ARTICLE 1 SCOPE OF WORK
1.1 Services. The Company (You) has engaged Consultant (elevate29) to provide services in connection with the Company’s sales, marketing and business operations. Consultant will provide the services that are outlined in the “Scope of Work” that the consultant is providing to the Company as part of this proposal.
1.2 Time and Availability. Consultant shall have discretion in selecting the dates and times it performs such consulting services throughout the month giving due regard to the needs of the Company’s business and the delivery dates outlined on the “Scope of Work” that the Consultant is providing to the Company. If the Company deems it necessary for the Consultant to provide more work, the Consultant is not obligated to undertake such work until the Consultant and Company have agreed on a rate of compensation based on the work needed.
1.3 Confidentiality. In order for Consultant to perform the consulting services, it may be necessary for the Company to provide Consultant with Confidential Information (as defined below) regarding the Company’s business and products. The Company will rely heavily upon Consultant’s integrity and prudent judgment to use this information only in the best interests of the Company.
1.4 Standard of Conduct. In rendering consulting services under this Agreement, Consultant shall conform to high professional standards of work and business ethics. Consultant shall not use time, materials, or equipment of the Company without the prior written consent of the Company. In no event shall Consultant take any action or accept any assistance or engage in any activity that would result in any university, governmental body, research institute or other person, entity, or organization acquiring any rights of any nature in the results of work performed by or for the Company.
ARTICLE 2 INDEPENDENT CONTRACTOR
2.1 Independent Contractor. Consultant is an independent contractor and is not an employee of the Company. The manner in which Consultant’s services are rendered shall be within Consultant’s sole control and discretion. Consultant is not authorized to speak for, represent, or obligate the Company in any manner without the prior express written authorization from an officer of the Company.
2.2 Taxes. Consultant shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement. Neither federal, nor state, nor local income tax, nor payroll tax of any kind, shall be withheld or paid by the Company on behalf of Consultant. Consultant understands that she is responsible to pay, according to law.
2.3 Benefits. Consultant and Consultant’s employees will not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plan of the Company. No workers’ compensation insurance shall be obtained by Company covering Consultant or Consultant’s employees.
ARTICLE 3 COMPENSATION FOR CONSULTING SERVICES
3.1 Compensation. The Company shall pay to Consultant the amount outlined to the Company per the terms outlined in the “Scope of Work”.
3.11 Increments. Unless otherwise stated: Projects are billed on an hourly basis, in 30-minute increments. elevate29 offers retainer-based work as well. Retainers are offered on a pre-defined work load at a set hourly or monthly rate. Retainer work is on a “use it or lose it” basis. elevate29 schedules all retainer work ahead of time each month, which means that unused time may be lost.
3.2 Reimbursement. The Company agrees to reimburse Consultant for all actual reasonable and necessary expenditures, which are directly related to the consulting services. These expenditures include, but are not limited to, expenses related to travel (i.e., airfare, hotel, temporary housing, meals, parking, taxis, mileage, etc.), telephone calls, and postal expenditures. Expenses incurred by Consultant will be reimbursed by the Company within 15 days of Consultant’s proper written request for reimbursement.
3.21 Third-party Costs. elevate29 often uses third-party tools, images, services, etc. in the performance of its work. All third-party costs are paid by the client and will be invoiced by elevate29. Example would include images purchased for your website, PR submission services, SEO subscription tools, web hosting services, etc. Third-party services, as described herein, does not refer to subcontractors used in the performance of consulting services, if any.
3.3 Refunds. No refunds are provided.
ARTICLE 4 TERM AND TERMINATION
4.1 Term. This Agreement shall be effective as of the effective date provided in the “Scope of Work” and shall continue in full force and effect for the duration outlined in the “Scope of Work”. The Company and Consultant may negotiate to extend the term of this Agreement and the terms and conditions under which the relationship shall continue.
4.2 Termination. The Company or Consultant may terminate this Agreement for “Cause,” after giving the other party written notice of the reason. Cause means: (1) Either party has breached the provisions of this Agreement in any respect and the breach continues for 30 days following receipt of a notice from the offended party; (2) Either party has committed fraud, misappropriation, or embezzlement in connection with their business; (3) Consultant or Company Officers have been convicted of a felony; or (4) Consultant’s or Company representatives’ use of narcotics, liquor, or illicit drugs has a detrimental effect on the performance of his or her employment responsibilities, as determined by the other party.
4.21 Thirty-day Out. Within 30 (thirty) days from agreement signing, for all retainer-based and extended term-commitment projects greater than six months, Company may opt out of the Services Agreement for any reason, subject to all monies owed up to the point of cancellation being current and paid in full. The opt-out provision is only available for the first Services Agreement. If Company renews a previous Services Agreement or employees elevate29 for additional services, there is no opt-out provision.
4.3 Responsibility upon Termination. Any equipment provided by the Company to the Consultant in connection with or furtherance of Consultant’s services under this Agreement, including, but not limited to, computers, laptops, and personal management tools, shall, immediately upon the termination of this Agreement, be returned to the Company.
4.4 Survival. The provisions of Articles 5, 6, 7, and 8 of this Agreement shall survive the termination of this Agreement and remain in full force and effect thereafter.
