7/13/2023
This Agreement may be executed in multiple counterparts by the parties hereto. All counterparts so executed shall constitute one agreement binding upon all parties, notwithstanding that all parties are not signatories to the original or the same counterpart. Each counterpart shall be deemed an original to this Agreement, all of which shall constitute one agreement to be valid as of the date of this Agreement. Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. This Agreement, any other documents necessary for the consummation of the transactions contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act (“UETA”) and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on each party as if it were physically executed.
In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
WHEREAS, VANTAGE GROUP LEGAL SERVICES CORP. (herein referred to as “VANTAGE”, “VANTAGE GROUP”, and/or “Company”) is a provider of affordable professional services which include, but are not limited to, active assistance for exigent legal needs (“Exigent Legal Services”) and passive legal benefits plans (” Passive Legal Benefits Plan”) to Client (“Client(s)”, “Member”, and/or “Subscriber”) for Clients Approved Case (“Case”, “Approved Case” or “Client Matter”);
WHEREAS, for Exigent Legal Services, Clients agree to pay the Company an Initiation Fee upon signing up for services and a Monthly Service Fee for legal representation (“Monthly Service Fee”) as indicated in the online order form;
WHEREAS, for the Passive Legal Benefits Plan, Client authorizes VANTAGE to act as a third-party billing intermediary on their behalf with a network attorney (“Network Attorney” or “Assigned Attorney”), subject to the Company’s Terms and Conditions, Subscriber Service Level Agreement (“Subscriber SLA”, or “SLA”), and/or Premium Employer Business Account Agreement (“PEBAA”), where applicable.
WHEREAS, the Company recognizes that the nature and urgency of the services required by clients may vary, and as such, has structured its remuneration strategy to reflect these differing needs, with distinct pricing for Exigent Legal Services and the Legal Benefits Plan;
WHEREAS, Clients may subscribe to either the Exigent Legal Services or the Legal Benefits Plan, or both, and will be subject to Company’s Offered Services, Terms and Conditions, Subscriber SLA”, and/or PEBAA, if applicable;
WHEREAS, Vantage Group does have Members, Managers, Employees, Contractors and Agents that are licensed Illinois Real Estate Brokers, licensed Illinois attorneys, and/or other licensed professionals.
WHEREAS, This Agreement is subject to the Terms of Service and Terms and Conditions set forth on the following pages, in addition to the Subscriber SLA and PEBAA all of which are made a part of this Agreement.
WHEREAS, this Agreement shall be effective on 6/29/2023 (“Effective Date”) and shall be the governing agreement for all services commencing on or after the Effective Date until such time of further amendment or modification.
IN WITNESS WHEREOF, the parties have signed and entered into this Agreement on the date that first appears above or on the electronic order form. The prevailing language to negotiate and agree to the terms set in Agreement, have been American English. THE CLIENT(S) HAVE FULL AUTHORITY TO EXECUTE THIS AGREEMENT. All Clients have read, consulted with, and acknowledged all the terms set forth in Agreement and by electronic signature promises, warrants and guarantees to abide by Agreement.
Agreement: the term “Agreement” shall refer to the entirety of this Agreement including the Terms of Service and Terms and Conditions incorporated herein below. It shall also include the Subscriber SLA and/or PEBAA, and any online order form, where applicable.
Exigent Legal Services: Services that are provided to consumers and are services intended for pre-existing legal matters. These services are not subject to the Subscriber SLA or PEBAA.
Passive Legal Benefits Plans: Services that may be provided to consumers and/or organizations wherein pre-existing legal matters are not covered or subject to such plans. Specific matters or service types shall be defined by the respective Subscriber SLA and/or PEBAA.
TERMS OF SERVICE
The provisions outlined in this section apply uniformly to all service types provided by VANTAGE, including but not limited to, Exigent Legal Services and the Legal Benefits Plan. It is understood and agreed by the Client that these provisions neither negate, substitute, or otherwise alter any Terms and Conditions below or, in the case of Passive Legal Benefit Plans, the Subscriber SLA and/or PEBAA, if applicable. Client acknowledges that they are bound to adhere to all relevant Terms and Conditions for each respective service they have engaged, in addition to the provisions set forth in this section. This Agreement should be read in conjunction with, and with the intent to incorporate, the separate Subscriber SLA and or PEBAA, if applicable, insofar as they do not conflict with the terms of this Agreement. In the event of any inconsistencies or conflicts between the provisions of this Agreement and those of the Subscriber SLA, the more restrictive or stringent interpretation in favor of Vantage between the two shall prevail and be binding upon the parties involved. The Client acknowledges and agrees that they are bound to adhere to the forgoing accordingly.
