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  • Professional Services Agreement

  • This Professional Services Agreement is entered into by and between Queen Bee Digital Media, LLC, a limited liability company duly organized and existing under the laws of the State of Florida, and the undersigned, an independent contractor hereinafter referred to as CONSULTANT.
     
    SECTION ONE - Scope of Services
     
    CONSULTANT agrees to provide QUEEN BEE DIGITAL MEDIA with the following services: 
     
    A.    CONSULTANT shall complete projects as assigned by President of Queen Bee Digital Media.   
     
    B.     CONSULTANT agrees to attend periodic meetings with a representative of QUEEN BEE DIGITAL MEDIA if requested, scheduled at a mutually acceptable time and location, to review the status of work and related issues. 
     
    C.     Because CONSULTANT has particular professional and technical expertise, all services covered by this Agreement must be performed personally by CONSULTANT, unless CONSULTANT obtains prior approval in writing from QUEEN BEE DIGITAL MEDIA agreeing to a specific individual other than CONSULTANT, and the specific work that might be performed by someone other than CONSULTANT. 


  • SECTION TWO - Compensation

    A. QUEEN BEE DIGITAL MEDIA shall compensate CONSULTANT as follows: A commission rate of 2% shall be granted for inbound deals that were not sourced but closed by CONSULTANT. A commission rate of 5% shall be awarded for deals originating from CONSULTANT for packages below 1,000 USD. A commission rate of 7% shall be awarded for deals within the 1,000 to 2,000 USD range, which are closed by CONSULTANT. A commission rate of 10% shall be awarded for deals within the 3,000 to 5,000 USD range, which are closed by CONSULTANT.

    a. These will apply to monthly packages sold by CONSULTANT only as long as customer accounts are actively making payments. They will be paid to CONSULTANT on the 15th or 30th of each month; for example, if a customer signed up and paid on the 18th the monthly payment would be made on the 30th; if customer signed up and paid on the 5th, the monthly payment would be made on the 15th. 

    b. These commission rates shall be subject to an annual review. Any adjustments to the commission rates shall be made following the annual review in writing.

    B. QUEEN BEE DIGITAL MEDIA shall not be liable to CONSULTANT for any expenses paid or incurred by CONSULTANT in acquiring accounts pursuant to this agreement unless otherwise agreed to in writing.

    C. CONSULTANT shall invoice QUEEN BEE DIGITAL MEDIA bi-monthly on the 13th & 27th, describing services rendered and itemizing approved reimbursable expenses incurred, supported by receipts.


  • SECTION TWO - Compensation

    A. QUEEN BEE DIGITAL MEDIA shall compensate CONSULTANT as follows:

    a. One-time payment equal to 30% of any service packages sold by CONSULTANT to be paid on the 15th or 30th of each month; for example, if a customer signed up and paid on the 18th the one-time payment would be paid on the 30th; if customer signed up and paid on the 5th, the one-time payment would be paid on the 15th.

    B. QUEEN BEE DIGITAL MEDIA shall not be liable to CONSULTANT for any expenses paid or incurred by CONSULTANT in acquiring accounts pursuant to this agreement unless otherwise agreed to in writing.

    C. CONSULTANT shall invoice QUEEN BEE DIGITAL MEDIA bi-monthly on the 13th & 27th, describing services rendered and itemizing approved reimbursable expenses incurred, supported by receipts.


  • SECTION TWO - Compensation

    A. QUEEN BEE DIGITAL MEDIA shall compensate CONSULTANT as follows:

    a. Payment equal to 30% of any monthly recurring service package maintained by CONSULTANT to be paid on the 15th or 30th of each month following the associated customer’s billing cycle; for example, if a customer signed up and paid on the 20th payment would be paid on the 30th and each month on the 30th going forward; if customer signed up and paid on the 5th, payment would be made on the 15th and each month on the 15th going forward. If a customer cancels service, monthly payments for that customer would discontinue in the month of termination.

    b. Payment equal to 30% of any one-time service to be paid upon completion within that respective pay period.

    B. QUEEN BEE DIGITAL MEDIA shall not be liable to CONSULTANT for any expenses paid or incurred by CONSULTANT in delivering services pursuant to this agreement unless otherwise agreed to in writing.

    C. CONSULTANT shall invoice QUEEN BEE DIGITAL MEDIA bi-monthly on the 13th & 27th, describing services rendered and itemizing approved reimbursable expenses incurred, supported by receipts.

  • SECTION THREE - CONSULTANT’s Responsibilities Concerning Employees, Taxes, Fringe Benefits

    A. CONSULTANT understands that as an independent contractor, CONSULTANT is responsible to pay, according to law, CONSULTANT’s income taxes. If CONSULTANT is not a corporation, CONSULTANT further understands that CONSULTANT may be liable for self-employment (social security) tax, to be paid by CONSULTANT according to law.

