1. PROGRAM SERVICES/DETAILS

1.1 During this period, Service Provider agrees to devote up to contract plan amount on assignments to be determined by Client. Work normally be performed at the offices of the Service Provider, but occasionally may take place at other locations, as determined by Service Provider.  Work priority and scheduling will be at the discretion of Service Provider.  Work will normally occur between the hours of 9am to 4pm on weekdays.

1.2 Any unused hours will be rolled over to the next month as long as it is still within the contract time.

1. 3 If you have already used your guaranteed hours for current month you may borrow up to the equivalent of 1-month of hours from next month under contract. Additional hours over allotted borrowed amount will billed separately at the discounted amount of 10% off current rate.

1.4 Once your contract runs out, your remaining roll-­over hours will be handled as follows: 

A. Sign new contract before expiration or within 30 days of expiration of previous contract, than 100% of roll-over hours remain valid.

B. No new contract signed, all roll-over hours are forfeited.

1.5 Guaranteed hours are divided evenly throughout the monthly period. 

Example: 30 hour plans guarantees you approx 7.5 available hour per week. The reason we do this is so we can prioritize all retainer clients appropriately so everyone gets the best service and quality work. If time is available, you may have more than 7.5 hours during a given week.

1.6 Services not included: logos, identity systems, new website development or new website functions, printing, stock photography licensing, subcontractor fees (photographers etc) and travel expenses. These services will be quoted and billed separately.

2. COMPENSATION

2.1 The contracted amount shown above will be auto-drafted from your account on or about the 1st of the month. 

2.2 All credit card surcharge fees waived when using automated payment system. 

2.4 A late fee equal to $45 will be added to every payment not paid/successfully auto-charged within 10 days of the due date. 

 

3. TERM & TERMINATION

3.1 This Agreement shall have an initial term of 1 year (“Initial Term”), and will renew automatically on a month-to-month basis until terminated by written request of either party.

3.2 After the Initial Term, either party may terminate this Agreement at any time by giving the other party 30 days written notice. Client may terminate this Agreement if Freelancer fails to cure any default or breach of this Agreement within ten (10) days of receipt of notice of Client’s intent to terminate due to such deficient performance. 

3.3 Upon termination of this Agreement by either party or by abandonment, Freelancer shall be entitled to receive any compensation accrued and payable under the terms of this Agreement. If Client terminates this Agreement without cause during the Initial Term, all payments due during the Initial Term shall be accelerated and become due upon termination.

Client shall not be entitled to any refunds in full or in part for payments made under this Agreement for any reason, including but not limited to termination of this Agreement. All funds paid shall be considered compensation for services rendered. Partial or full refunds may be granted under extenuating circumstances at Freelancer’s discretion, but are not guaranteed. 

Any unused service hours included under any monthly retainer will not be refunded.

3.4 Force Majeure. Freelancer shall not be liable for delay or failure in the performance of its obligations under this Agreement if such delay or failure is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, inclement weather, accident, earthquakes, telecommunications line failures, pandemic or epidemic, electrical outages, network failures, acts of God, terrorism, civil commotion, or labor disputes.  

3.5 If Freelancer becomes unable to perform the Services due to sudden illness, incapacity, death, or other unforeseeable circumstance, Freelancer will endeavor to provide a replacement service provider (subject to Client’s approval) to perform the Services at the event under the terms of this Agreement. If no acceptable replacement service provider is found, Freelancer agrees to refund all deposits and payments made by Client. Client’s acceptance of such refund constitutes a waiver of any and all further recourse against Freelancer for failure to perform.  

4. NO GUARANTEE OF RESULTS

Client acknowledges and agrees that the Freelancer cannot guarantee the results or effectiveness of any of the Services. Freelancer disclaims any guarantees, express or implied, about the results of Freelancer’s performance of the Services, or Freelancer’s recommendation to take any action. Client acknowledges that any results obtained by Freelancer for other clients are not necessarily typical and are not a guarantee that Client will obtain the same or similar results by using Freelancer’s services.

5. FREELANCER’S LIMITED WARRANTY

Freelancer warrants that the Services shall be performed in a professional manner conforming to generally accepted industry standards and practices. Client agrees that Freelancer’s sole and exclusive obligation with respect to the Services covered by this limited warranty shall be, at Freelancer’s sole discretion, to correct the nonconformity or to refund any funds paid for the affected Services.

6. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

6.1 In performing the Services, Freelancer may have access to sensitive or confidential information related to Client’s business (“Confidential Information”). Freelancer agrees not to disclose or make use of any Confidential Information, directly or indirectly, except for the sole benefit of Client, as necessary to perform the Services, and in accordance with Client’s instructions. Freelancer shall not directly or indirectly disclose or make use of any Confidential Information after the term of this Agreement for any reason. Freelancer will use reasonable care in handling Client’s Confidential Information so that it does not enter the public domain. Freelancer will return all Confidential Information to Client upon termination of this Agreement.

6.2 Freelancer may disclose Confidential Information to the extent that: (i) it becomes publicly available or known by no fault of Freelancer; (ii) Client grants permission for such disclosure in writing; or (iii) Freelancer obtains the information from a third party, without breach of any obligation to the Client; (iv) disclosure is required by any court or government agency; (v) Freelancer reasonably believes that there is an imminent or likely risk of danger or harm to the Client or others; or (vi) it involves illegal activity.

6.3 “Confidential Information” of Client includes but is not limited to some or all of the following, whether in documentary, electronic or any other form: client lists; prospective client lists; sales leads; Client’s business methods and competitive strategies; information concerning the preferences, requirements, transactions, creditworthiness and characteristics of Client’s clients and prospective clients; pricing lists, policies and practices; sources of supply; negotiating strategies; computer software; technical information; sales techniques; financial information; financial reports; data; books and reports; specifications; strategic and technical data; marketing data; market research data; product research and development data; trade secrets; information concerning Client’s business plans; other information concerning Client’s finances, technology and operations; and any other information about or generated by Client which could, if disclosed, be useful to any competitors of Client. 

6.4 In receiving the Services, Client will have the benefit of proprietary systems, strategies and techniques developed by Freelancer (“Freelancer’s Proprietary Information”). Client acknowledges that Freelancer’s business relies on Freelancer’s ability to provide such insights to various clients. Client agrees not to disclose Freelancer’s Proprietary Information to any third party, directly or indirectly, during the term of this Agreement or after it ends.

6.5 Freelancer and Client agree that any breach of the terms of this section will result in irreparable injury to the injured Party for which monetary damages on their own would be inadequate. As such, the Parties agree that the injured Party shall have the right to seek an immediate injunction enjoining any breach or threatened breach of this section, notwithstanding any other limitation of liability in this Agreement.

7. INTELLECTUAL PROPERTY OWNERSHIP

7.1 As used in this Agreement, “Work Product” shall mean all data, materials, documentation, computer programs, inventions (whether or not patentable), patents, ideas, discoveries, products, designs, business methods, picture, audio, artistic works, and all works of authorship, including all worldwide rights therein under patent, trademark, copyright, trade secret, confidential information, or other property right, created or developed, in whole or in part, by Freelancer while retained by Client,  and within the scope of Freelancer’s retention by Client, whether or not developed during work hours.

7.2 Freelancer hereby assigns the sole and exclusive right, title and interest in and to the Work Product to Client. Client shall have the right to and hold in Client’s name patents, trademarks, copyrights, registrations, and any other protection available in the Work Product. This Assignment is expressly conditional of full payment of all amounts owed to Freelancer under this Agreement. If any amount under this Agreement is past due by thirty (30) days, this assignment shall be null and void.

7.3 Notwithstanding the foregoing, this Agreement shall not be considered an assignment of any inventions (i) that Freelancer developed entirely on Freelancer’s own time without using any of Client’s equipment, supplies, facilities, Trade Secrets or Confidential Information, and (ii) that do not relate to Client’s business or actual or anticipated research or development or result from any work performed by Freelancer for Client.   

7.4 At any time upon request by Client, Freelancer shall promptly disclose to Client in writing all Work Product conveyed, developed, conceived, created or made by Freelancer, individually or jointly, that relates in any way to the business conducted by Client.

7.5 To the extent any intellectual property developed or known by Freelancer prior to the Effective Date of this Agreement is contained in any Work Product that Freelancer delivers to Client or to Client’s customers, Freelancer represents and warrants that it has ownership in, or the right to use, such preexisting intellectual property and grants to Client an irrevocable, nonexclusive, worldwide, royalty-free license to (i) use and distribute, internally and externally, copies of, and prepare derivative works based upon, such preexisting intellectual property materials and derivative works thereof, and (ii) authorize others to do the same. 

