General Service Agreement

 

 

 

This Contract is between (the "Client") and Nour Alhamwi Design & Marketing "DBA" 

an Arizona limited liability company (the "Contractor").

The Contract is dated [the date both parties sign].

1. WORK AND PAYMENT.

1.1 Engagement. The Client is entering into an agreement with the Contractor to provide related services to the following: Marketing and brand consultation and strategy, graphic and web design, services, and deliver "deliverables" that are/will be stated in the binding proposal. 

1.2 Schedule. This contract starts on the date both parties sign and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties. Each project starts by signing the project proposal, which provides payment fees and details, work scope, and deadline. 

1.3 Projects. Each project will have a separate written proposal. All proposals will be governed by the terms of this agreement. Any work/project requests during this agreement duration would need to sign a proposal form, but not a new contract. Any work/project requests after this agreement expiration would need to sign a new contract.

1.4 Payment. 

  • The Client will pay the Contractor the agreed amount that is stated in the proposal. Before work starts, the Client will pay the amount of the fees distributed as agreed and documented in the proposal.

1.5 Revision. The Contractor allows two rounds of revisions/proofs unless otherwise, a greater number is provided in the Proposal. If the Client requires more than two rounds of revisions or the development of other assets, it is considered beyond the “Scope of Work,” and the Contractor will bill an hourly rate of $150/hr for any ongoing work beyond.

1.6 Expenses. The Client will reimburse the Contractor's expenses. Expenses do not need to be pre-approved by the Client up to $250.

1.7 Invoices. The Contractor will invoice the Client at the end of each proposed project. The Client agrees to pay the amount owed within 10 days of receiving the invoice. Payment after that date will incur a late fee of $500 per month on the outstanding amount.

1.8 Support. The Contractor will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.

 

2. OWNERSHIP AND LICENSES.

2.1 Grant of Rights. The contractor agrees to the perpetual, non-exclusive license of all rights (including, but not limited to, the right to display, modify, transmit, transfer, sell, and create derivative works) final work to the Client, excluding only the right to authorship credit, which is retained by Contractor. The Contractor agrees that Work is produced with the intent it is unique and will not seek to resell or publish Work, except as noted below.

2.2 Contractor's Right to Authorship Credit. The Contractor may use Work in the Contractor's portfolio (including, but not limited to, any website that displays the Contractor's works). The client and Contractor agree that when asked, the Client must properly identify the Contractor as the creator of the Work. The client does not have a proactive duty to display the Contractor's name together with the Work, but the Client may not seek to mislead others that Work was created by anyone other than the Contractor.

2.3 Contractor's IP That Is Not Work Product. During the course of this project, the Contractor might use intellectual property that the Contractor owns or has licensed from a third party, but that does not qualify as a “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Contractor is not giving the Client this background IP. But, as part of the contract, the Contractor is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Contractor cannot take back this grant, and this grant does not end when the Contract is over.

2.4 Contractor's Right To Use Client IP. The Contractor may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Contractor to build a website, the Contractor may have to use the Client’s logo. The Client agrees to let the Contractor use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Contractor's job. Beyond that, the Client is not giving the Contractor any intellectual property rights, unless specifically stated otherwise in this Contract.

 

 

3. REPRESENTATIONS.

3.1 Overview. This section contains important promises between the parties.

3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

3.3 Contractor Has the Right To Give Client Work Product. The Contractor promises that it owns the work product, that the Contractor is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Contractor uses employees or subcontractors, the Contractor also promises that these employees and subcontractors have signed contracts with the Contractor giving the Contractor any rights that the employees or subcontractors have related to the Contractor's background IP and work product.

3.4 Contractor Will Comply With Laws. The Contractor promises that the manner it does this job, its work product, and any background IP it uses to comply with applicable U.S. and foreign laws and regulations.

3.5 Work Product Does Not Infringe. The Contractor promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Contractor has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Contractor has entered into or will enter into with someone else.

3.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Contractor if the Contractor has questions regarding this project, and to provide timely feedback and decisions.

3.7 Client-Supplied Material Does Not Infringe. If the Client provides the Contractor with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights. The client is responsible for providing the contractor with the necessary policies and documents such as website privacy policy, terms & conditions,... etc. 

 

4. TERM AND TERMINATION. 

4.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered 12 months from the date of signature.

4.2 Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract within 7 days' notice. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. The Contractor must immediately stop working as soon as it receives this notice unless the notice says otherwise.

