Effective Date: {date}
Partie
PARP
Parties: Kierra Conover
KLC THE STUDIO LLC
Kierra@klcthestudio.com
(“Consultant”)
and
{clientName}
{businessName}
(“Client”)
INTRODUCTION
This is an Agreement between KIERRA CONOVER, in her capacity as owner of KLC THE STUDIO, (“Consultant”) and {clientName} in her capacity as owner of {businessName} for one-on-one consulting services. This Agreement has been reached after an offer and acceptance was made to {clientName} (“Client”), and in exchange for adequate consideration.
KLC THE STUDIO is a company that provides prospective and actual business owners with business and marketing support and consulting. KLC The studio offers three-month 1-on-1 Voxer consulting program to individual clients (the “Program”).
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 business. This will be done through interactions between the Consultant and Client throughout the Term of this Agreement.
Consultant hereby agrees to provide Client with the Program in exchange for payment and performance of Client’s Responsibilities (hereinafter defined). Client agrees to make all payments and abide by all policies and procedures as a condition to this Agreement.
By signing this Agreement, Client hereby acknowledges all policies and procedures contained within this document and expresses assent to the following terms:
2. TERM
This Term of this Agreement shall be three (3) months, from (“Start Date”). This Agreement will not take effect and the Consultant will have no obligation to provide services until 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 client agreement or else this contract shall be deemed null and void. In the event that circumstances covered by Section 6 (Rescheduling Policy) arise, this Agreement shall terminate within 30 days of the original End Date, regardless of whether Client has completed all rescheduled Consulting calls.
3. DISCLAIMER + Consulting DEFINITION
The Consultant is not an employee, manager, lawyer, accountant, psychiatrist, psychologist, therapist, public relations manager, social media manager, doctor, counselor, business operations manager, financial analyst, business executive, or other agent of Client’s business. Client understands that Consulting is working one-on-one with the Consultant to help Client think through and analyze decisions and assist Client with finding his/her own direction. The Consultant may offer her opinion regarding decisions, but it is the responsibility of Client to make the final decision and choose the best option for his/herself.
Although the Consultant may offer Client tools to help improve all aspects of Client’s business, the Consulting services in this Program are specific and limited in nature, pursuant to Section 4 of this Agreement. 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”).
Consulting Services do not include: 1) procuring business or potential clients for Client; 2) performing any business management services for Client, such as accounting, operations, research, or development; 3) therapy sessions in the form of psychotherapy, psychoanalysis, or behavioral therapy; 4) publicity, public relations and/or social media marketing services; 5) legal or financial advice; 6) introduction to Consultant’s professional network and business relationships.
Client hereby acknowledges that Client is solely responsible for the amount and type of income that Client generates by implementing techniques and advice provided by Consultant. Client also acknowledges that Consultant cannot and does not guarantee that implementation of the Consulting Services and Program will provide Client with an ideal resolution or perfect life. Client also agrees that he/she is solely responsible for any decision to leave his/her other career, job or profession in order to pursue Client’s business idea and indemnifies Consultant from any liability regarding said decision.
4. Consultant’s RESPONSIBILITIES
Consultant promises to offer Consulting Services (as defined in Section 3) as part of the Consulting Program. Consulting Services include two (2) 1-hour sessions via Zoom, which will take place twice during the Term of this Agreement. Consultant also agrees to provide additional feedback in the form of text and voice messages on a private Voxer channel with Client, which will occur throughout the hours of 9am and 4pm PST Monday through Friday (“Office Hours”). Consultant will review and respond to all inquiries on Slack during said Office Hours only.
Consultant promises to manage the process of each Consulting call, although the content of each call will vary and is dependent on the Client’s goals.
The Consultants program includes:
(2) 60-minute strategy sessions
Access to Voxer Channel for ongoing consulting support
5. 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 two (2) Consulting calls 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;
Assigning a team member to attend each Consulting call at the scheduled date, on time;
Immediately rescheduling any Consulting calls if necessary and adhering to the rescheduled time and date;
Taking 100% responsibility for Client’s results, 100% of the time.