For Passive Legal Benefits Plan members, please refer to your Subscriber SLA for a full list of services and obligations to submit claims.
- SERVICE TYPE AND RESTRICTIONS:
1.1 FAMILY LAW SERVICES: Family law service shall include Divorce, legal separation, Child Custody, Child Support, allocation of parental rights, division of assets, adoption, guardianship, and assistance with DCFS matters. The intended term of Agreement is until the case is dismissed, the matter reached its natural conclusion, or termination of services, subject to any other provisions of this Agreement. Further restrictions apply as set forth in the Terms and Conditions below.
1.2.1 FORECLOSURE DEFENSE SERVICES: The term “Foreclosure Services” refers to legal services provided in relation to: i) the representation in pre-judgement foreclosure proceedings; ii) advising on the defense and potential counterclaims in foreclosure cases; iii) navigating pre-trial procedures, including discovery and settlement negotiations; iv) limited (case-by-case) handling of post-judgement and post-trial procedures, such as enforcement or defense of judgments or appeals, as appropriate in the context of foreclosure. The Client understands that the term “Foreclosure Services” as used in this Agreement includes all the activities outlined in the immediately preceding sentence. Trials and appeals are strictly excluded from coverage unless otherwise agreed to by Vantage and Assigned Attorney. The acceptance of post Judgment Foreclosure matters will be evaluated and processed on a case-by-case basis, with the scope of the engagement being determined by the Assigned Attorney managing the Client Matter.
1.2.2 NO GUARANTEE OF RESULTS: Vantage cannot be held liable for any results arising from the Foreclosure Services. When defending the Client’s rights in foreclosure matters, the Client may be ordered to forfeit their property and be required to vacate. Other results, contingent on the unique circumstances of each Client’s case, may also occur. Further restrictions apply as set forth in the Terms and Conditions below.
1.2.3 TERM OF FORECLOSURE MATTERS. The intended term of this Agreement extends until the Client’s case is dismissed, or the Client is legally evicted from their property by the Sheriff’s department. Upon such eviction, this Agreement may be terminated by the Client (effective upon date of notice to Vantage, subsequent to such eviction).
1.2.4 RESTRICTED SERVICES: Client acknowledges that Vantage, and its employees, independent contractors, members, managers, owners and agents are not acting as “Distressed Property Consultants” under the Mortgage Rescue Fraud Act, 765 ILCS 940 et seq. and it DOES NOT AND WILL NOT PERFORM LOAN MODIFICATIONS; THEREFORE IT DOES NOT AND WILL NOT:
184.108.40.206 STOP OR POSTPONE THE FORECLOSURE SALE OR STOP OR POSTPONE THE LOSS OF THE HOME DUE, TO NONPAYMENT OF TAXES;
220.127.116.11 OBTAIN ANY FORBEARANCE FROM ANY BENEFICIARY OR MORTGAGEE, OR RELIEF WITH RESPECT TO A TAX SALE OF THE PROPERTY;
18.104.22.168 ASSIST THE OWNER TO EXERCISE ANY RIGHT OF REINSTATEMENT OR RIGHT OF REDEMPTION;
22.214.171.124 OBTAIN ANY EXTENSION OF THE PERIOD WITHIN WHICH THE OWNER MAY REINSTATE THE OWNER’S RIGHT WITH RESPECT TO THE PROPERTY;
126.96.36.199 OBTAIN ANY WAIVER OF AN ACCELERATION CLAUSE CONTAINED IN ANY PROMISSORY NOTE OR CONTRACT SECURED BY A MORTGAGE ON A DISTRESSED PROPERTY OR CONTAINED IN THE MORTGAGE;
188.8.131.52 ASSIST THE OWNER IN FORECLOSURE, LOAN DEFAULT, OR POST-TAX SALE REDEMPTION PERIOD TO OBTAIN A LOAN OR ADVANCE OF FUNDS;
184.108.40.206 AVOID OR AMELIORATE THE IMPAIRMENT OF THE OWNER’S CREDIT RESULTING FROM THE RECORDING OF A NOTICE OF DEFAULT OR THE CONDUCT OF A FORECLOSURE SALE OR TAX SALE; OR
220.127.116.11 SAVE THE OWNER’S RESIDENCE FROM FORECLOSURE OR SAVE THE OWNER FROM LOSS OF HOME DUE TO NONPAYMENT OF TAXES.
