Boutique Marketing Studio- Contract
This Contract is between (the "Client") and Boutique Marketing Studio, a Michigan limited liability company (Content Marketing & Designer").
The Contract is dated [the date both parties agree upon].
1. Agreement Definitions
1.1 Business Day. A day other than a Saturday, Sunday or public holiday in West Branch Michigan, United States
1.2 Commencement Date. The Designer will begin work on the date of payment
1.3 Schedule. Work will be completed by Sunday of each week or by the deadline both parties agreed upon.
1.4 Kill Fee. A Cancellation fee of no more than 30% of the monthly fee for this project fee, which may be applied at the Service Provider’s discretion.
1.5 Project Details.
1.6 Research Phase. This is the early time of the contract where I learn about your target audience and your business specifics.
1.7 Revisions . Amendments and changes to the final Project requested by the Client within 24 hours before your content is to be sent out and/or posted.
- AGREEMENT PERIOD .This agreement shall commence once this agreement has been signed by both parties and will continue until client cancels. Once the 3 month minimum contract period has passed, this agreement and all terms and conditions herein will continue to apply on a month to month basis, unless terminated earlier in accordance with the cancellation policy below, until the date the Project is completed.
3.1 This Contract is effective on the date the Client and Service Provider agreed upon as listed in Clause 1.
3.2 The Service Provider reserves the right to cancel this agreement without refunding any payments if the client fails to complete the requirements of Clause 3.0.
3.3 You may cancel this agreement by giving me 7 days written notice. No refunds will be given for partial month support. You may be required to pay a kill fee if we have already begun work on your content.
3.4 If the client needs to "pause" marketing. The Service Provider allows a one month grace period. If the client does not resume the project within one month your services will be canceled and contract voided. No refunds will be issued and the client will be required to pay the kill fee.
4. SERVICE FEES AND PAYMENTS Client agrees to pay Service provider for services described in clause 5 below. Any additional services beyond the scope of the Project shall be charged separately.
4.1 A non-refundable 60% deposit is required to hold the client’s place in the service provider’s queue.
4.2 All payments shall be made via QuickBooks.
4.3 In the unlikely event that you fail to make payment on time, late payment interest on the overdue amount shall be charged at a rate of 10% per month on the outstanding amount.
5. SCOPE OF SERVICES
5.1 Summary of Services
5.2 Service Details
5.3 Your signature on this contract acts as your confirmation that you are happy with the scope of the services and would like the service provider to begin work.
6.0 CLIENT OBLIGATIONS
6.1 The client agrees to comply with the following deadlines.
- Email Marketing- All content needs to be in 24 hours before your scheduled email is to go out. With the exception of holidays. During Holidays, an email will be sent out with a deadline date.
- Social Media Marketing- All content needs to be in a week early per your weekly email recap. With the exception of holidays. During Holidays, an email will be sent out with a deadline date.
6.2 In addition to the information set out at clause 6.1, you agree to provide any additional materials and information that I request in a timely manner.
6.3 In the event that communications, materials, deliverables or other necessary items are not provided to me within the time stated above in section 6.1, the work for your project will be placed on hold. You and I will agree upon a restart date for the project or engagement. A project restart fee of $150 will be charged if the Pause Clause is enabled and the fee must be paid in full prior to the project’s restart.
7.0 INDEPENDENT CONTRACTOR STATUS
The Client is hiring the Designer as an independent contractor. The following statements accurately reflect their relationship in accordance with Independent Contractor Law
- The service provider will use its own equipment, tools, and material to do the work.
- The Client will not control how the job is performed on a day-to-day basis.
- The service provider is responsible for determining when, where, and how it will carry out the work.
- The Client and the service provider do not have a partnership or employer-employee relationship.
- The service provider cannot enter into contracts, make promises, or act on behalf of the client.
- The client will not have personal contact with Service Providers, Influencers, Employees or Contractors without the permission of the Designer.
8.1 The service provider certifies that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.
8.2 The Client agrees to let the Designer use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Designer’s job. Beyond that, the Client is not giving the Designer any intellectual property rights, unless specifically stated otherwise in this Contract.
8.3 During the course of this project, the Designer might use intellectual property that the Designer owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Designer cannot sell or license the background IP separately from its products or services.
9.0 Ownership & Licenses
11.1 Designer Owns All Work Products. As part of this job, the Designer is creating a “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Designer works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Designer hereby owns all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Designer will be the sole owner of it. Any reproduction is considered copyright infringement and can be prosecuted to the fullest extent of the law. The Designer does not own the rights to any photography supplied by Client.
