This Agreement made on the {date} (the Effective Date) between [Kierra Conover of KLC The studio], referred to herein as “Manager”, and {clientName} of {businessName} referred to herein as “Client”. Client and Manager are sometimes referred to collectively in this Agreement as the “Parties”.
I. Scope of Work
Manager agrees to perform the following Services for Client, which included:
- 1 30 minute strategy session during onboarding month to support you with your marketing goals.
- 10 hours or 15 hours of content that can be split between written content or, designed content. The hours are dependent upon which package the client selects during checkout.
- 3-month commitment
INVESTMENT FOR 3 MONTHS: $1000 per month for 10 retainer hours or $1500 per month for 15 retainer hours
Client understands and agrees that Manager’s services are limited to the Scope of Work detailed in Section I of this Agreement.
II. Term
Manager agrees to perform the Services for client for a minimum of 3 months. Client agrees to a 3 month minimum. After 3 months, the Client can choose to continue by signing another 3-month or 6-month contract or cancel the retainer service.
III. Fees
Cost of Services: Client agrees to pay Manager the amount they select in thrivecart checkout every month for the services listed in the Scope of Work, detailed in Section I of this Agreement.
Due Dates: Payment is on autopsy. If the autopsy is declined the invoice shall be paid within 3 days of payment reminder/receipt.
Default: Manager shall have the right to stop Services to Client if payments are not made to Manager as outlined in this Agreement.
Late Fees: Payments that are more than 3 days late incur an additional cost of $100. After the initial late fee, client will incur an additional $100 each week until full payment is rendered plus any additional late fees Client incurred.
Retainer Details: Client is aware the retainer is a minimum 3-month commitment and will be up for renewal 1 month before the commitment ends where the Client can choose to renew the contract or cancel the service. Client is aware that hours DO NOT roll over for the month and will not be reimbursed if not fully used. Client is also aware the service is UP TO 10 or 15 hours depending on the package. This doesn't mean the hours selected will be fully used each month but instead the client given the flexibility to account for busy business periods such as events, launches or hard sell periods so that they are not expected to be overcharged. If client wants to go above their selected hours, they will be charged at $100/hour and will receive a notification via email with an invoice. The maximum amount of hours that a client can go over every month is 10 hours/month.
Retainer Termination: Only after the 3-month commitment period can the client choose to terminate the retainer service. If Client decides to terminate the agreement before the commitment period, they must provide written notice 1 month prior to the end date and remains responsible for a $1500 cancellation fee.
IV. Changes in Scope of Work
Client may request additional work be added to the Scope of Work outlined in this Agreement. If the Client requests such additional work, Manager may, in its sole discretion, agree to the increased Scope of Work for an additional fee of $100 per hour or that will be agreed upon in writing prior to beginning such additional work.
V. Client’s Responsibilities
Client understands that Manager may need certain information from Client to complete the Services outlined in this Agreement. Client agrees to promptly communicate with Manager and respond to requests for information.
VI. Manager-Client Relationship
Client understands that Manager is not an employee of {businessName}. Neither party is, under this Agreement, authorized as an agent, employee, or legal representative of the other. Except as specifically set forth in this Agreement, neither party shall have the power to control the activities and operations of the other. Further, Client understands and agrees that no exclusive relationship exists between the Parties under this Agreement. Manager retains the right to work with other clients without approval from Client.
VII. Non-Disclosure
Parties promise and agree to:
-Secure and protect the other Party’s Confidential Information,
-Hold Confidential Information in strict confidence,
-Use Confidential Information only for purposes of carrying out each Party’s obligations under this Agreement,
-Refrain from using, disclosing, selling, licensing, publishing, reproducing, or otherwise making available the Confidential Information of the other party except to the extent necessary to perform the Services under this Agreement,
-Only disclose Confidential Information to those of the Party’s officers, employees, and agents as are necessary to carry out the purpose of this Agreement; and
-Not disclose Confidential Information to unnecessary third parties.
For purposes of this Agreement, Confidential Information includes, but is not limited to: information relating to research, developments, systems, operations, clients, customers, and business activities, past, present, or future products, product information, pending projects/proposals, business plans, marketing strategies, advertising material, customer lists, business records, financial information] and any other information designated as confidential by the Parties.