1.3 CIVIL LITIGATION SERVICES: The term “Civil Litigation Services” refers to legal services provided in relation to: i) the representation in civil lawsuits; ii) advising on the filing and defense of civil claims; iii) navigating pre-trial procedures, including discovery and settlement negotiations; iv) handling post-trial procedures, such as enforcement of judgments or appeals, as appropriate. Client understands that the term “Civil Litigation Services” as used in this Agreement includes all of the activities outlined in the immediately preceding sentence. Trials are strictly excluded from coverage unless otherwise approved by Vantage and agreed to by the Assigned Attorney. The acceptance of Civil Litigation matters will be evaluated and processed on a case-by-case basis, with the scope of the engagement being determined by the Assigned Attorney managing the matter for the Client.
1.4 PROBATE SERVICES: The term “probate” (“Probate Services”) means legal services rendered in order to: i) open an estate (testate, intestate or guardianship); ii) admit a decedent’s will to probate; iii) seek appointment of an administrator for an intestate estate; or iv) analyze or enforce the terms of a living trust (revocable or irrevocable), transfer-on-death direction, land trust or any other method through which title ownership of real property is sought to be changed upon death. Client understands that the term “Probate” as used in this Agreement extends to all of the strategies identified in the immediately preceding sentence.
The term for Probate Services shall automatically terminate at the conclusion of Client’s probate matter, Subscriber’s probate matter is dismissed for any reason, Vantage, at its sole discretion, provides written notice of cancellation of this Agreement, or Subscriber requests to cancel this Agreement, subject to 30 days written notice provided to Vantage.
1.8 DUI CRIMINAL SERVICES: The term “DUI Criminal Services” refers to legal services rendered in relation to: i) defending charges of driving under the influence of alcohol or other controlled substances; ii) litigating issues related to blood-alcohol content, field sobriety tests, breathalyzer tests, or other substance impairment assessments; iii) addressing any related criminal charges or traffic infractions; iv) representing the client in administrative hearings regarding the suspension or revocation of their driving privileges; or v) advising on and assisting with the process of reinstating a suspended or revoked driver’s license. The client understands that the term “DUI Criminal Services” as used in this Agreement encompasses all the activities specified in the immediately preceding sentence.
1.9 OTHER LEGAL SERVICES: The term “Other Legal Services” pertains to any legal services provided that are not explicitly specified within this Agreement, including but not limited to Assignments to Assigned Attorney for advice, representation, and assistance with matters involving various areas of law and proceedings. The Client understands that the term “Other Legal Services” as used in this Agreement encapsulates all activities not expressly outlined in this Agreement or Subscriber SLA, if applicable. The provision of any Other Legal Services will be subject to the Terms and Conditions set forth in this Agreement, with further details of the scope and nature of such services to be discussed and agreed upon on a case-by-case basis.
TERMS AND CONDITIONS
1.1 RETENTION: Vantage agrees to provide access to an attorney licensed in the state where legal jurisdiction, if applicable, is known as approved by Vantage regarding Client’s matter (referred to as the “Assigned Attorney”). The services provided by the Assigned Attorney shall be limited to services designated in Clients online order form as outlined in this Agreement or Subscriber SLA, if applicable. Unless otherwise provided in an Addendum, by another subscription agreement and/or online order form, and approved by Vantage, Assigned Attorney shall not be engaged or otherwise obligated to render any legal services or consultation on any matter outside of the scope of Clients Matter. The Assigned Attorney retains the exclusive right, at their sole discretion, to reject any Client Matter assigned to them. Client acknowledges and agrees that Vantage will depend on the professional judgment of its assigned attorneys to reject any Client Matter as deemed appropriate in its sole discretion.
1.2 MANAGEMENT: Vantage does not, and cannot, take responsibility for the engagement of Assigned Attorney. The attorney-client relationship with any attorney is solely between Client and the attorney engaged. Vantage is not being represented by Assigned Attorney in the Case. Vantage does not interfere with the attorney’s independence of professional judgment.
