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Ownership of Intellectual Property & Agency Portfolio Rights

  • Agency retains all intellectual property rights in the work created for, and accepted by Client until payment in full is received for all services performed and work created.  Upon receipt of payment in full from Client, all intellectual property rights in the work created for Client are transferred to, and are the property of Client.
  • In the event Agency incorporates third party intellectual property or Agency’s preexisting intellectual property into completed Client work, all rights in such intellectual property remain with the third party or Agency, and Client has a non-exclusive and limited right to use of the intellectual property for the purposes of the work reflected in this Statement of Work.
  • Agency permanently retains all intellectual property rights in work consisting of unexecuted concepts, or work presented to, but rejected by, Client.
  • Agency retains the right to display representative samples of the work created for Client in its creative portfolio for the promotional or marketing purposes of Agency

Term of Agreement

  • All terms and conditions in this Statement of Work, will be in effect for a period of one year from the date both parties execute it, or upon completion of all work and services described, whichever occurs sooner.

Agency Fees and Billing Terms

  • The Agency fees for the work described in this Statement of Work are set forth above.  Any estimated fees may be subject to adjustment upon commencement of the work.  Agency fees for any work or services not described in this Statement of Work will be separately quoted or estimated in writing to Client.
  • Agency will charge interest in the amount of 1.5% per month for all invoices that remain unpaid after 30 days.  In the event any installment or milestone payments specified by Agency are not timely paid by Client, Agency may suspend or terminate work until all designated payments are received.
  • Agency makes all reasonable efforts to resolve any billing issues; however in the event Agency must incur fees or costs in the collection of any unpaid fees dues, Client shall be responsible for the payment of those fees and costs, including attorneys’ fees of the Agency.

Client Approvals and Authority

  • Client will provide timely approvals, responses, and information to Agency as required by Agency to complete its work or perform the services.  Client is solely responsible in any delays, missed deadlines, or increased fees or costs associated with or caused by delays in any required approvals, responses or information receipt.  Client will designate a representative or representative(s) with appropriate authority to make all necessary reviews of approvals of Agency work, and provide Agency with the name(s) of such representative(s).

Confidentiality and Care of Assets/Property

  • Agency and Client will maintain all information belonging to the other party confidentially and with reasonable care.  Neither Agency nor Client will disclose to any third party any confidential information of the other, including without limitation any business plans, marketing plans or information, financial data, client or customer data, recommendations, research findings, or details of the work or services performed by Agency for Client. 
  • Upon conclusion of the Agency’s work or termination of the parties’ relationship, Agency and Client will return any confidential information upon request of the other party or, alternately, securely dispose of it.

Third Party Expenses and Liability for Payment

  • Client appoints Agency as its agent for all purchases of media, production costs, engagement of talent, or other services and materials required to fulfill the Agreement or produce the Work Product.  Agency may require advance prepayment of any of these expenses or will, wherever possible, arrange for the Client’s direct payment to any third parties providing these costs, materials or services.
  • For all media, production services, talent engagement, or other services or materials purchased by Agency on Client’s behalf, Agency will be held liable for payments only to the extent proceeds have cleared from Client to Agency for such third party purchase or expense; otherwise, Client will be solely liable to the media or other relevant third party (“Sequential Liability”).  Agency will use its best efforts to obtain agreement by media and other relevant third parties to Sequential Liability.  Agency will charge its prevailing administrative fee to advance or manage costs and expenses to third parties on behalf of Client. 

Disclaimer of Warranty; Limitation of Liability for Work and Services

  • Client will exercise due diligence and reasonable care to verify the accuracy of all claims and information provided to Agency, and is responsible for all final legal review and approval of all Work Product prior to its publication or public release. 
  • Client will indemnify and hold Agency harmless for any claims or actions by third parties against Agency, including without limitation those by governmental or regulatory authorities, based upon materials furnished by Client or where material created by Agency is substantially changed by Client, including without limitation any claim for false advertising, libel, slander, piracy, plagiarism, invasion of privacy, or infringement of intellectual property.  Information or data obtained by Agency from Client to substantiate claims made in advertising is deemed to be “materials furnished by Client.” 

AGENCY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF EFFECTIVENESS, SPECIFIC RESULTS, OR SPECIFIC QUALITY OR QUANTITY OF RETURN OR RESPONSE RELATED TO THE WORK OR SERVICES IT PROVIDES TO CLIENTS.  AGENCY’S WORK IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE WORK ARE EXPRESSLY EXCLUDED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, LACK OF DEFECT, OR ACCURACY.

In the event of any claim, demand, alleged loss, or alleged damage arising out of work provided by Agency to Client, Agency’s total liability to the Client will not exceed the amount of fees or other compensation paid to Agency pursuant to this Agreement