7.6 Client hereby warrants and represents that it has ownership in, or the right to use all intellectual property provided to Freelancer for use in the Services and/or Work Product, including but not limited to images, graphics, and copy. Freelancer shall not be liable for any infringement of intellectual property rights of a third party that arises as a result of Freelancer using such intellectual property provided by Client in any part of the Services and/or Work Product.

8. INDEMNIFICATION

Client, at Client’s expense, shall release, indemnify and hold Freelancer and its directors, officers, shareholders, employees and agents, and the personal representatives and assigns of each, harmless from and against and all claims, suits, liability, cost and expenses, including without limitation, reasonable attorneys’ fees and expenses, in connection with any act or omission of Freelancer in providing the Services and/or arising out of any Work Product, unless due to negligence of the Freelancer. 

9. PUBLICITY

Client agrees that Freelancer may use the Client’s name, logo, and/or image (but not contact information or personal information) and materials created by Freelancer in performance of the Services in Freelancer’s advertising or promotional literature and may publish articles, blog posts or other advertising and promotional material relating to the Client and the Services, and Client hereby grants Freelancer a royalty-free license to such materials for such use. Freelancer agrees to limit the selection, timing, and method of release of any materials under this section as requested by Client. Client releases Freelancer from any and all liability, including but not limited to infringement of any right to privacy or right to publicity, relating to or arising out of publicity of Client’s name, logo, and/or image as permitted in this section.

10. LIMITATION OF LIABILITY

Except as expressly provided in this Agreement, Freelancer makes no guarantees, representations or warranties of any kind or nature, express or implied with respect to the Services. In no event shall Freelancer be liable to Client for any indirect, consequential or special damages. Freelancer’s entire liability for any breach of this Agreement, and Client’s sole remedy, shall be limited to the lesser of the total Contract Price or the amount actually paid by the Client to Freelancer under this Agreement.

11. INDEPENDENT CONTRACTOR

With respect to the Services provided hereunder, Freelancer will at all times be an independent contractor.  The Parties recognize and agree that Freelancer shall not be considered an employee of the Client for any purpose whatsoever.  With respect to any Services performed hereunder, nothing in this Agreement shall be construed to give Freelancer authority (i) to represent that Freelancer is an employee or agent of the Client, (ii) to bind the Client with respect to any contracts or agreements, or (iii) to represent the Client before any court or government or regulatory agency, without the prior, express written authorization of the Client.  

12. MISCELLANEOUS TERMS

12.1 Waiver. The waiver by either Party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach or default of the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default. 

12.2 Severability. If any provision or portion of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect, and the invalid provision or part shall be deleted as narrowly as possible to render this Agreement valid and enforceable. Furthermore, if the scope of any provision of this Agreement is determined to be too broad in any respect whatsoever to permit enforcement to its maximum extent, then such provision shall be enforced to the maximum extent permitted by law. 

12.3 Governing Law; Jurisdiction. This Agreement will be governed by and interpreted in accordance with the laws of the State of Pennsylvania without giving effect to its principles of conflicts of law, and the courts of York County, Pennsylvania shall have jurisdiction to hear and determine any dispute arising in relation to this Agreement.  Client agrees that any proceeding relating to this Agreement must be filed exclusively in the appropriate courts located in York County, Pennsylvania and Client submit to the jurisdiction of those courts and waives any objection based on an inconvenient forum or other reasons.

12.4 Assignment. Neither Party may assign, transfer, subcontract or delegate any right or obligation under this Agreement without the prior written consent of the other party.

12.5 Notices. All notices shall be in writing and deemed effective when received by either electronic mail or paper mail at the address of the party to be notified provided in the introductory provision of this Agreement.  Either party may change the address to which notices are to be sent by providing written notice to the other party as provided for in this section.  

12.6 Section Headings. Section headings are inserted for convenience only and shall not be used in any way to construe the terms of this Agreement.

12.7 Entire Agreement. This Agreement sets forth and constitutes the entire agreement of the Parties. No previous statement, promise, inducement, understanding, or agreement made by either party that is not contained in this Agreement shall be binding or valid. 

12.8 Amendments. This Agreement may be modified only by a written amendment signed by authorized representatives of both Parties.   

12.9 Tax Matters. As an independent contractor, Freelancer shall be solely responsible for payment of all federal or state income taxes or social security (FICA) for Freelancer, including social security or self-employment tax. 

12.10 No Insurance. As Freelancer is an independent contractor, Client will not be required to provide Freelancer with any employee, individual or group insurance policy or any other kind of insurance coverage including, but not limited to, workers compensation, general or public liability, or errors and omissions insurance.

12.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.