Client also acknowledges the following
Consultant will provide feedback on content but will not be responsible for writing or creating content of any kind. Content is defined as sales page copy, graphic design, social media copy, email copy, blog copy, linkedin copy.
If client wants consultant to create content as defined above then client can purchase additional agency services from consultant.
If client wants feedback on their content they must use the proper tools provided by consultant to submit content. Client may submit content any day of the week and Consultant will review clients content and provide feedback on Tuesdays & Thursdays.
6. RESCHEDULING POLICY
A big component of success is discipline and commitment. In order to achieve optimal results under this Program, Client should commit to the schedule as follows:
This is a three-month (3-month) Agreement, consisting of two (2) one-hour calls, one call at the start of the contract and the other midway through. Each Consulting call will be booked at the discretion of the client. Client is responsible for scheduling the call.
Consultant understands that sometimes, “life happens.” In order to accommodate situations that unexpectedly arise, Consultant agrees to allow up to one (1) rescheduled calls. All requests to reschedule a call must be made no later than 24 hours before the scheduled call. All requests to reschedule must include a date and time within a week at which the rescheduled call can take place, which Client must schedule with Consultant’s scheduling link. Failure to do so shall result in Client forfeiting that month’s Consulting call with no money back. Any “no-shows” will also result in forfeiture of that month's Consulting call with no money back. Calls cannot be rescheduled beyond the 3-month Term of this Agreement,
7. REFUND POLICY
All deposits and payments are non-refundable. Client will be auto-enrolled in autopay at the time of initial payment.
8. PAYMENT & FEES
The Fee for the Consulting Service and Program must be paid as follows:
Late Fees – Consultant understands that, from time to time, there are issues with payment. All payments must be received by Consultant within five (5) days of the due date for that installment. Any payments not received within 5 days of their due date shall be subject to a late fee of $200.00 USD. After the initial late fee, client will incur an additional $100 every five (5) days until full payment is rendered. Any payments not received within 30 days of their due date will result in Client’s breach of this Agreement and may result in termination of Consulting Services.
9. 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 $800 cancellation fee.
10. CONFIDENTIALITY, INTELLECTUAL PROPERTY, LIMITED LICENSE
Confidential Information -
KLC THE STUDIO takes pride in its proprietary information included in each Program. As such, Client agrees and acknowledges all Confidential Information shared through this Program and by the Consultant is confidential, proprietary, and belongs exclusively to KLC THE STUDIO.
Confidential Information includes, but is not limited to:
Any systems, sequences, processes or steps shared with Client;
Any information disclosed in association with this Agreement;
Any trade secrets in connection with the Program or KLC THE STUDIO business practices.
Client agrees not to disclose any of KLC THE STUDIO. and/or Consultant’s Confidential Information.
KLC THE STUDIO. also takes seriously its responsibility to protect Client’s personal information and privacy. As such, consider this a mutual non-disclosure agreement. KLC THE STUDIO. agrees not to disclose any of Client’s personal information.
However, from time to time, KLC THE STUDIO. may use general statements about Client’s success as social proof and part of its marketing strategy. By signing this Agreement, Client agrees to Consultant sharing Client’s success stories on social media. Consultant may also ask Client to provide testimonials about KLC THE STUDIO., the Consultant, and the Program, via video, audio or written testimonials. Both parties will keep Confidential Information in the strictest confidence and shall implement the best effort to protect Confidential Information to protect it from disclosure, misuses, misappropriation, loss, and theft. Consultant will not disclose any of Client’s personal information to third-parties without prior written consent.