1.3 RESULTS: CLIENT UNDERSTANDS AND AGREES THAT VANTAGE AND ASSIGNED ATTORNEY HAVE NOT PROMISED OR GUARANTEED, IN ANY WAY, ANY RESULTS TO CLIENT FOR ANY SERVICES IN THIS AGREEMENT. Results for other Vantage Clients are not indicative of results for Client. Client understands and agrees that any statement, information, results, processes, promises and/or arrangements made by any party other than Vantage, shall not be deemed as a statement, practice and/or promise by Vantage and Vantage expressly nullifies any such information, promise and/or arrangement. Any discussions or communications with Vantage, including but not limited to its Agents and/or Employees, shall not be interpreted or relied upon as providing legal advice. Clients retain the right, and are indeed encouraged, to seek independent legal counsel for a professional evaluation or legal opinion on any matter at their own discretion.
1.4. LITIGATION CONSULTING SERVICES. Vantage shall provide Litigation Consulting Services to Assigned Attorney and Client’s Case pursuant to Illinois Supreme Court Rule 201(b)(3) and this Agreement.
1.5 COMMUNICATIONS: To the extent allowed by law, Client hereby authorizes Vantage to have access to all documents and data for Client and Case, and Vantage shall maintain document and data as confidential, and only for the use of Vantage and Client. Client hereby understands that certain communications with Clients Assigned Attorney may be privileged and certain communications to Vantage by Client may constitute a waiver of said privileges. Vantage shall, by its commercially reasonable efforts, maintain all communications, privileged or otherwise, as confidential and shall take any steps necessary to protect Clients privileges, including but not limited to, deferring any and all communications it may deem privileged to Assigned Attorney. All such communications regarding the Case must take place directly between the Client and the Assigned Attorney. Vantage cannot and shall not be held liable for these communications. Any request by the Client for Vantage to be involved in communications regarding the substance of their Case shall be considered a waiver of Client’s attorney-client privilege in which case no obligation shall be imposed on Vantage to participate in, or be held liable for, any such communications. The Client understands and agrees that Vantage has no obligation to provide updates regardless of clients waiver of privilege.
1.6 CLIENT INFORMATION: Client agrees to allow Vantage to obtain information relevant to Case from Assigned Attorney and/or any third party, to the extent necessary for Vantage to fulfill its duties and to the extent allowed by law. Client shall execute any necessary documents to allow access and negotiation regarding this information. Client shall be truthful in all discussions with Vantage and its Assigned Attorney and provide all information or documentation enabling Assigned Attorney to provide competent legal representation. If Client withholds information or fails to respond to information requests, Vantage may terminate Agreement, and Assigned Attorney may withdraw its representation to Client. Upon Client’s default of any part of Agreement, Vantage has the right to immediately terminate Agreement and stop all payments of any kind and all of its services without notice to Client.
2. TERM: The initial term shall be for twelve (12) months (“Term”), subject to this and shall commence on the date of first payment received by Vantage and shall automatically renew at the end of each Term for a six (6) month term, unless Client tenders written notice of termination to Vantage at least thirty (30) days prior to the expiration of the then current Term, Clients Case is dismissed, otherwise reaches conclusion, or other cancellation/termination event indicated elsewhere in this Agreement. This Agreement shall remain in effect if VANTAGE or Assigned Attorney is owed money or Client is obligated by another provision of this Agreement. Client’s retention of Vantage shall not commence nor be effective until Vantage has confirmation of payment.
3. DEFAULT: If Client is in default of Agreement, Vantage has no responsibilities under Agreement. Client holds Vantage harmless for any claims if Client is in default of Agreement. Client understands and agrees if Client does not pay the Monthly Service Fee as agreed, or is in default of any responsibilities in this Agreement, Vantage may immediately stop any and all services and/or payments to Assigned Attorney and/or other third party(s), and Assigned Attorney may withdraw as counsel for Client. Any services, costs, fees and/or expenses incurred for Client’s Case are the responsibility of Client pursuant to Agreement.
4.1 COSTS: Clients are responsible for all third-party expenses deemed necessary by their Assigned Attorney(s) for achieving their objectives, including filings fees, appearance fees, court reporter fees, case related costs, experts, and other fees, and VANTAGE has no obligation to advance or prepay any such costs, fees, and/or expenses on behalf of the Client. Payment of any of these fees by VANTAGE shall not be construed as a waiver of Clients obligations to paid said costs. Client authorizes Vantage to charge said costs using any payment method provided to Vantage by Client during or subsequent to Client’s subscription to a Vantage Group Legal Service Plan.
