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AGREEMENT
THIS AGREEMENT (“Agreement”) is made as of between Keep it Real Social LLC (“KRSLC”) and(“Client”) (collectively as the “Parties”).
The Parties have agreed that Client would like to retain KRSLC to provide services for Client, which is more fully described in Exhibit A and any other Exhibits as may be incorporated under this Agreement from time to time upon acceptance of same by the Parties (the “Services”). The Parties agree to the following:
- Term. This Agreement shall be effective for the dates for the group class outlined by KRSLC
- Representations and Warranties. The Parties shall perform the Services described in this Agreement and any exhibits hereto.
- KRSLC represents and warrants that:
- KRSLC will provide the Services in a timely, diligent, professional, and workmanlike manner, in accordance with the Agreement and in a manner consistent with industry standards;
- KRSLC will perform the Services in compliance with all applicable laws and regulations; and,
- KRSLC has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein. KRSLC has no other agreements with any other party that would conflict with this Agreement.
- Client represents and warrants that:
- Client will provide the information needed by KRSLC to perform its duties, in the format requested by KRSLC, as described herein;
- Client will review KRSLC s work on the Services in a timely manner, as described herein; https://keepitrealsocial.com/social-media-30-day-group-coaching/
- Client warrants that all elements of text, images, or other artwork provided to KRSLC are either owned by Client or that Client has permission to use them. Additionally, Client warrants that use of any text, images, or artwork provided by Client to KRSLC does not infringe on the rights of any third party, including trademark rights;
- Client is responsible for the accuracy, completeness, and propriety of all information provided by Client to KRSLC regarding Client’s products and services. Additionally, Client is responsible for all proofreading related to the Services and must notify KRSLC of any errors prior to approval of the Services.
- 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; and,
- Client understands and agrees that the Services, in whole or in part, may be performed by any member of the SLPC team.
- Communication. All communications regarding the Services will be conducted via email or via pre-scheduled telephone calls. Communications regarding the Services are not accepted in any other format, including Slack, SMS, or Facebook Messenger, unless specifically approved by SLPC. Client understands and acknowledges that messages sent in any format prior approval from SLPC will not receive a response.
KRSLC’s hours of operation are 8am am to 5pm EST, Monday through Friday. Client may contact KRSLC during these business hours. If KRSLC is unavailable, all communications will be returned within one to two business days. KRSLC may be available outside of its standard hours of operation only by request made at least 3 business days in advance.
- Compensation and Payment. Client shall pay KRSLC the fees in US dollars as set forth in Exhibit A to this Agreement.
If any additional fees are incurred by Client, such as delay fees or other fees agreed to by the Parties, KRSLC will invoice Client for all such expenses.
Online invoices will be sent via email and accepted methods of payment will be indicated on the invoice.
If Client has not paid its invoice within fourteen (14) days of receipt of such invoice, Client agrees that it will be charged a late fee of .25% of the total amount due on a weekly basis until payment is received. Failure to pay may result in temporary or permanent suspension of the Services.
In the event that KRSLC occurs legal fees, costs, or disbursements in an effort to collect its invoices, in addition to interest on the unpaid balance, Client agrees to reimburse KRSLC for all such expenses.
- Status. The Parties understand and agree that KRSLC is an independent contractor, which may contract with subcontractors for completion of the Services. Neither KRSLC nor KRSLC s agents shall be entitled to and waive any and all claims to any employee benefits as a result of Client’s relationship with S KRSLC. It is understood by the Parties that the relationship established by this Agreement is one of an independent contractors and not an employment relationship, joint venture, partnership, or otherwise. KRSLC 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.
- Termination. This Agreement may be terminated, postponed or delayed, in whole or in part, by the Parties upon thirty (30) days’ written notice to the other party. If the Agreement is terminated by the Client, no refunds will be granted should the client terminate the agreement and not attend the group coaching. Should the KRSLC terminate the agreement, the client will receive a full-refund.
- Confidentiality. KRSLC 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, logins, product formulas or specifications, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies, methodologies, or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research or business plans. Confidential information is not limited to a specific medium and can be oral, written or physical in format. (“Confidential Information”).
