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”.
Definition of Terms
Content Assets: As used in this Agreement, “Content Assets” include fully written content (such as emails, blog posts, Instagram captions or similar content pieces) as well as strategic or conceptual ideas for content (for example, suggested topics for reels, outlines for stories, or guidance on podcast topics). This term does not include large-scale marketing materials such as sales pages, lead magnets, or other specialized long-form collateral.
I. Scope of Work
Manager agrees to perform the following Services for Client, which include:
- Up to 25 content assets each month.
- 3-month commitment
- (1) Content Strategy Call to build your 90-day content plan.
- 3 months of Text & Voice note access via Slack for ongoing customer support
INVESTMENT FOR 3 MONTHS: $650 per month for up to 25 content assets each month. 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
Due Dates: Payment is on autopay. If the autopayment 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.
Client is aware that the retainer is a minimum 3-month commitment and will be up for renewal one month before the commitment ends, at which time the Client may choose to renew the contract or cancel the service. The retainer covers the creation of up to 25 Content Assets (as defined in this Agreement) per month. Any unused assets in a given month do not roll over and are non-refundable. This allocation provides flexibility for busy periods—such as events, launches, or other intensive promotional efforts—without additional costs beyond the monthly retainer. If the Client requests more than 25 assets in a given month, those additional assets will be billed separately, pursuant to a separate agreement and invoice.
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. 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. Manager reserves the right to terminate the Agreement immediately in the event of a breach of contract—including, but not limited to, failure to provide required feedback as outlined in Section IV-A. In such cases, the $1500 cancellation fee will still apply.
IV-A. Client Feedback Requirement
This Agreement is structured as a collaborative partnership, and Client’s feedback plays a key role in helping Manager create content that is aligned, intentional, and effective. Manager devotes time and attention to understanding Client’s voice, offer, and audience to ensure that content accurately reflects Client’s brand and resonates with its intended audience.
While Manager strives to meet expectations in the first round of content delivery, creative work is inherently interpretive. Feedback from Client is essential to narrowing that interpretation and refining future content.
To support this process, Client agrees to provide timely, constructive feedback on every round of content delivered. All feedback must be specific, actionable, and aligned with the standards outlined in the Feedback Manual, which will be provided by Manager at the beginning of the project. Manager does not expect Client to know how to give detailed feedback without support—the Feedback Manual is designed to provide clear guidance.
Vague or unhelpful comments—such as “this sucks,” “this sounds like AI,” or “I would never say this”—do not fulfill this requirement. It is acceptable for Client to repeat feedback when a similar issue appears in multiple content pieces, provided the feedback remains clear, relevant, and contextual (i.e., not copy-pasted without explanation).
Feedback is due within fourteen (14) calendar days of content delivery. However, Manager understands that extenuating circumstances may arise. If Client is on vacation, managing a personal emergency, or otherwise unable to meet the deadline, Manager is happy to accommodate delays—provided that Client communicates the need for additional time in advance.
Failure to provide feedback or request an extension within the fourteen (14) day period will result in immediate termination of this Agreement. A $1500 cancellation fee will be charged to Client due to breach of agreement.
V. 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.
VI. Rewards Program Terms
Manager offers an optional Rewards Program for active Clients. The program is designed to recognize and reward Client for continued engagement and collaboration throughout the duration of this Agreement. By signing this Agreement, Client agrees to the following terms related to participation in the Rewards Program:
Eligibility
The Rewards Program is available exclusively to Clients with an active service agreement. Points begin accruing upon the Effective Date of this Agreement. Points do not expire as long as Client maintains an active contract. Upon termination or expiration of this Agreement, all unused points and unredeemed rewards will be forfeited.
Earning Points
Points may be earned through specific engagement actions, including but not limited to:
Submitting monthly reports
Tagging Manager in relevant public content
Referring new Clients
Renewing or extending this Agreement
A current list of point-eligible actions is maintained in Client’s portal. Manager reserves the right to update this list at any time and will notify Client of any changes via email or portal notification.
Tag Guidelines
Tags must clearly reference services or results related to work completed by Manager. Acceptable tags include:
Sharing outcomes from content created under this Agreement
Highlighting content strategy, marketing milestones, or brand growth related to Manager’s services
Crediting Manager in connection with client wins or business updates stemming from the work completed
Tags that are vague, unrelated to services provided under this Agreement, or lack context will not be eligible. Client may earn points for up to 10 qualified tags per calendar month. Tags alone will not qualify Client to redeem rewards. Points must be accrued from a combination of eligible actions.
Redeeming Rewards
Points may be redeemed for one reward at a time once the minimum threshold is met. Rewards are non-combinable and must be activated prior to the expiration of this Agreement. Unredeemed or unactivated rewards are forfeited when this Agreement ends. Client may redeem the same reward multiple times if sufficient points are accrued again.
Early Reward Option – Pay in Full
If Client elects to pay in full for a 12-month contract, they may select one reward of their choice immediately, regardless of current point balance. This selection must be made within the first 30 days of the contract. Client will continue to accrue points throughout the contract period and may redeem additional rewards once thresholds are met.
Referral Rewards
Client will receive additional points when a referred Client signs an active agreement with Manager. Referrals must be disclosed by Client prior to the referred party entering a contract. Points will not be applied retroactively.
Program Adjustments
Manager reserves the right to modify, update, or discontinue the Rewards Program at any time, including changes to eligible actions, point values, or available rewards. Any updates will be communicated to Client in writing or through the client portal. Unless otherwise stated, changes will not impact previously accrued points or earned rewards.
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.