4.2 COLLECTION: Client agrees to pay any and all reasonable attorney’s fees, court costs and any other fees incurred by Vantage in any collection proceedings for the non-payment of the Monthly Service Fee and/or Costs. In all instances, failure to submit payment or meet the subscription or membership fees as required by Vantage may lead an Assigned Attorney to petition for the full recovery of their attorney fees, less any amount pre-negotiated under private agreement between Vantage and Assigned Attorney.
4.3 CHARGEBACK POLICY: The Client agrees that if Client disputes any Monthly Service Fee, or otherwise initiate a dispute on any payment submitted to Vantage, Vantage shall be authorized to use the Client’s case-related information to respond to the Client’s alleged dispute reason code. Such an event shall be deemed a default of this Agreement, release the Assigned Attorney from any agreement with Vantage, and authorize the Assigned Attorney to petition for their full attorney fees at their reasonable hourly rate, in addition to any other fees due to Vantage.
4.4 INTEREST ON OVERDUE BALANCES. All amounts owed to Vantage that are not paid timely shall accrue interest at the rate of 9% per annum (00.75% monthly) after the due date until paid in full.
4.5 PAYMENT AUTHORIZATION:
4.5.1 EXIGENT LEGAL SERVICES: Client agrees to allow Vantage and Client hereby authorizes Vantage to automatically withdraw the Monthly Service Fee from a bank account, accounts, and/or charge upon a credit or debit card, provided by Client at any time, unless paid by Client in full and cleared funds, prior to the due date. Vantage shall debit the Monthly Service Fee on or around the Commencement Date stated above and the Monthly Recurring Fee stated above every 30 or 31 days on Clients payment cycle thereafter for the duration of the Agreement. Client agrees that Vantage is not responsible for any late-fees, overdraft fees, or other charges upon Client’s account for the withdrawal of funds or the charging of a credit or debit card for the Monthly Service Fee. Client shall immediately reimburse Vantage, for any charges incurred by Vantage for collections, including but not limited to: non-sufficient funds, charge-backs, declines, account closed, collection efforts, legal fees and related costs, fees and/or expenses, as it is related to any monies owed to Vantage. Client hereby acknowledges and authorizes Vantage to use any means available to collect any unpaid balances owed by Client.
4.5.2 PASSIVE LEGAL BENEFITS PLAN: Client hereby authorizes Vantage to act as an intermediary billing agent on behalf of the Client and Assigned Attorney for all claims submitted that are subject to the Subscriber SLA. The Company is granted authority to facilitate, process, and manage all billing-related transactions and limited communications between the Client and the Network Attorney, in accordance with the terms set forth in this Agreement.
4.6 BILLING COMMUNICATIONS: All communications between the Client, Company, and Assigned Attorney related to billing matters shall be strictly limited to issues concerning the billing process, invoicing, payment, and other directly associated matters. These communications shall not extend to the provision, interpretation, or application of legal advice or consultation.
4.7 WAIVER OF ATTORNEY-CLIENT PRIVILEGE FOR BILLING MATTERS: The Client expressly waives the application of attorney-client privilege as it pertains to any and all communications with the Company regarding billing matters, including delinquencies, under this Agreement. The Client understands and acknowledges that such billing-related communications will not be protected by attorney-client privilege, and that the Company may need to disclose such communications for the purpose of fulfilling its duties under this Agreement.
5. RESTRICTIVE COVENANTS.
5.1 EMPLOYEES: Client shall not, during the term of this Agreement and for two (2) years after termination of this Agreement for any reason, directly or indirectly: (i) encourage any employee of Vantage or its successors in interest to leave their employment with Vantage or its successors in interest; or (ii) employ, hire, solicit or cause to be employed or hired or solicited (other than by Vantage or its successors in interest), or establish a business with, or encourage others to hire, any person who was employed by Vantage or its successors in interest at any time during the term of this Agreement or the Assigned Attorney.
5.2 NO INTERFERENCE COVENANT: Client agrees that at all times he or she will not distract, damage, impair and/or reduce Vantage’s business in any manner. Client shall not act in opposition of Vantage’s business. Client agrees to be loyal to Vantage. Client hereby agrees not to circumvent any payments to Vantage.
