If you have purchased our services through the e-commerce portal, we will provide the scope
of the project upfront based on the package you purchased. All services are provided either
monthly or as one-off projects as defined by the offering itself.
Schedule. The Agency will begin work the date both parties sign and the first payment is
received and will continue until the work is completed. This Contract can be ended by either
Client or Agency at any time, with 30 days notice.
Client Responsibilities. In the event that scope involves the creation of a marketing assets
including but not limited to website, ads, social media, etc. the Client will provide all imagery,
logos, icons, written content and any other materials required for Agency to complete the project.
The Client guarantees that all elements of text, images or other artwork provided are either
owned by Client, or that Client has permission to use them and that this material does not
infringe on someone else’s intellectual property rights. When the Client provides text, images or
other artwork to Agency, Client agrees to protect Agency from any claim by a third party
regarding their intellectual property. Client also agrees to timely responses, access to all
accounts, partners, and information necessary for Agency to fulfill the obligations of this
Ownership and Licenses
Client Owns All Work Product Only Upon Delivery. As part of this job, the Agency is
creating “work product” for the Client. To avoid confusion, work product is the finished product.
The Agency hereby gives the Client this work product once the Client pays for it in full. This
means the Agency is giving the Client all of its rights, titles, and interests in and to the work
product as a whole (including intellectual property rights), and the Client will be the sole owner
of it. The Client can use the work product however it wants or it can decide not to use the work
product at all.
Agency’s Use Of Work Product. The Agency reserves the right to display all aspects of the
work product, including sketches, work-in-progress designs, the Client’s name and logo, and the
completed project as part of Agency’s portfolio and in articles on, but not limited to websites, in
magazine articles and in books. Excluding any and all confidential materials.
Agency’s IP That Is Not Work Product. During the course of this project, the Agency
might use intellectual property that the Agency owns or has licensed from a third party, but that
does not qualify as “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 Agency is not giving the Client this background IP. But, as part of the
Contract, the Agency 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. The Client cannot sell or license the background IP separately from its
products or services. The Agency cannot take back this grant, and this grant does not end when
the Contract is over.
Agency’s Right To Use Client IP. The Agency may need to use the Client’s intellectual
property to do its job. For example, if the Client is hiring the Agency to build a website, the
Agency may have to use the Client’s logo. The Client agrees to let the Agency use the Client’s
intellectual property and other intellectual property that the Client controls to the extent
reasonably necessary to do the Agency’s job. Beyond that, the Client is not giving the Agency
any intellectual property rights, unless specifically stated otherwise in this Contract.
Representations. This section contains important promises between the parties.
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.
Agency Has Right To Give Client Work Product. The Agency promises that it owns the
work product, that the Agency 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 Agency uses employees or contractors, the
Agency also promises that these employees and contractors have signed contracts with the
Agency giving the Agency any rights that the employees or contractors have related to the
Agency’s background IP and work product.
Agency Will Comply With Laws. The Agency promises that the manner it does this job, its
work product, and any background IP it uses comply with applicable California, U.S. and foreign
laws and regulations.
Client Will Review Work. The Client promises to review the work product, to be
reasonably available to the Agency if the Agency has questions regarding this project, and to
provide timely feedback and decisions.
Term and Termination. This Contract is ongoing until the work is completed. 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 and that the Contract will end in 15 days. The
Contract officially ends once that time has passed. The Agency must immediately stop working
as soon as it receives this notice, unless the notice says otherwise. The Client will pay the
Agency for the work done up until when the Contract ends and will reimburse the Agency for
any agreed-upon, non-cancellable expenses. The following sections don’t end even after the
Contract ends: Ownership and Licenses; Representations; Confidential Information; Limitation
of Liability; Indemnity; and General.
The Client’s Confidential Information. While working for the Client, the Agency 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 Agency promises to treat this information as if it is the
Agency’s own confidential information. The Agency may use this information to do its job under
this Contract, but not for anything else. For example, if the Client lets the Agency use a customer
list to send out a newsletter, the Agency cannot use those email addresses for any other purpose.
The one exception to this is if the Client gives the Agency written permission to use the
information for another purpose, the Agency may use the information for that purpose, as well.
When this Contract ends, the Agency must give back or destroy all confidential information, and
confirm that it has done so. The Agency promises that it will not share confidential information
with a third party, unless the Client gives the Agency written permission first. The Agency must
continue to follow these obligations, even after the Contract ends. The Agency’s responsibilities
only stop if the Agency can show any of the following: (i) that the information was already
public when the Agency came across it; (ii) the information became public after the Agency
came across it, but not because of anything the Agency did or didn’t do; (iii) the Agency already
knew the information when the Agency came across it and the Agency didn’t have any
obligation to keep it secret; (iv) a third party provided the Agency with the information without
requiring that the Agency keep it a secret; or (v) the Agency created the information on its own,
without using anything belonging to the Client.
Third-Party Confidential Information. It’s possible the Client and the Agency each have
access to confidential information that belongs to third parties. The Client and the Agency 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 Agency 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.
Limitation of Liability. Neither party is liable for breach-of-contract damages that the
breaching party could not reasonably have foreseen when it entered this Contract.
Client Indemnity. In this Contract, the Agency 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 thirdparty
claim or proceeding arising out of: (i) the work the Agency has done under this Contract;
(ii) a breach by the Agency of its obligations under this Contract; or (iii) a breach by the Agency
of the promises it is making in Section 5 (Representations).
Agency Indemnity. In this Contract, the Client agrees to indemnify the Agency (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.
Assignment. This Contract applies only to the Client and the Agency. The Agency 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 Agency’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.
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. This Agreement shall be governed by the laws of the State of
California and courts of such state shall have exclusive jurisdiction and venue.
Modification; Waiver. To change anything in this Contract, the Client and the Agency 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.
Governing Law. The laws of the state of California govern the rights and obligations of the
Client and the Agency under this Contract, without regard to conflict of law principles of that
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. This Contract can be extended to support
additional on-going work, new projects as agreed to by both parties in writing as an addendum to
this original agreement.
AGENCY and CLIENT agree upon the responsibilities and estimates described in this
Authorization to Proceed document. CLIENT agrees to pay the full fees detailed herein and
authorizes AGENCY to proceed with the work described in this document based on the time
Contact us at firstname.lastname@example.org for questions related to refunds and returns.