Year-End Spend for Marketers - 2023 Agreements to Terms
THIS AGREEMENT (“Agreement”) is entered into this day between the company purchasing the Year-End Spend offer ("Client"), and Professional Communication Consulting, LLC dba Comma Copywriters ("Contractor").
1.0 Description of Services
Contractor will provide to Client professional services necessary to meet the requirements set forth below (the “Services”), during the Initial Term as defined in Section 6.0 Project Schedule herein.
Professional copywriting for five thousand (5,000) words of marketing content, to be used between January 4, 2024, or the date of the Client’s Kickoff Call, whichever occurs later, and April 30, 2024:
The Client may “order” content as needed between Kickoff Call date and April 30, 2024.
Allotted word counts may be used for any type of marketing content.
A peer-edit is included with every piece of content.
One (1) round of revisions is included with every piece of content that is less than one thousand five hundred (1,500) words.
Two (2) rounds of revisions are included with every piece of content that is greater than one thousand five hundred (1,500) words.
BONUS: Professional copywriting for AN ADDITIONAL one thousand (1,000) words of marketing content, to be used between January 4, 2024, or the date of the Client’s Kickoff Call, whichever occurs later, and April 30, 2024:
The Client may “order” content as needed between Kickoff Call date and April 30, 2024.
Allotted word counts may be used for any type of marketing content.
A peer-edit is included with every piece of content.
One (1) round of revisions is included with every piece of content that is less than one thousand five hundred (1,500) words.
Two (2) rounds of revisions are included with every piece of content that is greater than one thousand five hundred (1,500) words.
Graphic design is not included.
2.0 Key Assumptions
All work will be performed with approved deadlines met per project, as agreed upon in writing by both parties. Client will give Contractor at least five (5) business days of notice before the deadline for the first draft of any piece of content that is less than fifteen hundred (1,500) words. For any piece of content that is greater than fifteen hundred (1,500) words, Contractor requires ten (10) business days of notice before the deadline for the first draft.
Contractor will deliver first drafts on time, according to the deadlines established above or according to other deadlines agreed to in writing by Client and Contractor, or Client will be credited for the cost of the late content piece.
3.0 Contractor’s Responsibilities
Meet approved deadlines.
Provide timely and professional services.
4.0 Client’s Responsibilities
Be responsive, meaning respond within two (2) business days or less to inquiries from the Contractor.
Openly communicate needs and goals for Projects so that the Contractor can complete them to your expectations.
Professional courtesy in feedback and revision critique.
5.0 Deliverable Materials (“Deliverables”)
Deliverables will be completed on an as-needed and project-based basis as agreed upon by both parties in writing.
6.0 Project Schedule
This Project begins on the Client’s chosen Kickoff Call date (any Thursday between January 4, 2024 and February 29, 2024) and ends on April 30, 2024 (“Initial Term”).
This is a “use it or lose it” content model. The Client is responsible to order content during Project period.
If either party materially breaches this Agreement, the non-breaching party may terminate this Agreement at any time with ten (10) days’ prior written notice (“Notice Period”), unless the breaching party cures the breach within the Notice Period.
7.0 Completion Criteria
Completion is defined as Contractor’s delivery of Services described in Section 1.0 above and Deliverables as described in Section 5.0 above to Client, which Services and Deliverables are of high quality, are consistent with industry standards and practices, and conform with specifications provided in this Statement of Work and agreed to by the parties. Client may perform such quality and/or usability testing as is necessary to determine whether or not the Services and Deliverables delivered by Contractor meet such standards and specifications. Client shall have five (5) business days from delivery of Deliverables to request any edits or revisions (“Revisions”) necessary for Completion. Any Deliverables accepted without Revisions within five (5) business days from delivery will be deemed acceptable by Client and as Completion of Services.
8.0 Fee and Payment Terms
Client will compensate Contractor for performance of the Services as follows:
A Project Fee of five thousand dollars ($5,000.00).
The Project Fee is due upon the day of Client’s agreement to this form.
Payment of the Project Fee will be made by credit card.
9.0 Ownership & Intellectual Property
All content produced by the Contractor is owned by the Client. The Client may change, repurpose, sell, or otherwise alter the content deliverables as needed. Notwithstanding the foregoing, Contractor may use the content, subject to removal of any of Client’s confidential or proprietary information, in Contractor’s portfolio, for case studies, and for any business development activities.
Contractor warrants and represents that to the best of Contractor’s knowledge, the Services and Deliverables shall be original to Contractor, except for material in the public domain, and that the Services and Deliverables shall not infringe upon any other rights of any kind of nature whatsoever of any person or entity. Contractor further warrants and represents that neither the Services nor the Deliverables under this Agreement are the subject of any litigation or of any claim that may give rise to litigation.
10.0 Marketing
The Client may be asked to offer testimonials on work done by the Contractor, including writing, photos, and video interviews, and the choice to participate in such testimonials shall be at the Client’s sole discretion. The Contractor has permission to use the Client’s name and logo on marketing materials such as social media, websites, and printed marketing collateral with Client’s advance written permission.
11.0 Relationship of the Parties
Notwithstanding any provision hereof, for all purposes of this Agreement, each party shall be and act as an independent contractor and not an employee, partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract. Contractor is an independent contractor and is solely responsible for all taxes, withholdings, and other statutory and contractual obligations of any sort, including, but not limited to, workers’ compensation insurance.
12.0 Indemnity; Limitation of Liability
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each party agrees to indemnify and hold harmless the other party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS PARAGRAPH IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY.
13.0 Governing Law
This Agreement is entered into and shall be construed under and in accordance with the laws of the state of Utah, without regard to conflicts of laws provisions thereof. All disputes arising out of or related to this Agreement shall be submitted to final and binding arbitration before a single arbitrator in Davis County, Utah. The arbitrator’s award shall be final, and judgment may be entered upon it by any court having jurisdiction thereof.
Upon clicking “Yes” on the Year-End Spend submission form, Client agrees to abide by all terms above. Upon Client clicking “Yes” on the Year-End Spend submission form, Contractor agrees to abide by all terms above.