Intellectual Property -
KLC THE STUDIO.and its Programs may use free stock photography as part of its design. All stock images used have an irrevocable, non-exclusive copyright license to download, copy, distribute, use and modify the photos for free, including for commercial purposes. Use of said stock photography is permissible under applicable laws without permission from the photographer or attributing the work to the photographer.
This website, content and products contain intellectual property owned by KLC THE STUDIO.and by third-parties that license some intellectual property to us. This Agreement is intellectual property owned by KLC THE STUDIO. Other examples of intellectual property found on our website and within our products and Services include, but are not limited to: trademarks, service marks, layout, logos, business name, design, text, written copy, certain images, podcast recordings, videos, audio files, and all of our paid products (collectively referred to as “Intellectual Property”). You shall not copy, publish, transmit, transfer, sell, create derivative works from, reproduce, or in any way exploit any of the Intellectual Property owned by KLC THE STUDIO and the third-parties described within this Section in either whole or part without prior written consent.
Limited License -
KLC THE STUDIO.grants only a limited license to Client to use the Intellectual Property. You acknowledge that any and all products or Services that you download are for your own personal and internal business use. You shall not copy, reproduce, transmit, modify, edit, create derivative works from, alter, sell, or share with others any products or parts of the Program without prior written consent or unless provided otherwise. KLC THE STUDIO.grants you a limited, personal, non-exclusive and non-transferable license to use the Program for your personal and internal business use.
Client holds limited license during the Term of this Agreement to use Consultant’s proprietary program. If the Client is also a business owner in a similar industry, Client must not misappropriate any of Consultant’s intellectual property and proprietary information in the following manner:
Teaching Client’s personal clients any of the information, methods, solutions, or formulae owned by Consultant and passing it off as her own;
Copying any of Consultant’s course material for Client’s personal use;
Copying, publishing, transmitting, transferring, selling, creating derivative works from, reproducing, or in any way exploiting any of the Intellectual Property owned by Consultant in either whole or part without prior written consent.
11. INDEMNIFICATION / LIMITATION OF LIABILITY
Consultant provides career guidance as part of her Program. Client hereby acknowledges that neither Consultant nor KLC THE STUDIO.is liable for any injuries that may arise from Client’s personal decisions based off of his/her participation in this program, including but not limited to: a decision to leave a job, leave a relationship, change their living environment, a decision to invest in an opportunity, a decision to start a business, any of Client’s business decisions, any of Client’s financial decisions. Client hereby agrees to indemnify and hold harmless both Consultant and KLC THE STUDIO.of any claims that may arise after participation in the Program.
12. MISCELLANEOUS
Amendments - We reserve the right to amend this Agreement from time to time. Any amendments must be agreed in writing and executed by both parties.
Headings & Severability - Headings are included for convenience purposes only and shall not affect the construction of this Agreement. If any portion of this Agreement is held to be unenforceable, it shall not affect the remaining portions of the Agreement, which shall remain in full effect. If any portion of this Agreement is held to be unenforceable, then the unenforceable portion shall be construed in compliance with applicable law in a light most favorable to the original intentions of the parties. If the unenforceable portion of the Agreement is found by a competent court of this jurisdiction to be contrary to law, then it shall be changed and interpreted to best reflect the original intentions of the parties, and all other provisions shall remain in full force and effect.
Entire Agreement - This Agreement reflects the entire agreement between the parties. This Agreement trumps any other existing negotiations, communications or Agreements between the parties, whether written, oral, or electronic, and is the full extent of the Agreement between the parties.
All Rights Reserved - All rights not expressly granted in this Agreement are reserved by us.
Governing Law - KLC THE STUDIO.is located in the United States and is subject to the applicable laws governing the United States. The governing law for this agreement is the laws of CALIFORNIA
Arbitration - Any disputes arising under this Agreement shall first be resolved through a binding arbitration.
Execution - This Agreement may be signed in counterparts. Signatures sent via facsimile and electronic signatures shall be deemed valid.
I agree to the terms and conditions of this contract.