Terms and Conditions
Agreement between User and Publicity For Good LLC
Please read these terms carefully, and keep a copy of them for your reference.
Publicity For Good LLC. is pleased that you have hired us to work with you. This letter serves as the agreement between Publicity For Good (“Agency”/“we”) and the Client named below (“Client”/“you”), under which we are hired to provide public relations services and advice for you.
Services
(a) We will undertake specific tasks at your direction in the area of public relations public relations. You will periodically confirm the tasks in writing and present them to us and these tasks will be performed to the fullest extent possible by us. We also agree to maintain complete and accurate records of all activities performed on your behalf and will endeavor to supply reasonable supporting details as you may require.
(b) Without limiting the foregoing, we must mutually agree that it is anticipated that we will provide all reasonable and customary services necessary to execute a program that consists of the elements and budgetary allocations as set forth in Addendum A as reviewed on our discovery call.
(c) You grant us full rights and authority to undertake public relations activities on your behalf throughout the United States. You also provide us with the right and authority to solicit introductions to you and your product(s) from any potential editor, industry analyst, broadcast producer, print or broadcast media, Internet web site or other editorial interested party.
(d) The terms of reference by us to public relations targets shall be the terms established by you who shall provide us with product specifications and marketing direction as may be modified from time to time.
(e) We are an independent contractor of yours and this agreement shall not be construed as creating an employer-employee, partnership or joint venture relationship between us.
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Fees
You will pay $2,997 for the work to be completed. This is 30 days worth of work. Clients may either pay via wire payment and or credit card. All credit card payments will have a surcharge.
Limited Warranty:
- Warranty. Publicity For Good warrants that Publicity For Good shall provide the Services in a professional, workmanlike manner, and that any software developed by Publicity For Good (as delivered by Publicity For Good), shall not include any “Trojan horses”, worms, viruses or other similar, intentionally destructive software code.
- Disclaimer. CLIENT ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 6(A) OF THIS AGREEMENT, PUBLICITY FOR GOOD HAS NOT MADE, AND DOES NOT INTEND TO MAKE, ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO ANY OF THE SERVICES RENDERED HEREUNDER OR UNDER ANY SOW, REGARDING ANY SOFTWARE PUBLICITY FOR GOOD PROVIDES TO CLIENT, THE SERVICES, OR OTHERWISE, AND ANY WARRANTIES WHICH COULD BE IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, COMPLIANCE WITH ANY SPECIFICATIONS OR DOCUMENTATION, AND NON-INFRINGEMENT, ARE HEREBY EXPRESSLY DISCLAIMED.
- Non-Solicitation: During the term of this Agreement and for a period of eighteen (18) months thereafter, Client and its affiliates will not, directly or indirectly, (a) solicit, employ or hire, nor engage as a consultant or contractor, any employee or subcontractor of Publicity For Good, or (b) recommend or suggest to any other person or entity that it so solicit, employ, hire, or engage any such employee or contractor.
Limitation of Liability:
- Direct Damages. EXCEPT SPECIFICALLY SET FORTH HEREIN DAMAGES OTHER THAN DIRECT DAMAGES, AND FOR PERSONAL INJURY CLAIMS, PUBLICITY FOR GOODS’S ENTIRE LIABILITY FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE FROM ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED TEN THOUSAND DOLLARS ($1,000) IN THE AGGREGATE FOR ALL SUCH CLAIMS. AS
- Limitation of Damages. EXCEPT FOR INDEMNIFICATION OBLIGATIONS FOR THIRD PARTY DAMAGES ARISING UNDER SECTION 8 HEREOF, BREACH OF THE CONFIDENTIALITY PROVISIONS HEREIN, AND PAYMENT OF FEES OR CHARGES DUE HEREUNDER, PUBLICITY FOR GOODS SHALL IN NO EVENT BE LIABLE TO CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER INDIRECT LOSS OR DAMAGE, INCLUDING LOST PROFITS, ARISING OUT OF THIS AGREEMENT OR ANY OBLIGATION RESULTING THEREFROM, OR THE USE OR PERFORMANCE OF ANY SERVICE, WHETHER IN AN ACTION FOR OR ARISING OUT OF ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE
- Indemnification
(a) Because of your intimate familiarity with your business and the fact that we serve as your agent, we cannot undertake to verify all the facts supplied to us by you. Because of this, you agree to indemnify, defend and hold harmless us and our parent, subsidiary and affiliated companies, and our and their employees, officers, directors, shareholders, licensees and agents from and against all liabilities, losses, damages or expenses, including reasonable attorneys’ fees and costs, which we or such other party may incur as the result of any claim, suit or proceeding brought or threatened arising out of the nature or use of your products or services or any assertions we may make on your behalf, including assertions about your company, your products or services, or about your competitors and any of their products or services, in any materials we may prepare for you, if, and only if, the assertions are based on information, representations, reports, data or releases supplied to us by or through you, or which you approve (excluding claims covered under our indemnity below).
