Definition of parties
In performing their respective obligations under this “Contract” the parties agree that their relationship is that of independent contractors and not that of partners, joint venturers, agents, employees or part-time employees of the other party.
The terms of this contract will be valid from October 1, 2021, to December 23, 2021.
The Strategist (the “Strategist”) is hereby defined as: Sydney Berry Ling, conducting business from 5436 Briercliff Rd, Knoxville, TN 37918, or alternative location due to the remote nature of the work.
The Client (the “Client”) is hereby defined as: The Representative entered in the form at the bottom of this Contract.
Contract Description
Upon signing this agreement, the Client has hired the Strategist to proceed with Brand Design services and agrees to the terms and conditions as set forth in this Contract.
During this period, the Strategist agrees to reserve 12 hours per month (roughly 3 hours per week) for weekly phone/video calls and the execution of goals, to be outlined and agreed upon during the first session. See below in the 'Description of Branding Services' a list of potential services. Deliverables and priority will be at the discretion of the Strategist with Client approval.
As part of this Contract, a weekly standing call will be arranged. The Strategist will call the Client at the scheduled time with the expectation that he or she will be available and prepared for the call. If the Client is not available at the time of the arranged call, the call for that week will be forfeited and the time utilized toward established goals.
Payment for these services will be made monthly in advance to the Strategist by the Client at the rate of $1000.00 USD per month. An invoice will be emailed to the Client on the 25th of each prior month, and payment due by the 1st of the active month of work. In the event that the Client does not pay the balance within 7 calendar days from the invoice date, the Strategist will hold on any scheduled coaching sessions or services until the invoice is paid. Any lost work time due to delay in the paying of an invoice will not be refunded to the Client.
Description of Branding Services
Branding services may include, but are not limited to:
+ Review and Refine Vision, Mission and Values
+ Update Brand Identity (Logo, Colors and Typography)
+ Perform Web Audit and Update relevant visuals (Web site/Social Media accounts)
+ Develop 2021 Marketing Strategy
+ Design new print collateral (business cards, brochures, etc)
+ Curate a collection of digital content
+ Brainstorming and creative feedback on general business project
+ Brand coaching sessions
+ Update Brand Identity (Logo, Colors and Typography)
+ Perform Web Audit and Update relevant visuals (Web site/Social Media accounts)
+ Develop 2021 Marketing Strategy
+ Design new print collateral (business cards, brochures, etc)
+ Curate a collection of digital content
+ Brainstorming and creative feedback on general business project
+ Brand coaching sessions
All costs not explicitly covered in this Contract will incur additional charges, including but not limited to: website coding or development, email coding or development, animation, complex custom illustration, purchase of printing, purchase of fonts or photography, or purchase of domains or hosting plans, as discussed with and agreed upon by Client in advance.
Ownership and Usage
The Strategist assigns all rights to the approved work to the Client upon full payment for the invoiced work. The Client grants the Strategist the right to copy, display, modify, and distribute the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes and the marketing of the Strategist’s business.
The Client attests that all content provided by the Client to the Strategist is content that the Client has secured all necessary intellectual property rights to use and for the Strategist to use as outlined above. The Client agrees to indemnify the Strategist against all intellectual property claims brought against the Strategist for their use of the Client’s work in their portfolio and will be responsible for Strategist’s reasonable attorney’s fees and damages assessed against Strategist relating thereto.
In developing or refining any brandmarks, the Strategist will take care to keep the brandmarks distinctive. The Strategist’s efforts shall not include a complete trademark clearance search, and should not be relied upon by the Client to verify originality or protectability of the marks. It is Client’s responsibility to retain the services of a trademark search firm or intellectual property attorney for trademark clearance searches and opinions on protectability.
Confidential Information
In consideration for access to “Confidential Information” exchanged between parties, the Strategist and the Client agree to; (a) keep all information provided relating to business and/or marketing plans, discussions, research, graphic design and marketing related programs and processes under development in strict confidence; (b) disclose this information solely to individuals who have a signed non-disclosure agreement to receive this information; and (c) label Confidential materials, whether transmitted orally, electronically or on paper, with the word “Confidential” or some similar warning. Upon the request, each party shall return all written or other descriptive materials containing Confidential Information to the requesting party. Each party may retain one archival copy of the Confidential Information, solely for the purpose of determining its obligations under this Contract.
Confidential Information shall not be deemed proprietary and the recipient shall have no obligation with respect to such information where the information: (a) was known to recipient prior to receiving any of the Confidential Information from Discloser; (b) has become publicly known through no wrongful act of recipient; (c) was received by recipient without breach of this Contract from a third party without restriction as to the use and disclosure of the information; (d) was independently developed by recipient without use of the Confidential Information; or (e) was ordered to be publicly released by the requirement of a government agency.
Modification of Agreement
The parties may modify this Contract by mutual agreement on 30 days’ written notice. “Written notice” includes, but is not limited to, email so long as the parties explicitly state that they are modifying this Contract.
Termination of Agreement
In the event the Client must terminate this Agreement prior to December 1, 2021, 50% of any and all remaining fees expected will be invoiced upon termination and paid immediately. Any uncompleted work not yet delivered will be forfeited by the Client. All materials furnished by the Client will remain the property of the Client and will be returned upon request, no more than 15 days from the termination of this agreement. Termination during the contract’s execution will result in forfeiture of all payments received to date, and any unpaid invoices will be paid immediately.
Each party shall use commercially reasonable efforts or fulfill its obligations hereunder, but shall in no event be responsible for any failure or delay in performance due to any catastrophe, act of God or government authority, civil strife, health crisis, or any other cause beyond the control of such party. Neither party shall be liable to the other for any consequential, indirect, special or punitive damages, even if such damage were reasonably foreseeable.
Errors or Omissions
The Client has the responsibility to proofread and examine all work produced during the contract period. Therefore, the Client is ultimately responsible for any typographical, spelling, grammatical, copy, photographic, illustrative, layout or other errors or omissions discovered after printing or reproduction, or for any work or services performed by any party selected by the Client.
Dispute Resolution
All disputes related to this Contract shall be resolved exclusively in a court located in East Baton Rouge Parish, Louisiana, USA, and shall be governed by Louisiana law. Each party irrevocably waives its right to a jury in any such dispute. The non-prevailing party shall be responsible for the prevailing party’s attorneys’ fees and any other costs related to resolving the dispute. The prevailing party shall be entitled to recover all costs, expenses, and reasonable attorney’s fees in any action brought to enforce the terms of this Contract.
Entire Agreement
This Contract constitutes the entire agreement between the parties with respect to this subject matter and supersedes all prior written and verbal understandings and agreements relating to it.
A party does not waive any right under this Contract by failing to insist on compliance with any of the terms of this Contract or by failing to exercise any right granted by the Contract.
If any provision of this Contract shall be held illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Contract, the validity of the remaining portions or provisions hereof shall not be affected hereby. The parties agree to replace such illegal, unenforceable, or conflicting provision with a new provision that accomplishes the original intent of the parties and has the most nearly similar permissible economic, legal or other effects.
Acceptance of Agreement
By completing the form below and clicking the 'Submit' button, you acknowledge that you:
1) have read and agree to the terms and conditions outlined in this Contract;
2) authorize the Strategist to execute services, which will be agreed upon in first weekly session;
3) agree to make timely payments in accordance with payment terms above.
2) authorize the Strategist to execute services, which will be agreed upon in first weekly session;
3) agree to make timely payments in accordance with payment terms above.
Thank you for completing your Retainer Contract agreement with Sydney Berry Ling! Sydney will email you a digital copy of this completed agreement and be in touch regarding next steps.