THIS CONSULTANCY SERVICE AGREEMENT is entered into on [insert date]
BETWEEN
1. HIDDEN GEM PR SERVICES whose principal place of business is at
[insert your address], United States of America (the Contractor)
AND –
2. [insert name of client] whose principal place of business is at [insert
client’s address], United States of America (the Client)
WHEREAS
The parties agree that the Work shall be carried out in accordance with and
subject to this Agreement hereto.
It is agreed as follows:
1. Interpretation: Definitions
Agreement means any agreement made subject to the terms and conditions
below;
Deliverable Materials means any deliverables as outlined herein below;
i. One full year of support by the Contractor whereby the Client shall
gain a solid understanding of PR and earned media and walk away
with the must-have, tangible resources needed for his/her ongoing
DIY PR and media outreach;
ii. The Contractor shall provide a private Facebook group featuring daily
postings and vetted media opportunities (including podcasts) from
Contractor’s fellow journalists and writers looking for expert quotes
across all media platforms including top-tier publications. Monthly
Q&A calls with Monica–coming soon!
iii. The Contractor shall assist the Client with Pitch guide
iv. The Contractor shall teach the Client how to respond to media
callouts, position yourself as an expert, nurture relationships with the
press, and become their go-to source. The Client shall also learn from
the Contractor how to “cold pitch” to select journalists, blog owners,
and podcast producers
v. The Contractor shall provide the Client with a guest posting guide
which is filled with opportunities to elevate Client’s personal brand
and share Client’s expertise (including website and social media
links) with millions by writing guest posts, articles, and thought
leadership pieces
vi. The Contractor shall provide the Client with two pitch edits; one
media reply and one cold pitch to be carried out by the Contractor;
Work means the services and deliverables more particularly set hereinabove;
Fees means $2,500 (one-time payment for one full year of support);
2. Consultant’s obligations
2.1 The Consultant shall carry out the Work under this Agreement.
2.2 If any instruction or variation from the Client (which must be in writing)
is likely to result in additional charges, the Consultant may, within 5
days of the issue of the relevant instruction or variation but not
otherwise, claim in writing for a variation in fees and/ or an extension
of time under Clause 3.1 which shall be agreed by the Client to the
extent that they are reasonable.
3. Completion of the work
3.1 The Consultant shall have fulfilled its obligations by completing the
Work during the duration period of 1 year from the date of signing of
this agreement.
4. Liability of the Consultant
4.1 If the Consultant is in breach of its obligations in respect of the supply
of services under this Agreement, the sole remedy of Client shall be
to require the Consultant to carry out as promptly as practicable such
repeat or remedial services as shall be appropriate to ensure that the
relevant services are carried out (save only as to the time of their
performance) as originally planned.
4.2 In no event shall the Consultant be liable to the Client for loss of
profits or other indirect or consequential loss of any kind whether
arising from negligence, breach of contract or otherwise.
4.3 Without prejudice to any other limitation or exclusion of liability under
this Agreement, the total liability of Consultant to Client arising in
respect of any claim, shall not exceed the total Agreed Price for the
Work.
4.4 The Consultant shall have no liability to Client in respect of or arising
out of the performance, or non-performance, of the services
contemplated by this Agreement save as expressly set out in this
Agreement.
4.5 Nothing in this Agreement shall prevent the Consultant from being
engaged, concerned or having any financial interest in any capacity in
any other business, trade, profession or occupation during the
performance provided that:
a. such activity does not cause a breach of any of the Consultant’s
obligations under this Agreement;
b. the Consultant shall give priority to the provision of the Services to
the Client over any other business activities undertaken by the
Consultant during the course of the performance.
4.6 The Client agrees to indemnify, defend, and protect the Consultant
from and against all lawsuits and costs of every kind pertaining to the
Client’s business including reasonable legal fees due to any act or
failure to act by the Client based upon the Consulting Services.