11.2 Designer’s Use Of Work Product. The Designer has the right to obtain copies for portfolio and/or website purposes only.
11.3 Credit For The Work Product. The Client is under no obligation to give credit to the Designer each time it publishes the work product.
10.0 COMPETITIVE ENGAGEMENTS.
10.1 CONFIDENTIALITY The Designer understands by working with Boutiques and the competitive edge. Any and all communication is here by Confidential. The one exception to this restriction is if the Designer uses employees or subcontractors, the Designer must make sure they follow the obligations in this paragraph, as well
The Designer won’t: (a) encourage Client employees or service providers or influencers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended.The Designer promises that it won’t do anything in this paragraph on behalf of itself or a third party.
11.0 CONFIDENTIAL INFORMATION.
11.1 Overview. This Contract imposes special restrictions on how the Client and the Designer must handle confidential information. These obligations are explained in this section.
11.2 The Client’s Confidential Information. While working for the Client, the Designer may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Designer promises to treat this information as if it is the Designer’s own confidential information. The Designer may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Designer use a customer list to send out a newsletter, the Designer cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Designer written permission to use the information for another purpose, the Designer may use the information for that purpose, as well. When this Contract ends, the Designer must give back or destroy all confidential information, and confirm that it has done so. The Designer promises that it will not share confidential information with a third party, unless the Client gives the Designer written permission first. The Designer must continue to follow these obligations, even after the Contract ends. The Designer’s responsibilities only stop if the Designer can show any of the following: (i) that the information was already public when the Designer came across it; (ii) the information became public after the Designer came across it, but not because of anything the Designer did or didn’t do; (iii) the Designer already knew the information when the Designer came across it and the Designer didn’t have any obligation to keep it secret; (iv) a third party provided the Designer with the information without requiring that the Designer keep it a secret; or (v) the Designer created the information on its own, without using anything belonging to the Client.
12.1 Assignment. This Contract applies only to the Client and the Designer. The Designer cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Designer’s permission. This is necessary only in the case, the Client sells his/her business.
12.2 Modification; Waiver. To change anything in this Contract and/or the work that is/has been agreed upon , the Client and the Designer must agree to that change either verbally and/or in writing . Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
12.3 Signatures. The Client and the Designer are under verbal contracts and/or other forms of contact such as, email, text messages and/or social media communication. The use of these communications will act as a signature.
13.0 INDEMNITY & ARBITRATION
13.1 Designer Indemnity. In this Contract, the Client agrees to indemnify the Designer (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
14.0 CONFLICT RESOLUTION: Should we ever have a conflict, it is hoped that we could work it out amiably. If we are not able to seek resolution through good-faith negotiation within 30 days, we agree now that the only method of legal dispute resolution that will be used is binding arbitration before a single arbitrator, jointly selected by both of us, unless we both agree otherwise in writing or otherwise provided by law. You understand and agree now that the only monetary damages that can be awarded to you through arbitration is the full refund of your Payment made to date. No other financial awards of consequential damages, or any other type of damages, may be granted to you. We both agree now that the decision of the arbitrator is final and binding and may be entered as a judgment into any court having the appropriate jurisdiction. You also agree that should arbitration take place, it will be held in Ogemaw County in the State of Michigan where my principal place of business is located (as indicated in Clause 1), and the prevailing party shall be entitled to all reasonable attorneys’ fees and all costs necessary to enforce the decision of the arbitrator.
14.0 Mutual Non-Disparagement
Should you have any questions or concerns about my company or me, you agree now to contact me directly in a mature and professional way rather than to publicly make any negative or critical comments about my business or me through social media or otherwise. We both agree now not to communicate with any other individual, company or entity in a way that is harmful or disparaging to the other, whether actual or perceptual, or to do or say anything that is injurious to each other’s reputation, including about me, my business, my employees, contractors or agents, other participants. In arbitration or when required by law we are not prohibited from publicly sharing our thoughts and opinions.
By signing this agreement and/or by hiring the Boutique Marketing Studio, you agree to the terms of this contract and acknowledge that you have read, understand, agree to and accept all of the terms in this Agreement. Electronic signatures of this Agreement are permitted and enforceable. You agree that you have had the opportunity to ask me any questions prior to signing, and your signature indicates that you are in agreement with all of the terms of this Agreement.