ARTICLE 5 CONFIDENTIAL INFORMATION
5.1 Obligation of Confidentiality. In performing consulting services under this Agreement, parties may be exposed to and will be required to use certain “Confidential Information” (as hereinafter defined) of the other party. Parties agree that they will not use, directly or indirectly, such Confidential Information for the benefit of any person, entity, or organization other than the disclosing party, or disclose such Confidential Information without the written authorization of the disclosing party, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information.
5.2 Definition. “Confidential Information” means information not generally known and proprietary to the Company or Consultant or to a third party for whom the Company or Consultant is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formulae, source codes, plans, devices or material, research and development, proprietary software, analysis, techniques, materials, or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of the Company or Consultant, any vendor names, customer and supplier lists, databases, management systems and sales and marketing plans of the Company or Consultant, any confidential secret development or research work of the Company or Consultant, or any other confidential information or proprietary aspects of the business of the Company or Consultant. All information which the receiving party acquires or becomes acquainted with during the period of this Agreement, whether developed by receiving party or by others, which receiving party has a reasonable basis to believe to be Confidential Information, or which is treated by the disclosing party as being Confidential Information, shall be presumed to be Confidential Information.
5.3 Property of the Company. Consultant agrees that all plans, manuals, and specific materials developed by the Consultant on behalf of the Company in connection with services rendered under this Agreement, are and shall remain the exclusive property of the Company once complete and final payment for such services are in possession of Consultant. Promptly upon the expiration or termination of this Agreement, or upon the request of the Company, Consultant shall return to the Company all documents and tangible items, including samples, provided to Consultant or created by Consultant for use in connection with services to be rendered hereunder, including, without limitation, all Confidential Information, together with all copies and abstracts thereof.
ARTICLE 6 RIGHTS AND DATA
All drawings, models, designs, formulas, methods, documents, and tangible items prepared for and submitted to the Company by Consultant in connection with the services rendered under this Agreement shall belong exclusively to the Company and shall be deemed to be works made for hire (the “Deliverable Items”). To the extent that any of the Deliverable Items may not, by operation of law, be works made for hire, Consultant hereby assigns to the Company the ownership of copyright or mask work in the Deliverable Items, and the Company shall have the right to obtain and hold in its own name any trademark, copyright, or mask work registration, and any other registrations and similar protection which may be available in the Deliverable Items. Consultant agrees to give the Company or its designees all assistance reasonably required to perfect such rights. Original works or templates created by Consultant prior to this engagement that are used in the creation of said deliverables remain the exclusive property of Consultant.
ARTICLE 7 NON-SOLICITATION
7.1 Non-Solicitation. Consultant covenants and agrees that during the term of this Agreement, Consultant will not, directly or indirectly, without prior written approval by the Company, through an existing corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit, hire for employment or work with, on a part-time, consulting, advising, or any other basis, other than on behalf of the Company any employee or independent contractor provided by the Company while Consultant is performing services for the Company.
ARTICLE 8 RIGHT TO INJUNCTIVE RELIEF
Consultant acknowledges that the terms of Articles 5, 6, and 7 of this Agreement are reasonably necessary to protect the legitimate interests of the Company, are reasonable in scope and duration, and are not unduly restrictive.
ARTICLE 9 GENERAL PROVISIONS
9.1 Construction of Terms. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.
9.2 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of Colorado.
9.3 Complete Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.
9.4 Dispute Resolution. If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney’s fees and expert’s fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved.
9.5 Modification. No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.
9.6 Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.
9.7 Successors and Assigns. This Agreement may not be assigned by either party without the prior written consent of the other party. The benefits and obligations of this Agreement shall be binding upon and inure to the parties hereto, their successors and assigns.
9.8 No Conflict. Consultant warrants that Consultant has not previously assumed any obligations inconsistent with those undertaken by Consultant under this Agreement.
10.0 Abandonment. If Company fails to meet a deliverable (e.g. provide original content, contribute topics, attend meetings, etc.) for more than 15 days, the project may be deemed, “Abandoned”, and no further work is required. All money paid will be forfeited, and Company agrees to pay for any shortage on hours worked but not yet paid for + unreimbursed out of pocket expenses.
11.0 Errors and Omissions. It is the Company’s ultimate responsibility to thoroughly review the work in progress and final product or service before approving it. elevate29 will do its best to identify and eliminate any content-related error and omission. However, elevate29 is not responsible should any such error or omission go undetected and become a part of the final materials.
11.1 Corrections. elevate29 will correct errors related to marketing components that resulted from elevate29 oversight within 30 days of project completion.
12.0 Indemnity. The Company agrees to indemnify and hold harmless elevate29 from any loss, expense, and damages arising out of workmanship or violation of copyright or trademark laws from the illegal use of images, photographs, slogans, trademarks, or graphical work supplied by the Company.
12.1 Search Engine: elevate29 has no control over search engine ranking and does not guarantee a presence of any developed or hosted website on any search engine.
12.2 SEO, Adwords & Pay Per Click (PPC) Services: elevate29 makes no guarantees or warranties on Adword performance, ad positioning or results, and you agree to indemnify and hold harmless elevate29 from any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with the performance of these services, including changes made by Facebook, Google, etc. It is your responsibility to maintain good standing with regard to your Ad Service account, including the Google Grant program (non-profits), when applicable.
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