5. Payment
5.1 The Client will be invoiced prior to rendering the consulting services
and expenses as below;
5.1.1 The Client shall pay a one-time payment of $2,500.
6. Intellectual Property
6.1 The Consultant and its licensors shall retain ownership of all
Consultant’s intellectual property rights. The Parties acknowledge and
agree that the Consultant will hold all intellectual property rights in
any work product resulting from the Work including, but not limited to,
copyright and trademark rights.
6.2 The Consultant grants the Client, or shall procure the grant to the
Client, a worldwide, non-exclusive, royalty-free licence to use
Consultant’s intellectual property rights for the duration of Work
period to such extent as is necessary to enable the Client to make
reasonable use of the Work. The Client shall not sub-licence or
transfer any the Consultant’s intellectual property rights.
7. Confidentiality
7.1 Each Party undertakes that it shall not at any time disclose to any
person any confidential information concerning the business, affairs,
clients or suppliers of the other Party or of any member of the group
of companies to which the other Party belongs, except as permitted
by Clause 7.2.
7.2 Each Party may disclose the other Party’s Confidential Information:
a. to its employees, officers, representatives or advisers who need to
know such information for the purposes of carrying out the Party’s
obligations under this Agreement. Each Party shall ensure that its
employees, officers, representatives or advisers to whom it
discloses the other Party’s confidential information comply with
this clause; and
b. as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.
7.3 No Party shall use any other Party’s Confidential Information for any
purpose other than to perform its obligations under this Agreement.
8. Termination
8.1 Either party may by notice in writing forthwith terminate the
Agreement if the other party becomes bankrupt or makes any
composition or arrangement with his creditors or has a winding-up
order made or (except for the purposes of reconstruction) a resolution
for voluntary winding up is passed or a receiver or manager of its
business or undertaking is duly appointed or possession is taken by
or on behalf of any creditor of any property the subject of a charge.
8.2 The Client understands that the Consultant may terminate this
Agreement at any time if the Client fails to pay for the Services
provided under this Agreement or if the Client breaches any other
material provision listed in this Consulting Agreement in the manner
as defined above. Client agrees to pay any outstanding balances
within 7 days of termination.
9. No Rights under Contracts for Third Parties
A person who is not a party to this Agreement shall have no right under
any law to enforce any of its terms.
10. Governing Law and Jurisdiction
10.1 The Parties shall use all reasonable endeavours to resolve any
dispute amicably and in good faith.
10.2 This document is governed by and are to be construed in
accordance with the laws of [insert jurisdiction] applicable therein.
10.3 Each party irrevocably and unconditionally submits to the
exclusive jurisdiction of the courts of [insert jurisdiction] (and any
court of appeal) and waives any right to object to an action being
brought in those courts, including on the basis of an inconvenient
forum or those courts not having jurisdiction.
11. Nature of Agreement
11.1 Nothing in this Agreement shall create, or be deemed to create, a
partnership or the relationship of employer and employee between
the parties.
11.2 Client and Consultant expressly agree and understand that the
above-listed Consultant is an independent contractor hired by
the Client and nothing in this Agreement shall be construed in any
way or manner, to create between them a relationship of employer
and employee, principal and agent, partners or any other relationship
other than that of independent parties contracting with each other
solely for the purpose of carrying out the provisions of the
Agreement.
12. Force majeure
Neither party shall be in breach of this Agreement nor liable for delay in
performing, or failure to perform, any of its obligations under this
Agreement if such delay or failure result from events, circumstances or
causes beyond its reasonable control. In such circumstances, the time
for performance shall be extended by a period equivalent to the period
during which performance of the obligation has been delayed or failed to
be performed. If the period of delay or non-performance continues for
one (1) month, the party not affected may terminate this Agreement by
giving 1 (one) week’s written notice to the affected party.
13. Assignment
The Consultant may assign the Agreement or sub-contract the
performance thereof without the prior written consent of the Client.
As witness this Agreement has been signed by the duly authorised
representatives of the Parties the day and year first before written.
/s/______________________
Monica Romano
HIDDEN GEM PR SERVICES
[date]
/s/______________________
[insert name of client]
[date]
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