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Dave Okeefe Contract – My Blog Dave Okeefe Contract – My Blog

Done For You Leads Client Contract

Dave Contract
Services

Service Provider agrees to perform inbound marketing and lead generation services.

Contract Duration

The client agrees to a minimum contract duration of 90 days. From that point forward services will be provided on a month-to-month basis

Terms of Payment

We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the leads coming in. So you agree to provide a credit card to be billed each month for this project.

Billing Period

The client agrees to a contract of $2500 billed monthly.
The client agrees to pay for Done For You Leads' services in accordance with the pricing plan selected by the client during the onboarding process.

Terms and Conditions

The best work comes out of great relationships. Honesty, respect, and gratitude are the keys to a great relationship and therefore we have an interest in treating each other with these values at all times. As much as legal documents are important, what truly binds us is our drive to do great work with great people and to develop a relationship of mutual respect and trust.

Mutual Cooperation

We agree to use our best efforts to fulfill and exceed your expectations on the deliverables. You agree to aid us in doing so by making available to us needed information pertaining to your program and cooperating with us in expediting the work.

Changes and Revisions

We know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your earliest ideas. We don’t want to limit your ability to change your mind or make decisions later when you might be better informed, we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll talk through the adjustments, and make the necessary changes.

Cancellation of Plans

Client has the right to modify, reject, cancel, or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.

Responsibilities for Releases

Service Provider shall obtain releases, licenses, permits, or other authorization to use testimonials, copyrighted materials, photographs, artwork, or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).
Client guarantees that all elements of text, images, or other artwork you provide are either owned by your good selves or that you have permission to use them. When your final payment has cleared, copyright will be automatically assigned as follows; You’ll own the visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images, and data you provided unless someone else owns them.
We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that to you, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for that.

Responsibility for Accuracy

Client shall be responsible for the accuracy, completeness and propriety of information concerning your listings, products, programs and services which you furnish to us verbally or in writing in connection with the performance of this agreement.

Acceptance

The undersigned representative of Client has the authority to enter into this Agreement on behalf of Client. Client agrees to cooperate and to provide Service Provider with everything needed to complete the Services as, when and in the format requested by service provider.

Service Provider has the experience and ability to do everything Service Provider agreed to for Client and will do it all in a professional and timely manner. Service Provider will endeavor to meet every deadline that’s set and to meet the expectation for Services to the best of its abilities.

Confidentiality

Service Provider and Client acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information.

Relationship of Parties

Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between Service Provider and Client. Both Parties agree that Service Provider is, and at all times during this Agreement shall remain, an independent contractor.

Term & Termination

Either Party may terminate this Agreement at any time after the first 90 days, with or without cause, upon 30 days written notice.

Either Party also may at any time terminate the Agreement immediately if: (i) the other party commits a breach of this Agreement and such party does not cure a breach within 5 days of written notice from the non-breaching party of such breach.

If this Agreement is terminated earlier by Client without cause, Client agrees to pay Service Provider any and all sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. Service Provider agrees to use the best efforts to minimize such costs and expenses

Termination for any reason shall not affect the rights granted to Client by Service Provider hereunder. Upon termination, Client shall pay to the Service Provider all undisputed amounts due and payable. If upon termination Client has not paid undisputed fees owed for the material, deliverables or Services provided by Service Provider as of the date of termination, Client agrees not to use any such material or the product of such Service, until Client has paid Service Provider in full. Any provisions or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary in this Agreement, Service Provider shall retain a perfected security interest in the deliverable or material until Client has made payment in full for all undisputed amounts as of the termination date. Service Provider hereby agrees to release and waive its security interest in the deliverable and material upon receipt of full payment for all undisputed amounts.

Payment For Non-Cancable Materials

Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography, and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. Service Provider will provide written proof, upon request of client, that any such materials and services are non-cancelable.

Indemnification and Limitation of Liability

Service Provider agrees to indemnify, defend and hold harmless Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs, and expenses) arising (i) through Service Provider’s gross negligence ; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact, infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright, and trade secret rights; or (iii) from a breach or alleged breach of any of Service Provider’s representations, warranties or agreements herein.

Client agrees to indemnify, defend and hold harmless Service Provider from any and all claims, actions, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by Client’s (i) gross negligence; (ii) out of any claim that Client provided content, or any portion thereof, in fact, infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright, and trade secret rights; or (iii) from a breach or alleged breach of any of Client’s representations, warranties or agreements herein.

Force Majeure

No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods and acts of government or governmental agencies or instrumentalities.

Notices

Any notices to either Party made pursuant to this Agreement shall be made and sent (i) via US mail or a nationally recognized carrier to the other Party’s address on file; (ii) or via e-mail to the other Party’s designated representative. Each Party shall have an independent obligation toprovide and update, as necessary, the mail and e-mail address on file for such notices. Notices sent by e-mail shall be deemed effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of submission.

Appropriate Conduct

Client and Service Provider will seek to maintain a professional relationship that is free from harassment of any kind and from any other offensive or disrespectful conduct. If at any time during the term of this Agreement Service Provider believes that he/she has been subjected to harassing behavior on the part of Client or Client’s staff, Service Provider will notify Client immediately and demand that appropriate actions will be taken to correct the matter. In the event that the reported behavior continues following Service Provider’s second notice, such behavior will constitute a breach of this Agreement and entitle Service Provider to terminate this Agreement in accordance with the Agreement’s Term and Termination Clause, and be paid in full for the ordered project or for the planned monthly service hours, as applicable, without limiting any other right or remedy available to Service Provider by law.

Governing Law

This Agreement shall be governed and construed in accordance with the laws of the State of Washington.

Representations and Warranties

The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.

Severability

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such an instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.

ENTIRE AGREEMENT

Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof and supersedes all prior discussions, agreements, and understandings of every kind and nature between them as to such subject matter.