Terms and Conditions
BACKGROUND
1. The Client is of the opinion that the Contractor, also known as Peak Photo Management, has the necessary qualifications, experience and abilities to provide services to the Client.
2. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
SERVICES PROVIDED
1. The Client hereby agrees to engage Peak Photo Management to provide the Client with the following services (the "Services"): Scan and/or digitize, clean and organize media sent to Peak Photo Management.
2. The Services will also include any other tasks which the Parties may agree on. Peak Photo Management hereby agrees to provide such Services to the Client.
TERM OF AGREEMENT
The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
PERFORMANCE The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
CURRENCY Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
COMPENSATION
1. A deposit of $20.00 (the "Deposit") is payable by the Client upon execution of this Agreement.
2. For the remaining amount, the Client will be invoiced as follows: After inventory has been completed at Peak Photo Management.
3. Invoices submitted by Peak Photo Management to the Client are due upon receipt.
4. The Client must pay Peak Photo Management before any work can be completed.
5. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
REIMBURSEMENT OF EXPENSES
1. Peak Photo Management will be reimbursed from time to time for reasonable and necessary expenses incurred by Peak Photo Management in connection with providing the Services.
2. All expenses must be pre-approved by the Client.
CONFIDENTIALITY
1. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
2. Peak Photo Management agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
3. All written and oral information and material disclosed or provided by the Client to Peak Photo Management under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to Peak Photo Management.
OWNERSHIP OF INTELLECTUAL PROPERTY
1. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
2. Peak Photo Management may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client.
RETURN OF PROPERTY
Upon the expiration or termination of this Agreement, Peak Photo Management will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
CAPACITY/INDEPENDENT CONTRACTOR
In providing the Services under this Agreement it is expressly agreed that Peak Photo Management is acting as an independent contractor and not as an employee. Peak Photo Management and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. Peak Photo Management is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to Peak Photo Management under this Agreement.
AUTONOMY Except as otherwise provided in this Agreement, Peak Photo Management will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. Peak Photo Management will work autonomously and not at the direction of the Client. However, Peak Photo Management will be responsive to the reasonable needs and concerns of the Client.
EQUIPMENT Except as otherwise provided in this Agreement, Peak Photo Management will provide at thier own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
DELIVERY Delivery shall be made upon the agreed expected and agreed period by the parties. With the delivery fee having been agreed upon to be paid by the Client.
MODIFICATION OF AGREEMENT Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
ASSIGNMENT
The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
DAMAGES Peak Photo Management will not be held responsible for any damages that happen during service. Any damages that happen during transit are not responsible by Peak Photo Management.
Kristin Crockett Co-Owner of Peak Photo Management