5.3 NON-DISPARAGEMENT: Client agrees now, and after this Agreement terminates with Vantage, not to disparage or defame Vantage and/or Vantage’s: managers, members, officers, clients, customers, vendors, and/or affiliates, in any respect or to make any derogatory comments, whether written or oral, regarding Vantage or its current or former officers, directors, employees, attorneys, agents, or contracting parties, and its business, affairs, and/or operations.
5.4 ILLEGAL ACTIVITIES: Client will not request Vantage or Assigned Attorney to engage in any illegal, unethical, or fraudulent conduct. If Vantage or Assigned Attorney determines Client has acted or failed to act in a manner which results in illegal, unethical, or fraudulent conduct, Vantage may terminate this Agreement without notice.
5.5 DISCLOSURE: Client agrees that it will not disclose this Agreement to any party without the other party’s consent.
6. SURVIVAL OF UNDERTAKINGS AND INJUNCTIVE RELIEF.
6.1 SURVIVAL: The provisions of Section 5 shall survive the termination of the term of this Agreement irrespective of the reasons therefore.
6.2 ACKNOWLEDGMENT: Client acknowledges and agrees that the restrictions imposed upon Client by Section 5 and the purpose for such restrictions are reasonable and are designed to protect the trade secrets, confidential and proprietary business information and the continued success of Vantage without unduly restricting Client’s future practice of his/her profession. Furthermore, Client acknowledges that in view of the trade secrets which he/she has or will acquire or has or will have access to and the necessity of the restrictions contained in Section 5, any violation of any provision of Section 5 hereof would cause irreparable injury to Vantage and its successors in interest with respect to the resulting disruption in their operations. By reason of the foregoing, Client consents and agrees that if he/she violates any of the provisions of Section 5, Vantage and its successors in interest as the case may be, shall be entitled, in addition to any other remedies that they may have, including money damages, to an injunction to be issued by a court of competent jurisdiction, restraining Client from committing or continuing any violation of such sections of this Agreement. In the event of any such breach of the provisions of Section 5, Client further agrees that the time periods set forth in such sections shall be extended by the period of such breach.
7.1 RELEASE AND INDEMNIFICATION: Client shall at point of first notice, indemnify, defend and hold harmless Vantage, its subsidiaries, divisions, affiliates, directors, Clients, shareholders, employees, agents, representatives, successors and assigns, from any loss, cost, claim or action (including attorneys’ fees and costs) brought against Vantage by any Client and/or third party, where said loss, cost, claim, allegation or demand arises from any negligent act or omission or intentional misconduct of Client related to the services provided to Vantage under this Agreement.
7.2 DAMAGES: Vantage shall not be liable to Client for any special, incidental, punitive, indirect and/or consequential damages arising out of or in connection with any cause of action arising in regard to the Project and/or this Agreement.
8. COMMUNICATION. Only Client, and/or Assigned Attorney, may contact Vantage. Vantage will not communicate to any other third party on behalf of Client, as Vantage shall communicate only with Client and Assigned Attorney to protect the privacy of Client, unless otherwise agreed to or Vantage is acting on behalf of Client under the instructions of Client and Assigned Attorney within the law. Client shall notify Vantage and the Assigned Attorney in writing of any change of Client’s contact information.
9. MEDIATION. Except as to any action initiated by Vantage for the collection of any fees and/or costs due hereunder: Client and Vantage (hereinafter “Parties”, each individually hereinafter, “party”) agree that, before resorting to any formal dispute resolution process (including any legal proceeding) concerning any dispute, claim, or controversy arising out of or in any way relating to this Agreement, they will use their best endeavors to settle such dispute, claim or controversy by negotiating with each other in good faith. To this end the Parties with full authority to settle the dispute shall negotiate and consult with each other in an effort to find a just and equitable resolution that serves their respective and mutual interests, including their continuing professional relationship.
(a) The complaining party must give the other party written notice of any dispute, claim, or controversy (the “Notice”). Unless otherwise agreed in writing, the responding party shall have 15 business days after receipt of the Notice to submit a written response to the complaining party. Written documents, exchanged between the parties, should include, but not be limited to, the following: 1) Statement of position; 2) Summary of arguments, facts and any documents (photos, written correspondence, etc.) that support each party’s position, (summary not to exceed 20 pages); 3) Names and titles of the party principals who will represent each party in negotiations; and 4) Names and titles of all others participating in the negotiation.
