Table of Contents
- Entire Agreement
- Services to be performed
- Invoicing & Payment
- Force Majeure
- Applicable Law
1. Entire Agreement
This agreement is the offer of cMedia Productions (d.b.a. Odd Dog Media) to perform the consulting services described herein in accordance with the terms and conditions expressed. Acceptance by the Client is strictly limited to these terms and may be acknowledged in writing or accepted by authorization to proceed. Acceptance in any manner shall conclusively evidence agreement to this offer as written. This agreement supersedes all prior understandings and agreements between the parties and is expressly conditional upon the Client’s agreement to the conditions hereof. These terms and conditions will apply to any contract or purchase order document issued by the Client for these services, whether or not they are expressly incorporated. This agreement may not be modified except by a writing signed by both parties.
2. Services to be Performed
The services to be performed are general marketing consulting services, including but not limited to strategy, design and web development. In providing these services, Odd Dog Media is an independent contractor and all persons employed in connection herewith shall be its agents/employees and not agents/employees of the Client.
Charges for professional services shall be paid via a monthly retainer and billed at a flat hourly rate for all services as displayed at your time of checkout. No refunds will be issued for un-used monthly retainer amounts and retainer hours do not roll over into future months.
The Client may request additional work beyond the monthly retainer to be billed at an agreed upon hourly rate. Odd Dog Media offers no guarantee that the work will be able to be performed within the requested timeframe.
The Client may elect to increase the amount of their retainer if they would like to have more dedicated time for their project each month.
Any requests made with a requirement of less than 1 business day turnaround, or requests made that require evening/weekend/holiday attention, may be billed at our rush rate of $200/hour.
4. Invoicing & Payment
Payment shall be made at the beginning of each month and prior to work being performed. If payment is not made within the terms indicated in the Scope of Work, a charge equal to one and one-half percent (1-1/2%) per month (limited by state law) will be due in addition to the invoice amount and services may be paused until the payment is remedied. Should any invoice be in dispute only that portion of the invoice in dispute may be held in abeyance until resolved.
Odd Dog Media acknowledges that valuable confidential information and materials may be disclosed or made available to it solely by virtue of this agreement with the Client, and solely for the purpose of assisting in performing services for the Client. Odd Dog Media agrees that all confidential information and materials are, and shall continue to be, the exclusive property of the Client, whether or not disclosed to, or entrusted to the custody of Odd Dog Media.
Odd Dog Media hereby agrees that it will not, either during the term of the agreement, or at any time thereafter, disclose any confidential information or materials of the Client, in whole or in part, to any person or entity, for any reason or purpose whatever, unless authorized in writing to do so by the Client. Odd Dog Media further agrees that it shall not use any confidential information or materials of the Client for its own purposes or for the benefit of any other person or entity except the Client whether such use consists of duplication, removal, oral use or disclosure, the transfer of any confidential information or materials in any manner, or any other unauthorized use, unless the Client shall have given its prior written consent to such use.
Odd Dog Media agrees that upon termination of the agreement, for whatever reason, it will immediately surrender to the client all of the property and other things of value in its possession, or in the possession of any person or entity under his control that relate directly or indirectly to any confidential information or materials or the business of the Client.
Odd Dog Media warrants that its services are performed, within the limits prescribed by the Client, with the usual thoroughness and competence of the marketing consulting profession. No other warranty or representation, either expressed or implied, is included or intended in its proposals, contracts or reports. The sole liability of Odd Dog Media arising out of or in connection with this agreement shall be limited to redoing any work done by Odd Dog Media which has failed to meet that standard of performance, provided such failure is reported to Odd Dog Media within thirty days of its occurrence. The foregoing remedy shall be the Client’s sole remedy under this agreement, and the Client releases Odd Dog Media from all other liability, including direct, indirect, incidental or consequential damages (including loss of profits) incurred by the Client or any third party which are caused by or in any way related to the performance of services under this agreement or by the use of reports or other work products of this agreement.
7.1 Odd Dog Media’ Indemnification. Odd Dog Media shall indemnify, defend and hold the Client harmless against any claims brought against you to the extent Odd Dog Media’ infringed any trademark, copyright or patent in the United States or misappropriated any trade secret of a third party.
7.2 Client’s Indemnification. Subject to the preceding paragraph, you agree to indemnify, defend and hold Odd Dog Media harmless against any claims brought against Odd Dog
Media to the extent those claims are based upon allegations that you (a) infringed intellectual property rights or (b) breached your agreement (if any) with any customer purchasing or licensing your goods or services.
7.3 Conditions to Indemnification. The foregoing obligations are conditioned upon: (a) prompt written notice by the indemnified party to the indemnifying party of any claim, action or demand for which indemnity is claimed; (b) complete control of the defense and settlement thereof by the indemnifying party, provided that no settlement of an indemnified claim shall be made without the consent of the indemnified party, such consent not to be unreasonably withheld or delayed; and (c) reasonable cooperation by the indemnified party in the defense as the indemnifying party may request. The indemnified party shall have the right to participate in the defense against the indemnified claims with counsel of its choice at its own expense.
7.4 Definition of “Claims.” For purposes of Section 7, “Claims” means losses, actions, liabilities, damages, expenses and reasonable attorneys’ fees and court costs.
8. Force Majeure
Neither party shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such obligation is prevented or delayed by any cause, existing or future, which is unforeseen and beyond the reasonable control of the affected party, provided however, that any obligation to make payment hereunder shall not be extended for any reason.
This agreement may be terminated at any time with notice in writing or via email. No refunds will be given for un-used retainer amounts.
If at any time during the term of this agreement any dispute, difference or disagreement shall arise upon or in respect of the agreement, and the meaning and construction hereof, of every such dispute, difference, and disagreement shall be referred to a single arbiter agreed upon by the parties, or if no single arbiter can be agreed upon, an arbiter or arbiters shall be selected in accordance with the rules of the American Arbitration Association and such dispute, difference, or disagreement shall be settled by arbitration in accordance
with the then prevailing commercial rules of the American Arbitration Association, and judgment upon the award rendered by the arbiter may be entered in any court having jurisdiction thereof.
11. Applicable Law
This agreement and any contract or purchase order issued by Client accepting this offer shall be governed by, subject to, and construed in accordance with the laws of the State of Washington, USA.
The failure of either party to exercise any right hereunder or to take any action permitted on a breach by the other party shall not be deemed a waiver of such right or of any other rights or subsequent breach of a like or different nature.