ONE-ON-ONE MARKETING STRATEGY SESSION
TERMS OF SERVICE
This Consulting Services Agreement (the “Agreement”) is entered into by and between Marketing Strategy Solutions (the “Consultant”), and the Company, (together with the Consultant, the “Parties”).
RECITALS
WHEREAS, the Company wishes to engage the Consultant as an independent contractor for the Company for the purpose of providing one-one marketing strategy consulting services (the “Services”) on the terms and conditions set forth below; and
WHEREAS, the Consultant wishes to provide the Services in accordance with the terms of this Agreement; and
WHEREAS, each Party is duly authorized and capable of entering into this Agreement.
NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, the Parties hereby agree as follows:
1. RESPONSIBILITIES.
(a) Of the Contractor. The Consultant agrees to do each of the following:
A. Provide a one (1) hour video enabled call (via Zoom or other such platform) at a mutually agreeable time.
B. Set an agenda and desired outcomes for the call.
C. Close the consulting session ensuring outcomes have been fulfilled.
(b) Of the Company. The Company agrees to do each of the following:
A. Engage the Consultant as an independent contractor to perform the Services.
B. Provide relevant information to assist the Consultant with the performance of the Services.
C. Satisfy all of the Consultant’s reasonable requests for assistance in its performance of the Services.
2. NATURE OF RELATIONSHIP.
(a) Independent Contractor Status. The Consultant agrees to perform the Services hereunder solely as an independent contractor. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Consultant is and will remain an independent contractor in its relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Consultant’s compensation hereunder. The Consultant shall have no claim against the Company hereunder or otherwise 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. Nothing in this Agreement shall create any obligation between either Party and a third party.
(b) Indemnification of Company by Consultant. The Company has entered into this Agreement in reliance on information provided by the Consultant, including the Consultant’s express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If any regulatory body or court of competent jurisdiction finds that the Consultant is not an independent contractor and/or is not in compliance with applicable laws related to work as an independent contractor, based on the Consultant’s own actions, the Consultant shall assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Consultant and/or the Company resulting from such contrary interpretation, including but not limited to taxes, assessments, and penalties that would have been deducted from the Consultant’s earnings had the Consultant been on the Consultant’s payroll and employed as an employee of the Company.
3. CONFIDENTIAL INFORMATION.
The Consultant agrees, during the Term and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm, or corporation without the prior written authorization of the Company, any Confidential Information of the Company. “Confidential Information” means any of the Company’s proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to the Consultant by the Company, either directly or indirectly. The Consultant may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with Company personnel or authorized representatives or for any other purpose the Company may hereafter authorize in writing.
4. REPRESENTATIONS AND WARRANTIES.
(a) The Parties each represent and warrant as follows:
A. Each Party has full power, authority, and right to perform its obligations under the Agreement.
B. This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies).
C. Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.
(b) The Consultant hereby represents and warrants as follows:
A. The Consultant has the sole right to control and direct the means, details, manner, and method by which the Services required by this Agreement will be performed.
B. The Consultant has the right to perform the Services required by this Agreement at any place or location, and at such times as the Consultant shall determine.
C. The Services shall be performed in accordance with standards prevailing in the Company’s industry, and shall further be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Consultant shall obtain all permits or permissions required to comply with such standards, laws, rules, or regulations.
(c) The Company hereby represents and warrants as follows:
A. The Company will make timely payments of amounts earned by the Consultant under this Agreement.
B. The Company shall notify the Consultant of any changes to its procedures affecting the Consultant’s obligations under this Agreement at least 24 hours prior to implementing such changes.
C. The Company shall provide such other assistance to the Consultant as it deems reasonable and appropriate.
5. COMPENSATION.
(a) Terms and Conditions. The Company shall pay the Consultant $100 per one (1) hour session.
(b) Timing of Payment. Payments shall be made to the Consultant prior to providing the Services.
(c) No Other Compensation. The compensation set out above shall be the Consultant’s sole compensation under this Agreement.
(d) Taxes. The Consultant is solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of the performance of the Services by the Consultant under this Agreement and for all obligations, reports, and timely notifications relating to such taxes. The Company shall have no obligation to pay or withhold any sums for such taxes.
6. WORK FOR HIRE.
The Consultant expressly acknowledges and agrees that any work prepared by the Consultant under this Agreement shall be considered “work for hire” and the exclusive property of the Company unless otherwise specified. To the extent such work may not be deemed a “work for hire” under applicable law, the Consultant hereby assigns to the Company all of its right, title, and interest in and to such work. The Consultant shall execute and deliver to the Company any instruments of transfer and take such other action that the Company may reasonably request, including, without limitation, executing and filing, at the Company’s expense, copyright applications, assignments, and other documents required for the protection of the Company’s rights to such materials.
7. NO CONFLICT OF INTEREST; OTHER ACTIVITIES.
The Consultant hereby warrants to the Company that, to the best of its knowledge, it is not currently obliged under an existing contract or other duty that conflicts with or is inconsistent with this Agreement. During the Term (as defined below), the Consultant is free to engage in other independent contracting activities; provided, however, the Consultant shall not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Consultant’s obligations or the scope of Services to be rendered for the Company pursuant to this Agreement.
8. CANCELLATION.
Refunds will be processed for cancellations made more than 24 hours in advance. For cancellations with less than 24 hours’ notice, a credit will be available to reschedule the session.
9. INDEMNIFICATION.
(a) Of Company by Consultant. The Consultant shall indemnify and hold harmless the Company and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys’ fees and disbursements (collectively, the “Claims”) that any of them may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct of the Consultant arising from or connected with Consultant’s carrying out of its duties under this Agreement, or (ii) the Consultant’s breach of any of its obligations, agreements, or duties under this Agreement.
(b) Of Consultant by Company. The Company shall indemnify and hold harmless the Consultant from and against all Claims that it may suffer from or incur and that arise or result primarily from (i) the Company’s operation of its business, (ii) the Company’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party, or (iii) the Company’s breach of any of its obligations, agreements, or duties under this Agreement; provided, however, none of the foregoing result from or arise out of the actions or inactions of the Consultant.
10. MODIFICATION.
No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.
11. FORCE MAJEURE.
A Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:
(a) notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and
(b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.
12. 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.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the state of Maryland. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.
14. SEVERABILITY.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.
15. ENTIRE AGREEMENT.
This Agreement, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.
16. HEADINGS.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.