(b) Unless otherwise agreed in writing, the party representatives shall meet at a mutually acceptable location within 30 business days after receipt of the Notice. The parties shall have 48 hours to complete the negotiation. Party representatives agree to document any and all resolutions or partial resolutions to the dispute in writing and sign and date the document.
(c) If the parties are unable to completely resolve the dispute through negotiation, or if the responding party fails to respond to the complaining party’s Notice within 15 business days, the parties agree to mediate their disputes at ADR Systems.
(d) The mediation will be administered by ADR Systems and the ADR Systems Commercial Fee Schedule in effect at the time of filing the request for mediation. Either party may file a written request for mediation with ADR Systems no sooner than 48 hours after the close of negotiations and no more than 30 days after the close of negotiations. The parties’ covenant that they shall participate in the mediation in good faith and that they will share equally in the costs. The parties will cooperate with ADR Systems and each other in the selection of the mediator and the scheduling of the mediation within 14 days from the date of submitting the dispute to mediation. The date of the mediation session must be within 60 days from the date of initiation of the mediation.
(e) If at the conclusion of the mediation, or, if no mediation is conducted, 45 days after the date of the request for mediation, the parties have not completely resolved the dispute, the parties agree to proceed to binding arbitration administered by ADR Systems. The arbitration hearing will be conducted in accordance with the ADR Systems Rules of Commercial Arbitration and the ADR Systems Commercial Fee Schedule in effect at the time of filing the demand for arbitration. Either party may commence the arbitration by filing a written demand for arbitration with ADR Systems along with the requisite filing fee. The parties’ covenant that they shall participate in the arbitration in good faith and that they will share equally in the costs. The arbitration will take place in [desired location], before [one or three] arbitrators selected from ADR Systems Commercial Panel. The award rendered by the arbitrator(s) is final and binding, and may be entered into any court or tribunal having jurisdiction thereof. Any court of competent jurisdiction may enforce the provisions of this paragraph. The party seeking enforcement is entitled to an award of all costs, fees and expenses, including attorney’s fees, to be paid by the party against whom enforcement is ordered. ADR Systems may be contacted at (800) 423-7010; Attention: Commercial Case Manager to assist with any questions regarding the arbitration process.
10. ENFORCEMENT. The failure of VANTAGE at any time, to require performance under the provision of this Agreement shall not affect the right to enforce the same. No waiver by VANTAGE of any condition or breach of any term, covenant, representation or warranty of Agreement whether by conduct or otherwise in any one or more instances, shall be deemed to be or construed as a further continuing waiver of any such condition or breach.
11. GOVERNING LAW. This Agreement shall be construed pursuant to the laws of the State of Illinois. The state and federal courts located in the city of Chicago, Illinois, is the chosen forum for any disputes which the parties cannot resolve among themselves. All parties consent and agree that Illinois courts shall have personal jurisdiction over them in respect to all disputes based hereon, or arising out of, under or in connection with this Agreement and all parties agree to comply with all requirements necessary to grant jurisdiction in the courts of the State of Illinois located in Cook County.
12. ATTORNEY FEE’S: Any of Vantage’s legal fees, including, but not limited to attorneys’ fees, court and/or related costs and expenses resulting from the Vantage’s enforcement of this Agreement shall be paid and/or reimbursed by Client.
13. RULE OF CONSTRUCTION. The parties agree that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits thereto.
14. NOTICES. Except as otherwise expressly provided for herein, all notices from Vantage shall be in writing and shall be either hand delivered, emailed and/or by mail courier (FedEx, DHL, UPS and/or US Postal Service). All notices from Client shall be in writing and shall be mailed by courier: FedEx, DHL, UPS and/or US Postal Service. Any notice from Client to Vantage must have delivery notification proof.
15. ASSIGNMENT. Vantage may assign its rights, interest and/or obligations under this Agreement without Client’s prior consent to any entity which may be a successor to Vantage in any form or conduct.
Neither this Agreement nor any right or interest hereunder shall be assignable by Client.
17. SUCCESSION. This Agreement contains the final and entire understanding of the parties hereto with respect to the subject matter hereof and no amendment, modification or alteration of the terms hereof shall be binding unless the same shall be executed in writing, dated subsequent to the date hereof and duly executed by each party hereto. Vantage shall be able to amend this Agreement with fifteen (15) day written notice to Client.
18. SEVERABILITY. If any provision or term of this Agreement is found to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
19. HEADINGS. Titles to Sections are for informational purposes only.
20. COUNTERPARTS. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.