Our Services Agreement
This agreement applies to all marketing services, web design services, SEO services, creative services, strategy services, and consulting provided by King Creative Co, its owners, partners, directors, employees, agents, attorneys, insurers, or vendors.
Our Services Agreement is effective on the date the Client signs their estimate, quote, or proposal and/or makes an initial payment to initiate services.
This Agreement can only be entered into by a party representing a Client (also referred to as “Company”) and King Creative Co (also referred to as “Consultant”, “Provider”, and/or “We”).
Article 1: Scope of Work
1.1 Services.
Client has engaged King Creative Co. to provide growth & marketing consulting services which are outlined in detail within their quote, estimate, or proposal.
1.2 Time and Availability.
King Creative Co. will perform the services for the Company as stated herein. King Creative Co. will use priority based discretion and have the final decision in selecting the dates and times it performs such services throughout the month with regard to the availability and needs of the Company’s business. Unless otherwise requested in writing, the Consultant will perform all services during normal business hours, which are Monday – Friday from 8:30AM to 5:30pm. Consultant is not obligated to undertake or perform services during non-business hours as well as holidays.
1.3 Confidentiality.
In performing the services under this Agreement, Consultant may be exposed to and will be required to use certain “Confidential Information” (as hereinafter defined) of the Company. Consultant agrees that Consultant, Consultant’s employees, agents, or representatives will not use, directly or indirectly, such Confidential Information for the benefit of any person, entity, or organization other than the Company, or disclose such Confidential Information without the written authorization of , either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information.
1.4 Conflict of Interest.
Consultant covenants and agrees not to provide the services included within this proposal in any manner or capacity to a direct competitor of the Company during the duration of this Agreement unless express written authorization to do so is given by .
A direct competitor of the Company for purposes of this Agreement is defined as any individual, partnership, corporation, and/or other business entity that engages in business of the same nature and both of the following are applicable:
15 mile radius of the Clients primary office location
Within the same incorporated City or Township
ARTICLE 2 : INDEPENDENT CONTRACTOR
2.1 Independent Contractor.
Consultant 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 .
ARTICLE 3: COMPENSATION, PAYMENTS, INVOICES
3.1 Total Compensation.
The total cost for the full duration of this project is listed in the Company quote, estimate, or proposal issues, signed and accepted by the Company.
3.2 Monthly Payments.
In the case the Client shall pay Consultant monthly payments, the first monthly compensation shall be paid upon acceptance of this agreement and / or before work will begin. These automatic payments shall be continued to be paid every 30 days thereafter during the term of this agreement.
3.3 Automated Recurring Payments
For ongoing monthly services, the Client agrees to pay automated recurring payments. Furthermore, the Client agrees that these payments will be deducted automatically each month for the full length of the agreement; and the Client understands they will receive a payment receipt in the place of an invoice.
ARTICLE 4: TERM AND TERMINATION
4.1 Terms.
This Agreement is non-transferable, non-cancellable, and all payments made are non-refundable. Furthermore, this agreement becomes effective on the date Client signs agreement and shall continue until:
- the Services are completed, and
- the Final Deliverables and the Final Work are delivered
- or in full force and effect for # consecutive months.
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4.2 Termination.
The Company may terminate this Agreement for “Cause,” after giving Consultant written notice of the reason. If the Client is reasonably unsatisfied, but without cause, with the services provided, the Client agrees to provide the reason(s) for their dissatisfaction in writing. Furthermore, the Client agrees to give the Consultant a thirty (30) day remedy period to address, fix, and/or remedy any reason for their dissatisfaction.
If the Client is still unsatisfied after the thirty (30) day remedy period, the Client agrees to provide an additional thirty (30) day written notice of termination.
If the Client decides to terminate the agreement within the first ninety (90) days of the acceptance or start date without cause and without a thirty (30) remedy period, the Client agrees to pay the total cost of services for the first 90 days plus a cancellation fee equal to 25% of the total cost for the months remaining on the contract.
If the Client decides to terminate this Agreement at any time after the first ninety (90) days, without “Cause” and without a thirty (30) day remedy period, the Client agrees to pay a cancellation fee equal to 50% of the total cost for the months remaining on the contract.
4.3 Show Cause.
Cause means: (1) Consultant 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) Consultant has committed fraud, misappropriation, or embezzlement in connection with the Company’s business; (3) Consultant has been convicted of a felony; or (4) Consultant’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.
4.4 Responsibility upon Termination.
Any equipment provided by the Company to the Consultant in connection with or furtherance of Consultant’s services under this Agreement, including, but not limited to, computers, laptops, and personal management tools, shall, immediately upon the termination of this Agreement, be returned to the Company.
4.6 Materials Unpaid For.
If upon termination there exist any materials furnished by Consultant or any services performed by Consultant for which Client has not paid in full, until such time as Client has paid Consultant in full, Client agrees not to use any such materials, in whole or in part, or the product of such services.
