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Contract

Boutique Marketing Studio- Contract

This Contract is between  (the "Client") and Boutique Marketing Studio, a Michigan limited liability company  (Content Marketing & Designer").

The Contract is dated [the date both parties agree upon].

1. PROJECT AND PAYMENT

1.1 Project. The Client is hiring the Designer to do the one or more of the following: The Designer will assist the Client in Content Marketing, Photo Editing, Social Media Marketing, Logo Designing, Invoicing the client’s customers, Website developing; this will include the home page and five additional static pages.

1.2 Schedule. The Designer will begin work on the date of payment and must finish the work by Sunday of each week or by the deadline both parties agreed upon.

1.3 Payment. The Client will pay the Designer a flat fee per job. Of this, the Client will pay the Designer monthly. The Designer reserves the right to correct any errors or omissions (including after an order has been submitted) and to change or update information at any time without prior notice. Please note that such errors or omissions may relate to project descriptions, pricing and schedule. Additionally, the Designer reserves the right to cancel or refuse to accept any project.

1.4 Expenses. The Client will reimburse the Designer's expenses. Expenses must be pre approved by the Client. Reimbursement is subject to the following:  pre-approved expenses, including but not limited to travel, materials costs, and research costs.

1.5 Invoices. The Designer will invoice the Client for work done at the end of the project. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 5.0% per month on the outstanding amount.

2. OWNERSHIP AND LICENSES.

2.1 Client Owns All Work Products. As part of this job, the Designer is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Designer works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Designer hereby gives the Client this work product once the Client pays for it in full. This means the Designer is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.

2.2 Designer’s Use Of Work Product. Once the Designer gives the work product to the Client, the Designer does not have any rights to the work done for the Client. The Designer has the right to obtain copies for portfolio and/or website purposes only.

2.3 Credit For The Work Product. The Client is under no obligation to give credit to the Designer each time it publishes the work product.

2.4 Designer’s IP That Is Not Work Product. During the course of this project, the Designer might use intellectual property that the Designer owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, 

properly-licensed stock photos, and web application tools. The Designer cannot sell or license the background IP separately from its products or services.

2.5 Designer’s Right To Use Client IP. The Designer may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Designer to build a website, the Designer may have to use the Client’s logo, or the use of personal photos for Marketing purposes. The Client agrees to let the Designer use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Designer’s job. Beyond that, the Client is not giving the Designer any intellectual property rights, unless specifically stated otherwise in this Contract.

3. COMPETITIVE ENGAGEMENTS. The Designer understands by working with Boutiques and the competitive edge. Any and all communication is here by Confidential. The one exception to this restriction is if the Designer uses employees or subcontractors, the Designer must make sure they follow the obligations in this paragraph, as well

4. NON-SOLICITATION. Until this Contract ends, the Designer won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Designer puts out a general ad and someone who happened to work for the Client responds. In that case, the Designer may hire that candidate. The Designer promises that it won’t do anything in this paragraph on behalf of itself or a third party.

5. REPRESENTATIONS.

5.1 Overview. This section contains important promises between the parties.

5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

5.3 Designer Will Comply With Laws. The Designer promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

5.4 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Designer if the Designer has questions regarding this project, and to provide timely feedback and decisions.

5.5 Client-Supplied Material Does Not Infringe. If the Client provides the Designer with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.

6. TERM AND TERMINATION. This Contract on the date the Client and Designer agree upon, unless the Client or the Designer ends the contract before that time. The Client will pay the Designer for the work done up until when the Contract ends and will reimburse the Designer for any agreed-upon, non-cancellable expenses.

7. INDEPENDENT CONTRACTOR. The Client is hiring the Designer as an independent contractor. The following statements accurately reflect their relationship:

- The Designer will use its own equipment, tools, and material to do the work.

- The Client will not control how the job is performed on a day-to-day basis. Rather, the Designer is responsible for determining when, where, and how it will carry out the work.

- The Client and the Designer do not have a partnership or employer-employee relationship.

- The Designer cannot enter into contracts, make promises, or act on behalf of the Client.

- The Designer is responsible for its own taxes.

8. CONFIDENTIAL INFORMATION.

8.1 Overview. This Contract imposes special restrictions on how the Client and the Designer must handle confidential information. These obligations are explained in this section.

8.2 The Client’s Confidential Information. While working for the Client, the Designer may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Designer promises to treat this information as if it is the Designer’s own confidential information. The Designer may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Designer use a customer list to send out a newsletter, the Designer cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Designer written permission to use the information for another purpose, the Designer may use the information for that purpose, as well. When this Contract ends, the Designer must give back or destroy all confidential information, and confirm that it has done so. The Designer promises that it will not share confidential information with a third party, unless the Client gives the Designer written permission first. The Designer must continue to follow these obligations, even after the Contract ends. The Designer’s responsibilities only stop if the Designer can show any of the following: (i) that the information was already public when the Designer came across it; (ii) the information became public after the Designer came across it, but not because of anything the Designer did or didn’t do; (iii) the Designer already knew the information when the Designer came across it and the Designer didn’t have any obligation to keep it secret; (iv) a third party provided the Designer with the information without requiring that the Designer keep it a secret; or (v) the Designer created the information on its own, without using anything belonging to the Client.

10. INDEMNITY.

10.1 Designer Indemnity. In this Contract, the Client agrees to indemnify the Designer (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out: a breach by the Client of its obligations under this Contract.

11. GENERAL.

11.1 Assignment. This Contract applies only to the Client and the Designer. The Designer cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Designer’s permission. This is necessary only in the case, the Client sells his/her business.

11.2 Modification; Waiver. To change anything in this Contract and/or the work that is/has been agree upon , the Client and the Designer must agree to that change either verbally and/or in writing . Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

11.3 Signatures. The Client and the Designer are under verbal contracts and/or other forms on contact such as, email, text messages and/or social media communication. The use of these communications will act as a signature.

11.4 Governing Law. The laws of the state of Michigan govern the rights and obligations of the Client and the Designer under this Contract, without regard to conflict of law principles of that state.

11.5 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.

 

By hiring Boutique Marketing Studio, you agree to the terms of this contract.