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Terms & Conditions

1. Representations and Warranties

The resulting estimate of value should not be used for any other purpose or by any other party for any purpose than described in this proposal. Please be aware that an engagement for a different purpose or under a different standard of value or for a different valuation date could result in a materially different estimate of value. Pecan Tree Oil & Gas, LLC, ("The Firm") has no financial interest or contemplated financial interest in the property that is the subject of this engagement and has no personal interest or bias with respect to the parties involved. The Firm’s compensation is not contingent on an action or event resulting from the analyses or conclusions in, or the use of, this engagement. The resulting estimate of value should not be considered a guarantee as to the actual amount that would be received upon sale nor the amount that may be accepted or found by a court or other fact finder.

2. Client-provided information

Client agrees to provide, upon request, all information and documentation reasonably deemed necessary or desirable by the Firm in connection with the engagement in order to complete the engagement objectives as Client may outline to the Firm. Unless otherwise specified, Client agrees that the Firm may rely upon such information and documentation provided by the Client or third parties without independent investigation or verification.

3. Confidentiality

From time to time during the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party, including, but not limited to, notes, reports, drawings, diagrams, test data, work papers, technical data or other information provided during the scope of this Agreement, ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement without the express written consent of Disclosing Party; and (z) not disclose any such Confidential Information to any person or entity without the express written consent of Disclosing Party prior to disclosure, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Firm may disclose the Confidential Information to subcontractors of the Firm who need to know such Confidential Information in order to allow the Firm to perform its obligations under this Agreement, provided that in each case such subcontractors are made aware of the Firm’s confidentiality and nonuse obligations under this Agreement. By signing this Agreement, and notwithstanding the clauses pertaining to confidentiality in this Section, Client acknowledges and agrees that all or part of their data, including their Confidential Information or information as part of their Deliverables, may be aggregated, de-identified, and made anonymous for use by the Firm with other clients and/or in other services unrelated to that of the Client (collectively, “Aggregated Data”). Aggregated Data is the sole property of the Firm, and the Firm may maintain, use, or dispose of such Aggregated Data in the Firm’s sole discretion so long as the Client’s anonymity is maintained. Client holds the Firm harmless from any authorized use of the Aggregated Data by the Firm.

4. Payment

Initial payment (if applicable) is due prior to the start of the project and is non-refundable unless otherwise specified. Final payment is due upon receipt of invoice after delivery of report and will be subject to a 10% late fee every 30 days past the due date. The Firm can be very flexible with payment rate and structure, but this needs to be determined prior to the start of the project.

5. Termination

Either Client or the Firm may terminate this engagement at any time upon written notice. If for any reason the engagement is terminated prior to its completion and the Firm is requested to terminate work, then fees shall not be less than total time and costs incurred.

6. Mediation/Arbitration Provisions

Client and the Firm agree that any dispute or controversy arising under or in connection with this Agreement shall be settled first by attendance at a mandatory mediation process and, if not resolved by mediation, then by arbitration. If the Parties are unable to agree on a mediator, either Party may petition a Travis County state district court judge for assistance in selecting a mediator.

7. Choice of Law

This agreement shall be governed by and construed in accordance with the laws of the state of Texas, without regard to principles of conflicts of law.

8. Jurisdiction and Venue

The Parties hereby submit to the jurisdiction of all courts of Travis County, Texas, and hereby agree that any such court shall be a proper forum for the determination of any dispute arising hereunder

9. Limitation of Liability

  • IN NO EVENT SHALL PECAN TREE BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT PECAN TREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  • IN NO EVENT SHALL PECAN TREE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO PECAN TREE PURSUANT TO THIS AGREEMENT.