ARTICLE 5: CONFIDENTIAL INFORMATION
5.1 Definition.
“Confidential Information” means information not generally known and proprietary to the Company or to a third party for whom the Company is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formulae, source codes, plans, devices or material, research and development, proprietary software, analysis, techniques, materials, or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of the Company, any vendor names, customer and supplier lists, databases, management systems and sales and marketing plans of the Company, any confidential secret development or research work of the Company, or any other confidential information or proprietary aspects of the business of the Company. All information which Consultant acquires or becomes acquainted with during the period of this Agreement, whether developed by Consultant or by others, which Consultant has a reasonable basis to believe to be Confidential Information, or which is treated by the Company as being Confidential Information, shall be presumed to be Confidential Information.
ARTICLE 6: PHYSICAL AND INTELLECTUAL PROPERTY
6.1 Physical and Intellectual Property Of The Client.
Consultant agrees that all plans, manuals, and specific materials developed by the Consultant on behalf of the Company in connection with services rendered under this Agreement, are and shall remain the exclusive property of the Company. Promptly upon the expiration or termination of this Agreement, or upon the request of the Company, Consultant shall return to the Company all documents and tangible items, including samples, provided to Consultant or created by Consultant for use in connection with services to be rendered hereunder, including, without limitation, all Confidential Information, together with all copies and abstracts thereof.
6.2 Physical and Intellectual Property Of The Consultant.
Client agrees that all plans, manuals, frameworks, and specific materials developed by the Consultant on behalf of the Company in connection with services rendered under this Agreement, are and shall remain the exclusive property of the Consultant. Promptly upon the expiration or termination of this Agreement, or upon the request of the Consultant, Client shall return to the Consultant all documents and tangible items, including samples, provided to Client or created by Consultant for use in connection with services to be rendered hereunder, including, without limitation, all Confidential Information, together with all copies and abstracts thereof.
ARTICLE 7: NON-SOLICITATION
7.1 Non-Solicitation.
Consultant agrees not to solicit for hire, whether temporary, contractor, part-time, or full-time, the employees of the Company during the duration of this Agreement unless express written authorization to do so is given by the party representing the Client in this agreement.
7.2 Conflict of Interest.
Consultant agrees not to consult or provide an identical scope of services to a direct competitor of the Company during the duration of this Agreement unless express written authorization to do so is given by the Company representative. A direct competitor of the Company for purposes of this Agreement is defined as any individual, partnership, corporation, and/or other business entity that engages in business of the same nature and same target customer within a 15 mile radius of the Clients primary office location.
ARTICLE 8: GENERAL PROVISIONS
8.1 Governing Law.
This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without reference to the conflict of law provisions or the conflict of law provisions of any other jurisdiction.
8.2 Modification.
No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.
8.3 Waiver of Breach.
The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.
8.4 Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
8.5 Headings.
The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
8.6 Indemnification By Client
Client agrees to indemnify, save and hold harmless Consultant from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances, Client shall promptly notify Consultant in writing of any claim or suit. Client has sole control of the defense and all related settlement negotiations. Consultant shall provide Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section.
8.7 Indemnification By Consultant
Subject to the terms, conditions, express representations and warranties provided in this Agreement, Consultant agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Consultant’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client.
8.8 Modification.
No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.
8.9 Dispute Resolution.
If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney’s fees and expert’s fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved.
8.10 Successors and Assigns.
This Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, that the Agreement shall be assignable by the Company without Consultant’s consent in the event the Company is acquired by or merged into another corporation or business entity. The benefits and obligations of this Agreement shall be binding upon and inure to the parties hereto, their successors and assigns.
ARTICLE 9: WARRANTIES AND DISCLAIMERS
9.1 Warranty of Services Disclaimer.
King Creative Co. makes no warranty, express, implied, or statutory, with respect to the performance results from the services provided, including without limitation any implied warranty of reliability, usefulness, merchantability, fitness for a particular purpose, noninfringement, or any circumstance arising from the course of performance, dealing, usage, or trade.
9.2 Disclaimer of services beyond our control.
Client acknowledges that Consultant neither owns nor governs the actions of any search engine, social network, software, or any other party such as advertising networks, media outlets, influencers, or the related.
9.3 Metrics, Analytics, and Performance Disclaimer.
Client also acknowledges that Consultant makes no guarantee or warranty, express, implied, or statutory with respect to the services being provided, including but not limited to leads, clicks, sales, rankings, or any other metric used to define or determine results. Furthermore, the Company acknowledges with respect to the services being provided, including but not limited to fluctuations in the relative competitiveness of some search terms, changes in social networks, changes in marketing trends, updates and changes to search engine algorithms, and other competitive factors, are beyond the scope or control of the Consultant.