Information is not confidential if it is generally available or known within the internet industry, it is in the public domain, it was known to either Party before this Agreement was entered into, it was independently received by either Party from a third party, or it was developed independently by the Manager or Client.
VIII. Proprietary Rights
The Client shall be the owner of all right, title, and interest in any intellectual property in the media created and the Services shall be deemed a work-made-for-hire in accordance with the Copyright Act, as amended from time to time. The Manager acknowledges and agrees that the media created will contain valuable proprietary rights and disclaims all rights in such rights. The Manager hereby assigns to the Client without further compensation all of its right, title, and interest in the media created and any and all related intellectual property rights thereto.
IX. Portfolio Use
Notwithstanding the specific proprietary rights outlined by this Agreement, Manager shall be permitted to use all work created in Manager’s professional portfolio, and in the course of Manager’s business, after such work has been made public by the Client.
X. Intellectual Property Warranty
Manager warrants and represents that it will not knowingly violate the intellectual property rights of any third party in its performance of the Services. The Client warrants and represents that any content or information provided to the Manager to facilitate the performance of the Services shall not violate the intellectual property rights of any third party and shall indemnify the Manager against any claim that results from the provision of such allegedly infringing content or information.
XI. Limited Liability
Except as expressly provided in this Agreement, Manager makes no guarantees, representations, or warranties of any kind of nature, express or implied with respect to the social media management services agreed upon and rendered. Manager shall not be liable to Client for any indirect, consequential, or special damages. Notwithstanding any damages that the Client may incur, Manager’s entire liability under this Agreement, and the Client’s exclusive remedy, shall be limited to the amount actually paid by the Client to the Manager under this Agreement for all social media management services rendered through and including the termination date.
XII. Assignment
There shall be no assignment of obligations. Neither Party may assign any of its respective obligations under this Agreement without the express written consent of the other Party.
XIII. Notice
Any notices required or permitted to be given hereunder shall be given via email to kierra@klcthestudio.com. Any notice shall be effective upon delivery.
XIV. Termination
If this Agreement is terminated before the project is complete, Manager shall be paid for all the work completed up to the date of termination. Client remains responsible for a $1500 cancellation fee and must provide written notice 1 month prior.
XV. Modifications
This Agreement may be amended at any time and from time to time, but any amendment must be in writing and signed by each party.
XVI. Severability
If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated.
XVII. Force Majeure
In the event either party is unable to perform its obligations under the terms of this Agreement because of, including but not limited to: acts of God, strikes, government restrictions, communicable diseases, epidemics, pandemics, national disasters, or other causes reasonably beyond control, such party whose performance is affected shall notify the other party of the Force Majeure Event and its impact on performance under this Agreement. The party whose performance is affected shall use reasonable efforts to resolve any issues resulting from the Force Majeure Event to perform obligations under this Agreement. The party whose performance is affected shall not be liable for damages to the other party for any damages resulting from such failure to perform or otherwise from such causes
XVIII. Entire Agreement
This Agreement, including all Exhibits, Appendices, and Attachments, contains the entire agreement of the Parties relating to the rights granted and obligations assumed in this Agreement. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the party to be charged.
XIX. Counterparts and Facsimile
For the convenience of the Parties, this Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.
XX. Dispute Resolution
In the event of a dispute regarding or arising under this Agreement, the parties agree that after receipt of notice of such dispute, the Parties shall in good faith discuss the dispute and seek a resolution. If the matter has not been resolved within thirty (30) business days after commencement of such good faith discussions, either party may assert its rights to the fullest extent permitted under law.
XXI. Venue and Applicable Law
This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of California. Both Parties agree to submit to the jurisdiction of and venue in the State of California. Should any claim or controversy arise between the Parties under the terms of this Agreement, such a claim or controversy shall be resolved only in the State of California.
XXII. Signatures
This Agreement shall be signed by both Parties agreeing to the terms laid out above. This Agreement is effective upon our signatures as of the day and date first above stated.