Description
CONTRACT TERMS & AGREEMENT
This Work Agreement, dated effective Not yet submitted (this “Agreement”), is made and entered into by and among Nue Agency (the “Company”) and Perfect Clicks LLC (the “Agency”).
ARTICLE 1 | SCOPE OF WORK
1.1 SERVICES.
The Company has engaged Agency to provide services in connection with the Company’s website development. Agency will provide website development, design, marketing, content, and such other services as described in Exhibit A (collectively, the “digital services”).
1.2 TIME AND AVAILABILITY.
Agency will devote the hours per month in performing the services for the Company as stated herein. Agency shall have discretion in selecting the dates and times it performs such digital services throughout the month giving due regard to the needs of the Company’s business. If the Company deems it necessary for the Agency to provide more than 100 hours in any month, Consultant is not obligated to undertake such work until the Agency and Company have agreed on a rate of compensation.
1.3 CONFIDENTIALITY.
In order for Agency to perform the digital services, it may be necessary for the Company to provide Agency with Confidential Information (as defined below) regarding the Company’s business and products. The Company will rely heavily upon Agency’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.
Agency is an independent contractor and is not an employee, partner, or co-venturer of, or in any other service relationship with, 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.
Agency shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement, and shall be responsible for all payroll taxes and fringe benefits of Agency’s employees. 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 Agency or his/her employees. Agency understands that he/she is responsible to pay, according to law, Agency’s taxes and Agency shall, when requested by the Company, properly document to the Company that any and all federal and state taxes have been paid.
ARTICLE 3 | COMPENSATION FOR DIGITAL SERVICES
3.1 COMPENSATION.
The Company shall pay to Agency for services rendered to the Company under this Agreement. The monthly compensation shall be paid on the date of renewal prior to the month of services provided.
3.2 CREDIT CARD AUTHORIZATION.
You authorize charges to your credit card or bank account. You will be charged the amount indicated above for each billing period. A charge will appear on your credit card or bank statement from PERFECT CLICKS LLC. You agree that no prior notification will be provided unless the date or amount changes, in which case you will receive notice from us at least 5 days prior to the payment being collected. Due to the nature of our work, we do not offer refunds.
3.3 REIMBURSEMENT.
The Company agrees to reimburse Agency for all actual reasonable and necessary expenditures, which are directly related to the digital services. Any additional expenses must be approved by the Company prior to expenditure.
ARTICLE 4 | TERM AND TERMINATION
4.1 TERM.
This Agreement shall be effective as of submitted date and shall continue in full force and effect for 12 consecutive months and continue monthly afterwards. The Company and Agency may negotiate to extend the term of this Agreement and the terms and conditions under which the relationship shall continue. Afterwards, the Company may request termination with 30 days notice to the agency. The Agency may terminate the agreement for payment delays, misconduct or for any internal reason, with immediate notice.
4.2 TERMINATION.
The Company may terminate this Agreement for “Cause,” after giving Agency written notice of the reason. Cause means: (1) Agency has breached the provisions of Article 5 or 7 of this Agreement in any respect, or materially breached any other provision of this Agreement and the breach continues for 30 days following receipt of a notice from the Company; (2) Agency has committed fraud, misappropriation, or embezzlement in connection with the Company’ s business; (3) Agency has been convicted of a felony; or (4) Agency’s use of narcotics, liquor, or illicit drugs has a detrimental effect on the performance of his or her employment responsibilities, as determined by the Company.
ARTICLE 5 | RIGHTS AND DATA
All drawings, models, designs, formulas, methods, documents, and tangible items prepared for and submitted to the Company by Agency 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, Agency 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. Agency agrees to give the Company or its designees all assistance reasonably required to perfect such rights.
ARTICLE 6 | LIMITATION OF LIABILITY
Except as set forth in this section below, in no event will either party be liable for any special, indirect, incidental, or consequential damages nor for loss of data, profits or revenue, cost of capital or downtime costs, nor for any exemplary or punitive damages, arising from any claim or action, incidental or collateral to, or directly or indirectly related to or in any way connected with, the subject matter of the agreement, whether such damages are based on contract, tort, statute, implied duties or obligations, or other legal theory, even if advised of the possibility of such damages.
Notwithstanding the foregoing, any purported limitation or waiver of liability shall not apply to agency’s obligation under the indemnification or confidential information sections of this agreement or either party’s liability to the other for personal injury, death or physical damage to property claims.
ARTICLE 7 | GENERAL PROVISIONS
Assignment. Agency shall not assign any rights of this Contract or any other written instrument related to Services and/or Deliverables provided under this Contract, and no assignment shall be binding without the prior written consent of Customer. Subject to the foregoing, this Contract will be binding upon the Parties’ heirs, executors, successors and assigns.
Governing Law. The Parties shall make a good-faith effort to amicably settle by mutual agreement any dispute that may arise between them under this Contract. The foregoing requirement will not preclude either Party from seeking injunctive relief as it deems necessary to protect its own interests. This Contract will be construed and enforced in accordance with the laws of the State of New Jersey , excluding its choice of law rules.
Severability. The Parties recognize the uncertainty of the law with respect to certain provisions of this Contract and expressly stipulate that this Contract will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Contract are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Contract or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Contract will be unaffected.
Independent Contractor. Nothing contained in this Contract shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between Agency and Customer. Customer and Agency agree that Agency is, and at all times during this Contract shall remain, an independent contractor.
Force Majeure. Neither Party shall be liable for any failure to perform under this Contract when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of such delay the date of delivery or time for completion will be extended by a period of time reasonably necessary by both Agency and Customer. If the delay remains in effect for a period in excess of thirty days, Customer may terminate this Contract immediately upon written notice to Agency.
Entire Contract. This document and all attached or incorporated documents contains the entire agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written. Further, this Contract may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.
