By signing this Agreement, ("Client") has retained the service providers Naomi Hall and Sandi Griffith of The LadyBoss Collective, ("The Collective") to proceed with the requested services, and agrees to the terms and conditions as set forth within this agreement.
The parties agree as follows:
1. TERMS.
The Collective will provide services including:
Podcast Launch Services
Each request for services should be submitted to the The Collective by communication source agreed upon by Client and The Collective.
The Collective will be available to complete tasks Monday through Thursday between 8am - 5pm Pacific Standard Time, except on holidays (New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day After Thanksgiving, Christmas Eve, Christmas Day, and New Year’s Eve) and scheduled days off. Client will be notified of anticipated days off at least 7 days prior.
Tasks assigned by the Client should include deadlines where possible, which the The Collective will accommodate as closely as possible dependent upon availability. If more time is needed, the The Collective will inform the Client as soon as possible and give an estimated deadline on when the task will be completed. All time-sensitive tasks should be discussed in advance and are subject to the The Collective’s availability.
Rush Jobs. we understand that no matter how much we plan, things pop up and must be dealt with immediately. We charge a 25% surcharge for rush jobs that or given with less than 24 hours’ notice and a 50% surcharge for rush jobs that occur in the evenings, weekends and holidays. We reserve the right to refuse rush jobs if we are unable to meet the demands of the project scope and will do our best to find an alternative solution if possible.
Recording of Calls: Client acknowledges that calls may be recorded for purposes of fulfilling this Agreement.
2. TERMINATION. Either Party may terminate this agreement upon fifteen (15) days written notice to the other Party. Upon Termination, The Collective shall invoice Client for any payment due, and payment will be due immediately upon receipt. Notwithstanding that each Party may terminate the Agreement immediately without prior notice in the event of a breach of this Agreement by the other Party.
*In the event of Client abuse, Client understands that the The Collective will terminate this agreement immediately and without any refund given for unused time. Client abuse includes, but is not limited to: Harassment of any nature; Undermining or deliberately impeding The Collective’s work; Threats or implications of harm; Interfering with The Collective’s other Client relationships; Stalking, Verbal or written abuse. *
*In the event that a fifteen day written notice is not provided, Client will provide The Collective with a 25% surcharge based on contract amount.
3. PAYMENT.
In exchange for the Services and the other obligations described in this agreement, the Client shall pay The Collective $3000.00 as a one time fee. Such payment is due in advance on the 1st day of when the contract was signed, which is the date that service will begin. Payment must be made before services are rendered.
A grace period of 5 days will be allotted to accommodate the Client. If payment for Services is not received within 5 days, the The Collective reserves the right to terminate this agreement immediately.
If the Client terminates this agreement, the Client may continue using the The Collective for the remaining time which they have paid. If the The Collective terminates this agreement, the The Collective shall provide refund to the Client on a prorated basis.
4. CONFIDENTIALITY. This Agreement is considered a mutual non-disclosure agreement. Both Parties agree not to disclose, reveal or make use of any information learned by either party during discussions, sessions, or otherwise. Client acknowledges that Service Provider may share confidential information with Service Provider’s contractors or representatives solely for the purpose of fulfilling the obligations of this Agreement. Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party. Both Parties shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information. The obligation of the Parties hereunder to hold the information confidential does not apply to information that is subsequently acquired by either Party from a third party who has a bona fide right to make such information available without restriction. Both Parties agree that any and all Confidential Information learned as of the date of purchase shall survive the termination, revocation, or expiration of this Agreement.
6. INTELLECTUAL PROPERTY RIGHTS. If the The Collective creates anything original for the Client, such as research projects, reports, templates, spreadsheets, forms, new inventions, original works of authorship, developments, concepts, improvements, whether or not patentable or registrable under copyright or similar laws, or other intellectual property of the Client (collectively, “Creations”) the The Collective hereby acknowledges that such Creations are “work made for hire” as that term is defined in the United States Copyright Act. To the extent any Creations are not deemed to be work made for hire, the The Collective will and hereby does assign all of their right, title and interest in such Creations to the Client.
7. RELATIONSHIP OF PARTIES. It is understood by the parties that Service Provider is an independent contractor with respect to the Client and not an employee. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Service Provider.
8. DISCLAIMER OF WARRANTIES. The Services provided to the Client by the Service Provider under this Agreement are provided on an “as-is” basis, without any warranties or representations express, implied or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability or fitness for a particular purpose.
9. INDEMNIFICATION. Each party shall indemnify, defend, and hold harmless the other, its current and former employees, or agents, from and against any claims, including third party claims, demands, loss, damage, liability, or expense (including attorney’s fees) relating to a) the negligence, recklessness, or willful misconduct of the indemnifying party or any party under direction or control of the indemnifying party, b) a material breach of this Agreement by the indemnifying party, or c) the damage, loss, or destruction of any property, profit, or revenue (both real or imagined) of the indemnified party, or its clients.
10. NON-DISPARAGEMENT. The Parties agree and accept that the only venue for resolving a dispute shall be in the venue set forth herein below. The Parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. Neither Client nor any of Client’s associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Service Provider or any of its programs, affiliates, subsidiaries, employees, agents or representatives.
11. DISPUTE RESOLUTION. If a dispute is not resolved first by good-faith negotiation between the parties to this Agreement, any controversy or dispute to this Agreement will be submitted to the American Arbitration Association. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place in Chicago, Illinois or via telephone. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.
12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, regardless of the conflict of laws principles thereof.
13. MISCELLANEOUS.
(a)No Assignment. Neither party may assign any of its rights or delegate any of its obligations under this agreement without the prior consent of the other party. Any purported assignment or delegation in breach of this Section 7(a) will be void.
(b)Amendments. No amendments, changes, modifications, or waivers to this agreement will be effective unless in writing and signed by both parties.
(c)Entire Agreement. This agreement represents the entire understanding between the parties with respect to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties.
The parties have caused this Agreement to be signed by their duly authorized representatives as of the Effective Date.