    B. In the event CONSULTANT fulfills the terms of this agreement in whole or in part by hiring employees to render services to QUEEN BEE DIGITAL MEDIA, CONSULTANT shall furnish to QUEEN BEE DIGITAL MEDIA satisfactory evidence that such employees are in fact employees of CONSULTANT only, and that all taxes required to be withheld or paid on behalf of such employees have been paid or provided for by CONSULTANT.

    C. Neither federal, nor state, nor local income tax nor payroll tax of any kind shall be withheld or paid by QUEEN BEE DIGITAL MEDIA on behalf of CONSULTANT or CONSULTANT’s employees. Neither CONSULTANT nor CONSULTANT’s employees shall be treated as employees of QUEEN BEE DIGITAL MEDIA with respect to the services performed under this agreement for federal or state tax purposes.

    D. QUEEN BEE DIGITAL MEDIA shall not pay unemployment taxes nor obtain workers’ compensation insurance for CONSULTANT or CONSULTANT’s employees. CONSULTANT shall comply with applicable unemployment and workers’ compensation laws concerning CONSULTANT’s business and CONSULTANT’s employees.

    E. Neither CONSULTANT nor CONSULTANT’s employees shall be eligible for, or participate in, any QUEEN BEE DIGITAL MEDIA fringe benefit plans.

    SECTION FOUR - Confidentiality and Intellectual Property

    A. CONSULTANT agrees that all information received directly from QUEEN BEE DIGITAL MEDIA or at the direction of QUEEN BEE DIGITAL MEDIA in the performance of services under this agreement belongs to QUEEN BEE DIGITAL MEDIA or to those with whom QUEEN BEE DIGITAL MEDIA has contracted regarding such information. In addition, all information provided by CONSULTANT to QUEEN BEE DIGITAL MEDIA, in the performance of services under this agreement, shall for all time and for all purposes be regarded by CONSULTANT as strictly confidential and held by CONSULTANT in confidence, and solely for QUEEN BEE DIGITAL MEDIA’s benefit and use, and shall not be used by CONSULTANT or disclosed by CONSULTANT to any person whatsoever except to QUEEN BEE DIGITAL MEDIA or with QUEEN BEE DIGITAL MEDIA’s prior written permission.

    B. CONSULTANT agrees that upon full payment to CONSULTANT any deliverables, associated files, scripts, documents, designs and such created as part of the deliverable will become property of QUEEN BEE DIGITAL MEDIA; and Contractor hereby assigns all rights and title to the intellectual property rights in such deliverables to QUEEN BEE DIGITAL MEDIA.

    SECTION FIVE - CONSULTANT Representations

    CONSULTANT represents and warrants that CONSULTANT and CONSULTANT’s employees, if any, have the right to perform the services required under and pursuant to this agreement without violation of obligations to others, and that CONSULTANT and its employees have the right to disclose to QUEEN BEE DIGITAL MEDIA all information transmitted to QUEEN BEE DIGITAL MEDIA in the performance of services under and pursuant to this agreement, and CONSULTANT agrees that any information submitted to QUEEN BEE DIGITAL MEDIA may be utilized fully and freely by QUEEN BEE DIGITAL MEDIA.

  • SECTION SIX - Duration and Termination

    A. This agreement shall become effective on the date stated above and shall continue pursuant to the following:

    1. Immediately on the death or incapacity of CONSULTANT or any person employed by CONSULTANT who, in the sole opinion of QUEEN BEE DIGITAL MEDIA, was essential for the successful performance of CONSULTANT’s obligations under and pursuant to this agreement; or

    2. By either party, without cause, after giving 14 days written notice to the other of intent to terminate without cause. The parties shall deal with each other in good faith during the 14 day period after any notice of intent to terminate without cause has been given; or

    3. By QUEEN BEE DIGITAL MEDIA, at any time, if CONSULTANT assigns this agreement, or any right or obligation under this agreement, without QUEEN BEE DIGITAL MEDIA’s prior written consent.

    B. Should CONSULTANT terminate this agreement without providing QUEEN BEE DIGITAL MEDIA with the above-specified advance notice, QUEEN BEE DIGITAL MEDIA shall be entitled to withhold any payments then owed to CONSULTANT, and CONSULTANT shall not be entitled to any further payments under this agreement. In addition, CONSULTANT shall be liable to QUEEN BEE DIGITAL MEDIA for any consequential damages suffered by QUEEN BEE DIGITAL MEDIA related to arranging for the completion of the services provided for hereunder, increased costs of such replacement services, and/or any penalty owed by QUEEN BEE DIGITAL MEDIA to the recipient of such services due to untimely or interrupted delivery of such services.

    C. Upon termination of this agreement, regardless of the reason for such termination, CONSULTANT shall not file for unemployment benefits, as CONSULTANT is not an employee of QUEEN BEE DIGITAL MEDIA. CONSULTANT agrees that should a dispute arise as to any payment due under this agreement, CONSULTANT shall not seek to obtain payment hereunder through any federal or state labor department administrative or civil complaint procedure, as such disputed payment would not constitute wages. Instead, CONSULTANT may seek any other applicable civil remedy available to CONSULTANT.

