MASTER SERVICE AGREEMENT

 

THIS AGREEMENT is made as of the date below between the signed party (“Client”) and Heather Schaefer with Branding You Big, LLC (“Contractor”) (collectively as the “Parties”).

 

The Parties have agreed that Client would like to retain Contractor to serve as a Branding Strategy Coach and Graphic Designer. The Parties agree to the following:

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1. Term. This Agreement shall be effective as of the date signed below and shall continue until one party cancels service. If the project is monthly, recurring payments are automatically paid the same date as the signed invoice agreement.

 

Contractor represents and warrants that:

• Contractor will perform the Services: i) in a timely, diligent, professional, and workmanlike manner; ii) in accordance with the Agreement, iii) in a manner consistent with best practices in the industry; and, iv) in compliance with all applicable laws and regulations;

• Contractor has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein;

• Contractor has no other agreements with any other party that would conflict with this Agreement; and,

• Contractor is not authorized to enter contracts or agreements or create obligations on behalf of Client to third parties unless otherwise indicated by Client, in writing.

 

Client represents and warrants that:

• Client has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein;

• Client has no other agreements with any other party that would conflict with this Agreement;

• All elements of text, images, or other artwork provided by Client to Contractor: i) are either owned by Client or Client has obtained all necessary permissions or licenses for their use, and ii) do not infringe on the rights of any third parties, including trademark rights; and,

• Client is responsible for the accuracy, completeness, and propriety of all information provided by Client to Contractor.

• Compensation. Client shall pay Contractor the fees in US dollars as indicated in Exhibit A. Contractor will send an invoice to Client with a summary of all sums owed. All invoices are due upon receipt. All acceptable methods of payment will be indicated on the invoice.

 

Failure to pay may result in temporary or permanent suspension of Services.

In the event that Contractor incurs legal fees, costs, or disbursements in an effort to collect its invoices, in addition to interest on the unpaid balance, Client agrees to reimburse Contractor for all such expenses.

• Expenses. Client shall not be liable to Contractor for expenses paid or incurred by Contractor, except for those fees that the Parties agree to in writing.

• Changes/Revisions. This Agreement is limited to the Services outlined in Exhibit A. If Client requests new work or changes that are outside the original scope of the Services, Contractor will provide an estimate for the completion of such new work or changes.

• Relationship of the Parties. It is understood by the Parties that Contractor is an independent contractor. All work will be completed by Contractor or a member of Contractor's team. Contractor understands that Contractor is responsible to pay, according to law, Contractor’s income and employment-related taxes. Contractor agrees to submit a W-9. If Contractor is not a corporation, Contractor further understands that Contractor may be liable for self-employment (social security) tax, to be paid by Contractor according to law.

 

Neither Contractor nor Contractor’s agents shall be entitled to and waives any and all claims to any employee benefits as a result of Contractor’s relationship with Client. It is understood by the Parties that the relationship established by this Agreement is one of an independent contractor and not an employment relationship, joint venture, partnership, or otherwise.

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• Termination. This Agreement may be terminated, postponed, or delayed, in whole or in part, by the Parties upon 14 days’ written notice to the other party. In the event of a Termination, all work by Contractor will remain the property of Client. Upon termination, Client shall pay Contractor for the Services completed on a pro rata basis within 14 days of receipt of a detailed invoice sent via electronic or United States mail.

 

Upon termination by either party in accordance with any of the provisions of this Agreement, neither Party shall be liable to the other, because of the termination for damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investments, leases, or commitments in connection with the business or goodwill of Contractor or Client.

• Confidentiality. Contractor agrees to hold in strict confidence and not to disclose to others or use for any purpose (other than the performance of this Agreement and Services), either before or after termination of the Agreement, any confidential or proprietary information of Client, including, without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, any technical or business information, product formulas or specifications, login credentials, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research, or business of Client. Confidential information is not limited to a specific medium and can be oral, written, electronic, or physical in format. (“Confidential Information”).

 

Contractor shall not disclose Confidential Information to any third party in any form without Client’s prior written consent. Contractor shall not disclose Confidential Information to any personnel or agents without the need to know such information. Except as otherwise provided below, information shall not be considered confidential hereunder nor subject to the provisions of this section if it can be demonstrated: (i) to have been rightfully in Contractor’s possession prior to the date of the disclosure of such information to Contractor, if such prior possession was not otherwise subject to a restriction on disclosure; (ii) to have been in the public domain prior to the date of the disclosure of such information to Contractor; (iii) to have become part of the public domain by publication or by any other means except an unauthorized act or omission on the part of Contractor, or (iv) to have been supplied to Contractor without restriction by a third party who is under no obligation to maintain such information in confidence. Confidential Information shall not be deemed to be generally available to the public or in Contractor’s possession merely because it may be embraced by a more general disclosure, or merely because it may be derived from combinations of disclosures generally available to the public or in Contractor’s possession.

