INTRODUCTION
This is an Agreement made on the {date} (the Effective Date) between KIERRA CONOVER, in her capacity as owner of KLC THE STUDIO (referred to as “Consultant” or “Manager”) and {clientName} in her capacity as owner of {businessName} (referred to as “Client”). Client and Manager/Consultant are sometimes referred to collectively in this Agreement as the “Parties.”
KLC THE STUDIO is a company that provides prospective and actual business owners with business and marketing support and consulting. KLC The Studio offers a three-month 1-on-1 Voxer consulting program to individual clients (the “Program”) and a content retainer service (the "retainer" or "content retainer".
The purpose of the Program is to form a consulting relationship between the Consultant and Client. The ultimate goal is to create business and marketing strategies to support the growth of the client's business. This will be done through interactions between the Consultant and Client throughout the Term of this Agreement. Additionally, the content retainer service will provide content creation support to further the Client’s marketing goals.
Consultant/Manager agrees to provide the Client with the Program and content retainer service in exchange for payment and the performance of the Client’s responsibilities (hereinafter defined). Client agrees to make all payments and abide by all policies and procedures as a condition of this Agreement.
By signing this Agreement, Client acknowledges all policies and procedures contained within this document and expresses assent to the following terms.
1. SCOPE OF WORK
The Consultant/Manager agrees to provide both Consulting and Content Retainer services as follows:
Consulting Services
- Three-month Voxer consulting program including one (1) one-hour session each month via Zoom.
- Ongoing feedback via text and voice messages on a private Voxer channel (Monday-Friday, 9 AM to 4 PM PST).
Content Retainer Services
- 7 hours of written content creation (content or web copy), as selected by the Client during checkout.
2. TERM
This Term of this Agreement shall be three (3) months, from the ("Start Date"). The Manager/Consultant agrees to perform the Services for the Client for a minimum of three (3) months. This Agreement will not take effect, and the Consultant will have no obligation to provide services, until the Client returns a signed copy of the Agreement and pays the initial retainer as defined below. Client is required to pay the initial invoice within 72 hours of signing this Agreement; otherwise, this contract shall be deemed null and void.
After the initial three-month term, the Client can choose to continue by signing another 3-month or 6-month contract or cancel the retainer service.
3. DISCLAIMER + Consulting DEFINITION
The Consultant is a business and marketing strategist who offers Consulting Services in the form of Business and Marketing Strategy (herein collectively referred to as “Consulting Services”). Client understands that Consulting involves working one-on-one with the Consultant to help the Client analyze decisions and find his/her own direction. The Consultant may offer opinions regarding decisions, but it is the responsibility of the Client to make the final decision and choose the best option for himself/herself.
While the Consultant provides tools to help improve various aspects of the Client’s business, the Consulting services in this Program are specific and limited in nature. This package includes a Content Retainer Service that encompasses the creation of content, which may include social media marketing services.
Consulting Services do not include:
- Procuring business or potential clients for the Client;
- Performing any business management services for the Client, such as accounting, operations, or hiring;
- Therapy sessions in the form of psychotherapy, psychoanalysis, or behavioral therapy;
- Legal or financial advice;
- Introduction to Consultant’s professional network and business relationships.
The Client acknowledges that he/she is solely responsible for the amount and type of income generated by implementing techniques and advice provided by the Consultant. The Client also acknowledges that the Consultant cannot guarantee that the implementation of the Consulting Services and Program will provide the Client with an ideal resolution or perfect life. Additionally, the Client agrees that he/she is solely responsible for any decision to leave his/her other career, job, or profession to pursue the Client’s business idea and indemnifies the Consultant from any liability regarding said decision
4. CLIENT’S RESPONSIBILITIES
Consultant’s Program has been developed for educational purposes only. Consultant has established her proprietary Program in order to educate and inspire Client to pursue his/her personal goals. However, Client hereby acknowledges that Consultant does not guarantee Client’s goals, whatever the goals may be, will be reached by completing and implementing the advice and techniques in the Program. Client accepts and agrees that Client is 100% responsible for his/her results from the Program. Client acknowledges that, as with any business endeavor and investment, there is an inherent risk associated. As such, Client agrees there is no guarantee that Client will attain his/her goals by simply completing the Program.
Nevertheless, Client acknowledges that he/she can optimize her potential results from the Program by adhering to the following:
Thoughtful and meaningful participation in all Consulting calls & Voxer Chats with Consultant;
Utilization of Consultant’s feedback on Voxer and content feedback;
Completion of all assigned work, material, and research between each Consulting call;
Committing to the Program
Taking 100% responsibility for Client’s results, 100% of the time.
5. REFUND POLICY
All deposits and payments are non-refundable. Client will be auto-enrolled in autopay at the time of initial payment.
6. DEFAULT, LATE FEES, AND RETAINER DETAILS
Default: The Manager shall have the right to stop Services to the Client if payments are not made to the 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, the Client will incur an additional $100 each week until full payment is rendered, plus any additional late fees the Client incurred.
Retainer Details: The 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. The Client is aware that hours DO NOT roll over for the month unless otherwise indicated by Company during busy season. Hours will not be reimbursed if not fully used. The Client is also aware the service is UP TO 7 hours. This doesn't mean 7 hours will be fully used each month. If the Client wants to go above their 7 hours, they will be charged at $150/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 30 hours/month.
Retainer & Program Termination: The Client is only able to terminate the retainer and program service after the 3-month commitment period. If the Client decides to terminate the Agreement before the 3-month commitment, they will be responsible for a $1000 cancellation fee. If the Client decides to terminate the Agreement after the commitment period, they must provide written notice 1 month prior to the end date.
Changes in Scope of Work: The Client may request additional work be added to the Scope of Work outlined in this Agreement. If the Client requests such additional work, the Manager may, in its sole discretion, agree to the increased Scope of Work for an additional fee of $150 per hour or that will be agreed upon in writing prior to beginning such additional work.
7. TERMINATION
Consultant is committed to providing quality service to all Clients. However, from time to time, situations arise that require the Consultant to terminate the Agreement before the Term ends. As such, Consultant reserves the right to terminate the Agreement “for cause” at any time during the Agreement, which includes, but is not limited to, the following causes: 1) Client fails to follow Program guidelines; 2) Client is abusive or harasses Consultant or other members of Consultant; 3) Client refuses to pay or does not pay within the schedule outlined in Section 8 above; 4) Client proves to be difficult to work with and/or does not attend the scheduled Consulting calls; 5) for any other legitimate business purposes in the best interest of Consultant. If any of the following causes trigger Consultant to terminate the Agreement, Client is still liable to pay the entire cost of the Agreement.
If Client has extenuating circumstances and needs to terminate the contract before the Term ends, the Client will be responsible for paying a $1000 cancellation fee.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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
19. 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.
20. 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.
21. 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.
22. 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.
23. 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.