(b) Likewise, we will indemnify, defend and hold harmless you and your parent, subsidiary and affiliated companies, and your and their employees, officers, directors, shareholders, licensees and agents against all liabilities, losses, damages or expenses, including reasonable attorneys’ fees and costs, which you or such other party may incur as the result of any claim, suit or proceeding brought or threatened against you pertaining to libel, slander, defamation, copyright infringement, invasion of privacy and/or plagiarism, except to the extent that such claims arise from information or materials supplied by or through you.
(c) In the event we are called upon to respond to or assist you in connection with litigation commenced or threatened against you by third parties (for example, in complying with a document subpoena), we will be entitled to staff time charges and reimbursement of out-of-pocket expenses for services rendered to you, or time spent by us in connection with such matters.
Confidentiality
(a) We shall maintain the confidentiality of all trade and proprietary secrets that may be disclosed to us by you in the course of providing public relations services provided that you identify to us in advance and in writing any information or data deemed a trade or proprietary secret. The confidentiality obligations in the preceding sentence, however, shall not extend to any information, documents, or materials that (i) become publicly available without breach of this provision, (ii) are received from a third party without restriction, or (iii) are independently developed without reference to information received hereunder from you, and provided further that such obligations shall expire upon the [duration] anniversary of the effective date of termination of this contract.
(b) Confidential materials provided to us shall be maintained for a period no longer than [number of years] years and, thereafter, either returned to you or discarded, as you direct in writing at the end of our business relationship. If you prefer us to adopt a different practice regarding the retention of confidential materials or, for that matter any materials that are provided to us to perform services under this agreement, please let us know in writing.
Ownership of Materials
We acknowledge and agree that, upon payment of all sums due to us under this Agreement, all photography, brochures, manuals, film, signage, and other materials generated by or for us in the performance of this Agreement shall be deemed “work made for hire” and shall, between you and us, be your exclusive property, subject to any third party rights, restrictions or obligations of which we notify you. Likewise, you acknowledge that we retain ownership of all works of authorship created by or for us prior to or separate from the performance of services under this agreement, including, but not limited to, our proprietary information/services, media lists, and third party relationships held by us.
Integration
This document constitutes the final, complete and exclusive statement of the agreement between the parties herein. This document contains all the representations and the entire agreement between the parties with respect to the subject matter of this agreement. All other prior agreements are null and void and are superseded by this document. This document may not be changed orally but only by a formal writing signed by both parties. Assignment; Governing Law
This agreement may not be assigned by either party without the prior written consent of the other, and any such purported assignment shall be void. This agreement is made in Delaware and shall be construed and interpreted in accordance with the law of Delaware, applicable to contracts made and to be performed entirely therein.
Solicitation of Employees
We, like you, devote our time and energy to the training and experience of our staff. Therefore, each of us agrees not to hire, employ or engage as an independent contractor or consultant, any of the other party’s employees, without written consent of the other party, during the term of this agreement and for a one year period thereafter. In the unlikely event that either party violates this provision, such party will pay the other party a recruiting fee equal to 20% the employee’s current annual compensation, which the parties agree is a reasonable estimate of actual damages in lost revenues, recruiting fees and productivity costs associated with a replacement.
Dispute Resolution
The parties agree to arbitrate any dispute arising under this agreement before an arbitrator under the auspices of the American Arbitration Association. The arbitration shall take place in Delaware or in the office of the American Arbitration Association closest to that city. In the event that arbitration is necessary, the prevailing party shall have its costs associated with the arbitration, including its reasonable attorneys’ fees, paid by the other party.
Refund Policy
The Client is responsible for full payment of fees for the entire Agreement, regardless of
whether the Client completes the term. To further clarify, no refunds will be issued for fees
paid.
Changes to Terms
140 S Sterling St, Morganton, NC 28655,
United States
Telephone No.
1 828-332-5307