 

Upon Client’s request, Contractor shall return to Client any and all written or physical embodiments (including copies) of Confidential Information disclosed to Contractor by Client which is then in Contractor’s possession, custody or control. The confidentiality obligations set forth in this Agreement shall survive 10 years after termination or expiration of the Agreement.

• Ownership of Services. Contractor acknowledges that Contractor has no right, title, or interest in or to any Services produced hereunder. Contractor acknowledges that Contractor will make no claim to any right, title, or interest in any of the Services created hereunder. Contractor further acknowledges and agrees that Client shall own all rights, title, and interest in or to any Services produced hereunder.

 

For the avoidance of doubt and to further evidence the full ownership of the Services by Client, Contractor hereby assigns to Client all rights, title, and interest to the Services. Contractor agrees to assist Client with the enforcement of any proprietary rights over the Services, including the prompt execution of any additional documents that may be reasonably requested by Client.

• Client Designation. Client grants Contractor the right to use Client’s name and/or logo in Contractor’s marketing materials, which may include Contractor’s website.

• Disclaimer. Contractor has made every effort to ensure that all business services have been tested for accuracy and effectiveness. There is no guarantee that Client will see positive results to its business using the techniques and materials provided by Contractor. Contractor assumes no management responsibility for Client's decisions or for policies or practices that Client implements.

 

As part of the Services, Contractor will use techniques and methods that have proven successful in the past, in accordance with reasonable industry standards. This does not, however, guarantee that they will be successful for Client’s business. Because every audience and product is different, Contractor cannot guarantee specific performance of the Services.

• Data Security. To perform the Services, Client may provide Contractor with login credentials to certain accounts owned by Client. Contractor undertakes reasonable efforts to safeguard this information. At no time will Contractor claim any ownership right in such accounts. Client grants Contractor the authority to access these accounts to complete the Services. Client understands and agrees that Contractor is not responsible for any breach of data security for these accounts.

• Indemnification. Contractor agrees to defend, indemnify, and hold Client, its affiliated companies and its respective employees, officers, directors, trustees, and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs, and expenses (including reasonable attorneys’ fees and costs) which they suffer as a result of (i) the negligence or intentional misconduct of Contractor or (ii) Contractor’s breach of any provision of this Agreement (including any representation or warranty).

 

Client shall indemnify, defend, and hold Contractor harmless from and against any loss, liability, damage, or expense, including reasonable attorney's fees, incurred or suffered by or threatened against Contractor in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with Contractor's appearance or association with Client, unless such claim arises from Contractor's acts or omissions or arises from or is related to breach of any obligation and/or warranty made by Contractor hereunder.

• Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Wisconsin without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America.

• Assignment. This Agreement shall not be transferred or assigned, in whole or in part, by either Party to any third party without the express written consent of the other Party.

• Notice. Except as otherwise provided herein, all notices that either party is required or may desire to give the other party shall be in writing to the following addresses. Electronic mail is permissible, but will only be considered sufficient notice if the non-sending party affirmatively confirms receipt

 

Limitation of Liability. CLIENT AGREES THAT IT HAS USED CONTRACTOR’S SERVICES AT ITS OWN RISK. CLIENT RELEASES CONTRACTOR FROM ANY AND ALL CLAIMS OF DAMAGES THAT MAY RESULT FROM ANY CLAIMS ARISING FROM THIS AGREEMENT, ALL ACTIONS, CAUSES OF ACTION, CONTRACT CLAIMS, SUITS, COSTS, DEMANDS, AND DAMAGES OF WHATEVER NATURE OR KIND IN LAW OR IN EQUITY ARISING FROM THIS AGREEMENT. CONTRACTOR ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN ANY WRITTEN MATERIALS OR CORRESPONDENCE TO CLIENT.

 

Miscellaneous.

• If any of the provisions of this Agreement is or becomes illegal, unenforceable or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.

• Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.

• Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.

• Each party has participated in negotiating and drafting this Agreement, such that if any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if the parties had drafted it jointly, as opposed to being construed against a party by reason of the rule of construction that a document is to be strictly construed against the party on whose behalf of the document was prepared.

• The Agreement may be executed in several counterparts, all of which taken together will constitute one single agreement between the Parties. The parties expressly agree that with respect to this Agreement, a facsimile or electronic signature or executed document which has been formatted as a Portable Document Format (PDF) and electronically exchanged shall be binding upon the parties.

• This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the parties, whether written or oral, with respect to the subject matter, and may be modified or amended only by a writing signed by the party to be charged.