4.3 If termination occurred within the first 14 days of the proposal signature, the Client won't pay the Contractor the remaining balance. If termination occurs after 14 days of the proposal signature, the Client will pay the full remaining balance, and the Contractor will exclusively retain all rights to Work. If the Client nonetheless does not want or refuses to receive Work, the Contractor may decide whether or not to complete Work, and will exclusively retain all rights to Work.

4.4 The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).

 

5. INDEPENDENT CONTRACTOR. 

The Client is hiring the Contractor as an independent contractor. The following statements accurately reflect their relationship:

  •  The Contractor will use its own equipment, tools, and material to do the work.

  • The Client will not control how the job is performed on a day-to-day basis. Rather, the Contractor is responsible for determining when, where, and how it will carry out the work.

  • The Client will not provide the Contractor with any training.

  • The Client and the Contractor do not have a partnership or employer-employee relationship.

  • The Contractor cannot enter into contracts, make promises, or act on behalf of the Client.

  • The Contractor is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

  • The Contractor is responsible for its own taxes.

  • The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers' compensation for the Contractor or any of the Contractor's employees or subcontractors. 

 

6. CONFIDENTIAL INFORMATION.

6.1 Overview. This Contract imposes special restrictions on how the Client and the Contractor must handle confidential information. These obligations are explained in this section.

6.2 The Client’s Confidential Information. While working for the Client, the Contractor may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Contractor promises to treat this information as if it is the Contractor's own confidential information. The Contractor may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Contractor use a customer list to send out a newsletter, the Contractor cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Contractor written permission to use the information for another purpose, the Contractor may use the information for that purpose, as well. When this contract ends, the Contractor must give back or destroy all confidential information, and confirm that it has done so. The Contractor promises that it will not share confidential information with a third party unless the Client gives the Contractor written permission first. The Contractor must continue to follow these obligations, even after the Contract ends. The Contractor's responsibilities only stop if the Contractor can show any of the following: (i) that the information was already public when the Contractor came across it; (ii) the information became public after the Contractor came across it, but not because of anything the Contractor did or didn’t do; (iii) the Contractor already knew the information when the Contractor came across it and the Contractor didn’t have any obligation to keep it secret; (iv) a third party provided the Contractor with the information without requiring that the Contractor keep it a secret; or (v) the Contractor created the information on its own, without using anything belonging to the Client.

6.3 Third-Party Confidential Information. It’s possible the Client and the Contractor each have access to confidential information that belongs to third parties. The Client and the Contractor each promise that it will not share with the other party confidential information that belongs to third parties unless it is allowed to do so. If the Client or the Contractor is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

 

7. LIMITATION OF LIABILITY. 

 

Client agrees that Contractor will not be liable for any damages (including, but not limited to, incidental or consequential damages), that arise from Contractor's performance of this commission (including, but not limited to, failure to perform in a timely manner, regardless of whether the failure was intentional or negligent.) 

The client acknowledges and agrees that the Contractor cannot guarantee the results or effectiveness of any of the Services. The contractor disclaims any guarantees, express or implied, about the results of the Contractor's performance of the Services, or the Contractor's recommendation to take any action. The client acknowledges that any results obtained by the Contractor for other clients are not necessarily typical and are not a guarantee that the Client will obtain the same or similar results by using the Contractor's services.

 

8. INDEMNITY.

8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Contractor or both. For example, if the Client gets sued for something that the Contractor did, then the Contractor may promise to come to the Client’s defense or to reimburse the Client for any losses.

8.2 Client Indemnity. In this Contract, the Contractor agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Contractor has done under this Contract; (ii) a breach by the Contractor of its obligations under this Contract; or (iii) a breach by the Contractor of the promises it is making in Section 3 (Representations).

8.3 Contractor Indemnity. In this Contract, the Client agrees to indemnify the Contractor (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.

9. GENERAL.

9.1 Assignment. This Contract applies only to the Client and the Contractor. The Contractor cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Contractor's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.

9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

9.3 Modification; Waiver. To change anything in this Contract, the Client and the Contractor must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

9.4 Notices.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notifications.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgment of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if the notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00 pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00 am on the next business day.

9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

9.6 Signatures. The Client and the Contractor must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.

9.7 Governing Law. The laws of the state of Arizona govern the rights and obligations of the Client and the Contractor under this Contract, without regard to conflict of law principles of that state.

9.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.