In consideration of the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
- Appointment. The Company hereby appoints the Agency, and the Agency hereby accepts such appointment, to perform such services as may be requested or as it deems appropriate, pursuant to the terms and conditions of this Agreement.
- Services. The Agency shall provide strategy for and shall execute all components of services. The program will consist of the services and elements listed in the Proposal (the “Services”). If the Company requests additional Services not described in the Prosal, the Agency shall propose an addendum to this Agreement titled Addendum A, Addendum B, etc., and additional fees outlined in these Addendums shall apply.
- Staffing.The Agency will maintain in its employ, or otherwise have available to it, personnel sufficient in number and adequate in ability to perform the Services in accordance with this Agreement. TheAgency shall designate one of the agency’s personnel to act as Company liaison the services to be provided, such liaison shall not be removed without 10 days’ notice to Company. The Agency will have the exclusive right to direct and control its personnel and/or third parties providing the Services, other than in respect of the Company’s right, as the recipient of the Services, to supervise the performance of the Agency under this Agreement.
- Non-Exclusivity. The Company expressly understands and agrees that the relationship with the Agency is on a non-exclusive independent contractor basis for the Services and that the Agency shall not be prevented, barred or limited from rendering services of the same nature or of a similar nature to those described in this Agreement, or of any nature whatsoever, for or on behalf of any person, firm, corporation, or entity other than the Company during the Term.
- Term and Termination. Unless otherwise terminated as provided herein, this Agreement shall be in effect for a term of three months commencing on the day of execution of this agreement (“the Initial Term”). There to after, unless either party provides notice of termination 30 days prior to the end of the Initial Term or any Renewal Term, resulting in termination of this Agreement effective on the three-month anniversary of this Agreement, or this Agreement is otherwise terminated as provided herein, this Agreement shall automatically renew for successive one month periods (each a “Renewal Term”) unless notice of termination is received 30 days prior to the end of any Renewal Term.Together, the Initial Term and the Renewal Term are the “Term.” At the end of the Term, or upon termination thereof, Agency shall transfer all Company materials, including all materials created on behalf of the Company in connection with the Services, to Company within 5 business days thereof.
Compensation.(A) Compensation. As compensation for the Services rendered pursuant to this Agreement, Client agrees to pay the Agency the Fees outlined in the Proposal and follow up addendums(B) Expenses. In addition to the Monthly Services Fee, certain other costs and expenses may be incurred by the Agency in connection with the Services and the Company agrees to reimburse the Agency, subject to the terms herein below, for all such expenses. Examples of these expenses include, but are not limited to images, wire fees, travel and support for events, international calls, copying, binding, domestic and international postage (including costs for overnight delivery) and related administrative costs and other activities requiring incremental expenses. These costs and expenses will be billed, as incurred, to the Company. In the event that substantial charges may be incurred, Agency may ask for a deposit prior to incurring these costs. Payment for expenses will be itemized on the following monthly invoice and are payable on the first business day of the following month. No fee in excess of $100 shall be incurred without the prior approval of Company.(C) Late Fees. The Agency reserves the right to suspend and/or terminate (at its sole option) its Services and this Agreement and will charge a late fee of 1.5% per month, in the event the Company fails to pay any Agency invoice within 30 days of the payment due date.
- Limitation of Liability. It is expressly acknowledged that no representations are made or guarantee given by the Agency as to the ultimate success of any service or other action undertaken by the Agency. Each party hereby disclaims any and all other representations or warranties not expressly set forth herein and all implied warranties of any kind, including, but not limited to, warranties of merchantability or fitness for a particular purpose. In no event with exception of monies owed for Services performed or refund of fees paid for Services not provided, will the aggregate damages claimed by the either party under this Agreement exceed $5,000 US Dollars. Neither party shall be liable, in any way to the other party or any other person for any lost profits or revenue, loss of use, loss of data or costs of procurement of substitute services or similar economic loss, or for any punitive, indirect, special, incidental, consequential or similar damages of any nature, whether foreseeable or not.
Indemnification. The agency and its directors, officers, partners, employees, attorneys and agents, shall be indemnified, held harmless, and defended from and against any and all claims, demands, causes of action, liabilities, and losses that may be imposed upon, incurred by, or asserted against any of them arising out of or related to this agreement. The Agency will defend, indemnify and hold Company harmless from and against any and all losses, liability or expense (including without limitation court costs and reasonable attorneys’ fees) incurred by Company arising out of or relating to any third party claim, suit or action that the Services furnished by Agency under this Agreement infringes any third party’s US copyright or trademark, or misappropriates any third party’s trade secret as recognized by any US state law; provided that such claim is not primarily based on Company materials provided by Company to Agency and that Company:(i) notifies Agency promptly in writing of such claim,(ii) gives Agency sole authority and control of the defense or settlement of such claim, and(iii) provides Agency all reasonable information and assistance requested by Agency (at Agency’s reasonable expense).
Confidentiality.(A) The Agency agrees to maintain the confidentiality of Company’s confidential information furnished in oral, visual, written and/or other tangible form and shall not disclose such information to any third party, except as authorized by Company, and shall only use such confidential information as necessary to perform Agency’s obligations under this Agreement, and solely for the Company’s benefit.(B) The Company agrees not to disclose the details of this Agreement, including fees associated with services rendered.(C) Notwithstanding the foregoing, the fact that the Company has retained the Agency as its agency shall not be considered confidential and the Company explicitly agrees to allow Agency to disclose the relationship in all public materials.
Miscellaneous.(A) This Agreement constitutes the entire agreement between the parties with respect to the subject herein and all other subject matter hereof and merges all prior and contemporaneous communications. It shall not be modified except by a written agreement signed by each of the parties’ respective duly authorized representatives.(B) All notices and other communications provided for or permitted in this Agreement will be made in writing by e-mail: [Sender.Email](C) The failure of a party to this Agreement to insist upon strict adherence to any of the terms of this Agreement on any occasion will not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or other term of this Agreement. Any waiver must be in writing.(D) This Agreement, the rights of the parties in, under and to this Agreement and any dispute or action relating to this Agreement (whether in contract, tort or otherwise) will be governed by, construed and enforced in accordance with the laws of the Commonwealth of Virginia. Any legal actions, suits or proceeding arising out of this Agreement (whether arising in contract, tort or otherwise) will be brought exclusively in a federal or state court located in the Commonwealth of Virginia, Fairfax County. In the event of any legal action, suit or proceeding, the parties waive their right to a jury trial.(E) The Company explicitly agrees that in the event it fails to make timely payments when due under this Agreement or otherwise fails to perform hereunder, the Company shall pay all attorneys’ fees and costs incurred by the Agency in enforcing its rights hereunder. (F) This Agreement will inure to be the benefit of and will be binding upon the parties, their respective successors, permitted transferees and assigns.(G) Each of the Company and the Agency certifies that neither party has any authority to act for or bind the other party except as expressly provided for in this Agreement.(H) To the extent that any provision of this Agreement or the application thereof is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such a provision under other circumstances, will be unaffected and will continue in full force and effect unless the invalid or unenforceable provision is of such essential importance for this Agreement that it is to be reasonably assumed that the parties would not have concluded this Agreement without the invalid or unenforceable provision. (I) This Agreement may be executed in counterparts(II) Sections 6-11 shall survive termination or expiration of this Agreement.