This Agreement for Marketing  Services (the “Agreement”) is between the Company indicated on the project estimate (“Client”) and Clarity Marketing Support, Inc. of 602 San Gabriel Overlook E. Georgetown, TX 78628 (the “Firm”) (together known as the “Parties”), for the performance of said Marketing Services (“Services”) and terms of business described below.

 

The Parties agree as follows:

 

The Client desires to engage the Services of the Firm;

 

1. Scope of Work:  A detailed Scope of Work is included in the estimate document. Changes to Scope: Once an authorization has been signed, changes to scope or timeline may be made, but the Client may incur additional costs at the firm’s discretion. These costs will be estimated in advance for Client approval (presented as a “change order”) and the Client will pay the Firm for all time incurred and materials purchased in the Client’s name as a result of changes made after approvals; or if the scope of work changes by Client request.

 

Other Projects. Any projects requested outside the scope of this Agreement will be assigned a project code and estimated separately by the Firm for Client approval. No work will be started or scheduled until the estimate is signed and payment rendered. 

 

2. Independent Contractor: This Agreement establishes an Independent Contractor relationship between them, that no employer/employee shall exist between Parties, and the Firm understands and agrees that she/he will be solely responsible for paying any taxes on compensation received from the Client.

 

3. Approvals: The Firm will require the Client’s approval on all estimates and works submitted under this agreement, before beginning any projects, incurring outside costs, at regular intervals during a project, upon completion of projects, and before making contracts with suppliers and making reservations or contracts for media space or time.

 

4. Term of Agreement. The term of this Agreement shall be for the timeframe as indicated in the estimate. 

5. Compensation. The Client shall pay a fee to the Firm for the performance of the Services to be rendered as outlined in the scope of work to the Client pursuant to the terms of this Agreement.

 

6. Billing and Payment: The Firm shall submit invoices for all fees. Invoices are due in advance unless other terms are arranged and indicated on the estimate form.  Payments will be made via ACH payment. Failure to pay according to the terms of this agreement will delay or stop work in progress at The Firm’s discretion. 

 

7. Expenses. All expenses (if any) will be billed as incurred. Expenses over the amount of one hundred dollars ($100.00) will be first approved by Client. Expenses do not include basic materials and supplies but may include, image and video footage licensing, travel, lodging and other out of pocket costs as required to complete work on behalf of Client. Client agrees to reimburse the Firm for all costs incurred on its behalf.

 

8. Liability. With regard to the services to be performed by the Firm pursuant to the terms of this Agreement, the Firm shall not be liable to the Client or to anyone who may claim any right due to any relationship with the Firm, for any acts or omissions in the performance of services on the part of the Firm or on the part of the agents or employees of the Firm, except when said acts or omissions of the Firm are due to willful misconduct or gross negligence. The Client shall hold the Firm free and harmless from any obligations, costs, claims, judgments, attorneys’ fees, and attachments arising from or growing out of the services rendered to the Client pursuant to the terms of this agreement or in any way connected with the rendering of services, except when the same shall arise due to the willful misconduct or gross negligence of the Firm and the Firm is adjudged to be guilty of willful misconduct or gross negligence by a court of competent jurisdiction.

 

9. Dispute Resolution and Governing Law: In the event of any legal dispute arising out of or relating to this Agreement, the parties agree that such disputes shall be resolved exclusively in the state or federal courts located in Williamson County, Texas. Both parties consent to the personal jurisdiction of these courts and waive any objections to jurisdiction, venue, or inconvenient forum in Williamson County, Texas. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. 

 

10. Ownership of intellectual property.

The Firm will transfer all ownership of the finished and approved files and I.P. upon payment in full. Client grants limited usage rights to Firm to use the company’s I.P. for the purpose of completing the project and for promotional purposes only. Client reserves all other rights.

 

The Firm retails all rights to intellectual property in perpetuity created as a result of this agreement including property that was discarded or not delivered, all source code, visual assets and original documents created unless that property is owned by another copyright holder and licensed by the client. Client certifies that all intellectual property provided by Client is with permission of copyright holder and bears sole responsibility to confirm providence of any artwork or other I.P. provided to Firm. Client agrees to hold Firm harmless of any third-party copyright claims arising from Client provided materials.

 

11. Warranties. Except as specifically made herein, the Firm makes no warranties, expressed or implied and specifically disclaim any warrant of merchantability or fitness for a particular purpose.

 

12. Confidentiality. The undersigned also agrees that any information learned about the Firm, its business and its processes and methods or about any of the Firm’s customers and clients will be kept confidential at all times, including when the undersigned is no longer providing services to the Client. The provisions in this section, shall continue in effect even after expiration or termination of this Agreement.

 

14. Acceptance. By signing below Client agrees to the terms presented in this document and signifies that these terms are understood. Payment of Firm’s invoice, in the absence of your signature below, also will indicate acceptance of these terms and conditions as stated herein.

 

14. Entire Agreement. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement may only be modified in a writing executed by all parties. It is each party’s sole responsibility to review this document in detail and provide requested signatories.

 

15. Severability. if any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

 

18. Applicable Law. This Agreement shall be governed by the laws of the State of Texas and venue for any lawsuit with respect to this Agreement shall only be in the County of Williamson, Texas.

 

18. Authority. The parties to this Agreement warrant and represent that each has the capacity and authority to contract on behalf of and bind the Firm and the Client.

 

19. Acceptance of Terms and Conditions: By signing the project estimate or submitting payment, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions.