Master Client Services Agreement

MASTER CLIENT SERVICES AGREEMENT

This Agreement is entered into and effective as of the date deposit payment is received (“Effective Date”) by and between Michelle Arch, having a principal place of address at 208 Banbury Rd., North Aurora, IL 60542 (“Company”) and you, the client (“Client”).

WHEREAS Company offers services in accord with the terms of this agreement (“Agreement”), and                            

WHEREAS Client seeks the services provided by Company.              

NOW THEREFORE, in consideration of the mutual promises and benefits contained in the Agreement, the Parties hereby agree as follows:

1. SERVICES PROVIDED BY COMPANY                                                                            

Company shall provide graphic and web design services (“Services”) as described more fully in Exhibit A, Statement of Work (“SOW”), which will be sent out for signature pending acceptance of this Master Agreement.                                   

2. OBLIGATIONS OF CLIENT                                  

(A) Client shall pay Company a fee as described more fully in Exhibit A, Statement of Work. During the term of this agreement, upon your request and our concurrence, the scope of our engagement may be expanded to cover additional Services at which point a new Statement of Work will be issued to reflect that scope.                                                       

(B) Client shall provide, in a timely manner, all tools, information, and documentation requested by Company in connection with its Services.                      

(C) Client shall respond within 3 business days to communications from Company regarding work performed under this Agreement.

3. TERM AND TERMINATION                                                                     

This Agreement shall govern all work completed for a period of 1 (one) year from the effective date, and may be renewed by the parties thereafter, or supplemented via additional SOWs.                                                                                                    

Should Client wish to renew this Agreement, Client shall give notice to Company no less than 14 (fourteen) calendar days prior to the expiration of this Agreement.                             

If Client fails to respond to communication from Company regarding the work to be performed under this Agreement within 14 days of such communication, then this Contract shall terminate automatically. In the event of such automatic termination, Company will not refund payments made by Client.

Either party may terminate this Agreement for any reason by providing written 7 (seven) calendar days notice to the other party.                                             

If this Agreement is terminated after Company commences work under this Agreement, any fees paid by Client prior to termination will not be refunded, and Company reserves the right to seek compensation for work done prior to termination.                                          

4. OWNERSHIP OF INTELLECTUAL PROPERTY                                                              

During the course of the work under this Agreement, Company will provide Client with graphic design files, website, and related documents (“Deliverables”), to be used in connection with Client’s business. All Deliverables provided by Company under this Agreement and actually used by Client for its business shall be the intellectual property of Client, so long as Client pays all fees due under this Agreement. However, Company retains the right to use or display such Deliverables in its portfolio of work, future educational publications, and in the marketing, advertising, or promotion of Company’s services. If for any reason Client does not feel comfortable with having their work included in the Company’s portfolio of work, it is the duty of the Client to notify Company.

Company may include in the work produced for Client under this Agreement pre- existing work or materials owned by or licensed to Company. If such work is used in the work produced for Client, such use shall constitute a license to use and distribute such materials.                           

All Deliverables provided to, but not used by the Client, shall remain the intellectual property of Company and cannot be used by Client for any purpose.                                               

Company is not responsible for trademark searches, trademark registration, copyright registration or any other service related to the protection of legal rights in Client’s Deliverables.

Client hereby indemnifies, saves, and holds harmless Company for any liabilities, damages, losses, costs, or expenses arising out of any claim, demand, or action by a third party alleging infringement arising out of Client’s use of Deliverables provided by Company under this Agreement.                                      

5. LIMITATION OF LIABILITY                                                         

In no event shall either party have any liability to the other party for any lost profits, loss of use, business interruption, costs of procurement of substitute goods or services, or for any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages however caused and, whether in contract, tort or under any other theory of liability, whether or not the party has been advised of the possibility of such damage and,               

In no event shall a party’s liability exceed the fees paid under this agreement, whether in contract, tort or under any other theory of liability.                                                                

6. WARRANTIES                                                                  

Company and Client each warrant that they are authorized to enter this Agreement. Except for this warranty, neither party makes any other warranties, express or implied. Client acknowledges that Company cannot guarantee any particular results or outcomes from the services provided under this Agreement.     



7. CONFIDENTIALITY                                                          

Any and all Client information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, finances, accounting, operating, performance, know how, business and process information shall be treated by Company in the strictest of confidence and not disclosed to third parties or used by Company for any purpose other than for providing Client with the services specified in this Agreement without Client’s express written consent.                       

Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company’s possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Company without use of the Client’s Confidential Information. Neither party may disclose the terms of this Agreement without the other party s prior written approval, unless such disclosure is compelled by a court of law. 


8. INDEPENDENT CONTRACTOR                          

This Agreement shall not render Company an employee, partner, agent of, or joint venturer with the Client for any purpose. Company is and will remain an independent contractor in its relationship to the Client.                   

Company is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity.            

Company shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. Company shall be responsible to the ownership and management of the Client, but Company will not be required to follow or establish a regular or daily work schedule. Company and Client agree to conform to any and all IRS tests necessary to establish and demonstrate the independent contractor relationship between Client and Company.                             

Company will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Client shall not be responsible for withholding taxes with respect to Company s compensation. Company shall have no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.                            

Company reserves the right to use independent subcontractors to provide services to Client under this agreement. All such independent subcontractors shall be bound by the terms of this Agreement, including but not limited to the terms in sections 7 (seven) and 8 (eight) of this Agreement.

9. GOVERNING LAW, VENUE, MEDIATION                      

This Agreement shall be governed by and construed in accordance with the laws of the State of  Illinois without regard to its choice-of-law or conflict-of-law provisions.                                                

The Parties agree that, prior to filing a lawsuit with respect to any dispute, controversy, or claim concerning this Agreement (collectively and individually, “Dispute”), they will make a good faith attempt to resolve the Dispute, in writing, within 30 business days. If no resolution can be determined, the parties will submit the Dispute to mediation, the procedure for which shall be mutually agreed upon by the Parties (“Mediation”). The Parties agree to share equally any costs or fees resulting from engagement of a mediator and or the hiring of an appropriate forum for the Mediation. The Parties agree to pay their own individual expenses incurred in the Mediation (including, without limitation, the cost of each Party’s independent counsel or other representative(s)). Should such Mediation fail, the Parties agree that the exclusive venue for any unresolved Dispute is an appropriate court located within the State of Illinois.                                                                                   

10. SURVIVORSHIP                                                                                                              

Any provision of this Agreement that, by its terms, is intended to continue to apply after any termination or expiration of this Agreement, shall survive such termination or expiration and continue to apply in accordance with its terms. This includes, but is not limited to, section 4 of this Agreement.     
                                                           

11. ASSIGNMENT                                         

This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns provided, however, that Client may not assign any of its rights under this Agreement except to a wholly owned subsidiary entity of Client. No such assignment by Client to its wholly owned subsidiary shall relieve Client of any of its obligations or duties under this Agreement.        

12. HEADINGS; STRICT CONSTRUCTION                                                                         

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent of any provisions of the Agreement. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties agree that this Agreement shall be construed impartially between the Parties without regard to which Party may or may not be considered the drafter or scrivener of the Agreement.                 


13. NO IMPLIED WAIVER                                                                                        

The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.                                                
           

14. ENTIRE AGREEMENT                                                                                                   

This Agreement constitutes the final and entire agreement between the Parties with respect to its subject matter, and supersedes any and all prior and contemporaneous agreements, representations, and or understandings, whether written or oral, between the Parties.                                                      

15. AMENDMENTS; MODIFICATIONS

No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.                                                                                                          


16. SEVERABILITY                                      

If any term, provision, covenant, or condition of this Agreement shall be found to be illegal or otherwise unenforceable, this finding shall not invalidate the whole of the Agreement. Rather, the remainder of the Agreement shall remain in full force and effect, and the offending provision shall be deemed modified or stricken to the extent necessary to render such provision or the rest of the Agreement enforceable. The rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest extent permissible the Parties intent set forth in the original Agreement.                                  


17. NOTICES                                                                                                 

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date delivered if personally delivered, (ii) upon receipt by the receiving Party if sent by registered or certified mail (first-class mail, postage prepaid, return receipt requested), or (iii) on the date targeted for delivery if delivered by overnight courier, addressed to (a) Company at the address listed in this Agreement, (b) Client at the address listed in this Agreement. Either Party may change the address to which notices are to be sent by written notice of the new address.                                
           

18. COUNTERPARTS; ELECTRONIC SIGNATURES                                                         

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same document. Use of electronic signature, email, or other electronic medium shall have the same force and effect as an original signature.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date written above.

COMPANY NAME:    Michelle Arch Creative                        

Signature: Michelle Arch

Name: Michelle Arch

Title: Owner