KRSLC shall not disclose Confidential Information to any third party, other than KRSLC’s personnel or agents, in any form without Client’s prior written consent. S KRSLC 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 KRSLC’s possession prior to the date of the disclosure of such information to KRSLC, 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 KRSLC; (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 KRSLC C, or (iv) to have been supplied to KRSLC 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 S KRSLC’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 KRSLC’s possession.
Client should check with Facebook Terms of service and privacy regarding private groups and information storage, this is the responsibility of KRSLC. What the client shares in a public domain cannot be protected by KRSLC and KRSLC cannot be held responsible for the information shared in a public space, such as a Facebook group.
- Intellectual Property – Client Materials. All elements of text, images, or other artwork provided by Client shall remain Client’s sole property and Client will own all intellectual property rights associated with such elements. All pre-existing trademarks and the rights associated with such trademarks will remain the sole property of the owner. Client grants KRSLC C a nonexclusive, nontransferable license to use, reproduce, and modify such materials in connection with performance of the Services outlined within this Agreement.
Client grants KRSLC a non-exclusive limited license to display Client’s name and/or logo in KRSLC’s portfolio in a listing of KRSLC’s clients.
- Intellectual Property – KRSLC Materials. During the Term of the Agreement, KRSLC C may provide original KRSLC content to Client, including but not limited to handouts or workbooks with methodologies. All original materials provided by KRSLC to Client are owned by KRSLC. Any original materials are provided for Client’s individual use only. Client is not authorized to use or transfer any of KRSLC’s intellectual property. All intellectual property remains the property of KRSLC. No license to sell or distribute is granted or implied.
- Disclaimer. KRSLC has made every effort to ensure that all business services have been tested for accuracy. There is no guarantee that Client will see positive results to its business using the techniques and materials provided by KRSLC. KRSLC assumes no management responsibility for Client’s decisions or for policies or practices that Client implements.
Any statements related to income or earnings potential, regardless of medium, are examples of what may be possible in the future. KRSLC makes no guarantees regarding results, present or future. KRSLC is not responsible for Client’s earnings, income, sales, or any other business performance as a result of this Agreement.
As part of the Services, KRSLC may manage digital and social media ad campaigns for Client. KRSLC 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 your business. Because every audience and product is different, KRSLC cannot guarantee specific performance on any ads.
- Limitation of Liability. CLIENT AGREES THAT IT HAS USED SLPC’S SERVICES AT ITS OWN RISK. CLIENT RELEASES SLPC 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. KRSLC ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN ANY WRITTEN MATERIALS OR CORRESPONDENCE TO CLIENT.
- Indemnification. KRSLC 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 o KRSLC; or (ii) KRSLC’s breach of any provision of this Agreement (including any representation or warranty). Client shall have the right, but not the obligation, to participate in the defense of any such actions with the counsel of its own choosing.
Client shall indemnify, defend, and hold KRSLC harmless from and against any loss, liability, damage, or expense, including reasonable attorney’s fees, incurred or suffered by or threatened against KRSLC 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 KRSLC’s appearance or association with Client, unless such claim arises from KRSLC’s acts or omissions or arises from or is related to breach of any obligation and/or warranty made by KRSLC hereunder.
- Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Michigan 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, to any third party, in whole or in part, by Client without the express written consent of KRSLC, which may be withheld in KRSLC’s sole discretion.
- 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.
| Name: | Keep it Real Social LLC | |
| Address: | 2877 Cemetery Road | |
| Petoskey, Michigan 49770 | ||
| Email: | sommer@keepitrealsocial.com |
- 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.
- 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, an 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.
EXHIBIT A
DESCRIPTION OF SERVICES
https://keepitrealsocial.com/social-media-30-day-group-coaching/
Timeline:
Coaching Session 1: February 1, 2019-March 1, 2019.
Coaching Session 2: April 1, 2019-May 11, 2019. 30-Days of email and then two weeks of follow-up support with the opportunity for the client to book 1:1 coaching time during the provided times.
Compensation:
Payment in full due prior to start of Services through PayPal.
Client Responsibilities:
Open and read the emails received.
Utilize the material provided.
Engage in the Facebook group.
Attend the live sessions or watch the recorded sessions.
Provide feedback.
Book 1:1 time when provided the opportunity.
Reply to emails or private messages.
