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 starting October 1, 2020.
The Strategist (the “Strategist”) is hereby defined as: Sydney Berry Ling, conducting business from 3460 Highway 1 South, Donaldsonville, LA, 70346, 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.
Retainer Description
By signing this agreement, Client has retained Strategist to proceed with Brand Strategy & Management services beginning October 1, 2020, for the months of October, November & December 2020, and agrees to the terms and conditions as set forth in this Agreement.
During this period, the Strategist agrees to reserve 20 hours per month (roughly 5 hours per week) for goals outlined and agreed upon below in the 'Description of Branding Services'. Deliverables and priority will be at the discretion of the Strategist with Client approval.
As part of this agreement, a weekly standing planning call will be arranged. The Strategist will call the Client, with the expectation they will be available and prepared for the call. If the Client is not available at the time of the arranged call, it is the Client’s responsibility to reschedule the call with the Strategist.
Payment for these services will be to the Strategist at the rate of $1000 USD per month. Retainers are invoiced by the month. An invoice will be submitted on the 1st of the month, and payment will be made for the following month no later than the 15th day of each month that this agreement is active. In the event that the Client does not pay the balance within 15 calendar days from the invoice date, the Strategist may hold work product until the balance is paid. Additionally, the Strategist may charge a late fee of $50 USD plus $10 USD per business day that the invoice goes unpaid, applicable when payment is one (1) business day late. 
In the event this Contract is signed mid-month, invoices will be sent on the first day work begins with the expectation that the invoice will be paid within 15 days, in which no late fees will be incurred. All invoices will be net 15.
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 3-months’ worth of digital content
+ Brainstorming and creative feedback on general business projects
+ Brand management and quality control
All costs not explicitly included in the Retainer Agreement 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.
Ownership and Usage
The Strategist assigns all rights to the approved work to the Client upon full payment for the billed 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. Where applicable the Client will be given any necessary credit for client ownership, or usage of the project elements.
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, 2020, 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 retainer’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, 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
The above terms and conditions and outline of pricing are hereby accepted. The Strategist is authorized to execute this Retainer as outlined in this Contract. Payment will be made as proposed above.
By completing the form below and clicking the 'Submit' button, I acknowledge I have read and agree to the terms outlined in this Contract.
Submit
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.