    D. The obligations of CONSULTANT under Sections Three, Four, Five, and Six above, shall survive any expiration or termination of this agreement. On termination of this agreement, CONSULTANT will return to QUEEN BEE DIGITAL MEDIA all written information, equipment and other materials or files supplied to CONSULTANT or created by CONSULTANT at the expense of QUEEN BEE DIGITAL MEDIA

    SECTION SEVEN - Independent Contractor Status

    A. CONSULTANT and any employees of CONSULTANT acknowledge and understand that CONSULTANT is an independent contractor and shall not be considered an employee of QUEEN BEE DIGITAL MEDIA for any purpose. CONSULTANT has no authority to enter into contracts or agreements on behalf of QUEEN BEE DIGITAL MEDIA unless provided with express written authorization.

    B. CONSULTANT shall provide QUEEN BEE DIGITAL MEDIA reports in an agreed upon format, and within specified time frames. Otherwise, CONSULTANT is free to determine how, when and where such work is performed.

    C. CONSULTANT is free to offer similar services to persons or businesses other than QUEEN BEE DIGITAL MEDIA, providing CONSULTANT maintain the confidentiality of QUEEN BEE DIGITAL MEDIA data.

  • SECTION EIGHT - Equipment, Loss or Damage

    A. QUEEN BEE DIGITAL MEDIA will not provide CONSULTANT with the necessary computer, modem, software (with exception of credentials to access 3rd party cloud based software), and other telecommunications equipment needed for efficient, secure electronic transfer of detailed data between QUEEN BEE DIGITAL MEDIA and CONSULTANT. QUEEN BEE DIGITAL MEDIA shall not be responsible for the cost of installation and monthly service and maintenance costs on such equipment.

    B. If any equipment is provided, at all times, such equipment shall remain the property of QUEEN BEE DIGITAL MEDIA, and must be promptly returned to QUEEN BEE DIGITAL MEDIA upon written request for any reason as decided by QUEEN BEE DIGITAL MEDIA, including but not limited to CONSULTANT’s inability for any reason to continue providing services to QUEEN BEE DIGITAL MEDIA, or upon termination of this Agreement. Upon such request, QUEEN BEE DIGITAL MEDIA shall make suitable arrangements to retrieve such property. CONSULTANT’s refusal to permit QUEEN BEE DIGITAL MEDIA to retrieve its property shall be deemed willful, for which QUEEN BEE DIGITAL MEDIA shall be entitled to seek recourse under all applicable civil and criminal laws.

    C. If QUEEN BEE DIGITAL MEDIA equipment is provided, it is not for personal use. However, CONSULTANT may use such equipment for business purposes, such as rendering services to others, similar to those provided to QUEEN BEE DIGITAL MEDIA, provided such other use does not interfere with the delivery of services to QUEEN BEE DIGITAL MEDIA or with the timely return of QUEEN BEE DIGITAL MEDIA property as set forth above. QUEEN BEE DIGITAL MEDIA-owned/provided software may not be duplicated except as formally authorized.

    D. If QUEEN BEE DIGITAL MEDIA equipment is provided, CONSULTANT shall take reasonable precautions to protect the QUEEN BEE DIGITAL MEDIA provided equipment from theft, damage, or misuse. CONSULTANT and QUEEN BEE DIGITAL MEDIA shall review and coordinate respective insurance coverages to secure liability insurance protection to the satisfaction of QUEEN BEE DIGITAL MEDIA.

    E. QUEEN BEE DIGITAL MEDIA shall not be responsible for miscellaneous office supply expenses, utilities (except for telecommunication and related equipment maintenance expenses as described above if provided), or other overhead costs of CONSULTANT incurred in providing the services under this agreement.

    SECTION NINE - Miscellaneous Provisions

    A. Non-waiver. The failure of either party to exercise any of its rights under this agreement shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.

    B. Assignment. The rights and obligations of CONSULTANT under this agreement are personal to CONSULTANT and may not be assigned or transferred to any other person, firm, or corporation without the prior, express, and written consent of QUEEN BEE DIGITAL MEDIA.

    C. Entire Agreement. This agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this agreement shall not be binding upon either party except to the extent incorporated in this agreement.

    D. Modification of Agreement. Any modification of this agreement or additional obligation assumed by either party in connection with this agreement shall be binding only if set forth in writing and signed by each party or an authorized representative of each party.

    E. Notices. Any notice provided for or concerning this agreement shall be in writing and be deemed sufficiently given when sent by certified mail if sent to the respective address of each party set forth at the beginning of this agreement.

    F. Governing Law. It is agreed that this agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida.

    G. Effect of partial Invalidity. The invalidity of any portion of this agreement will not and shall not be deemed to affect the validity or any other provision. In the event that any provision of this agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the deletion of the invalid provision.

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