PULL AGREEMENT

February 5, 2023

PULL AGREEMENT

 

This PULL AGREEMENT (“this Agreement”) is entered into between DUSK TIL DAUN, LLC of address [ENTER ADDRESS] (“Stylist”) and [NAME] of address [ADDRESS] (“the Owner”) on [DATE].

 

WHEREAS Stylist and the Owner desire to enter a relationship in which Stylist will pull garments from Owner for events including movie productions, photo shoots and fashion shows. 

 

WHEREAS Owner agrees to provide the said garments to the Stylist under the terms of this Agreement.

 

NOW, THEREFORE, in consideration of the premises, and of the mutual promises and undertakings herein contained, the parties, intending to be legally bound, do agree as follows:

  • THE STYLIST

 

  1.  Stylist is a freelance wardrobe stylist located and operating in Detroit, Michigan.

 

  1.   Stylist agrees and acknowledges that it is authorized to do business in Detroit, Michigan.

  • STYLIST’S OBLIGATION(S)


  •  Stylist shall take full responsibility of all items on hire and shall ensure that it handles them with care.


  •  Stylist shall be responsible for any damage or cleaning expense(s) on the items on hire. 

  • TERM

 

This Agreement shall be operative from the date of execution of this Agreement. It shall run until the completion of the Stylist’s event(s) or until the Agreement is terminated according to Schedule 14 of this Agreement. 

  • CONSIDERATION AND PAYMENT TERMS

 

  1.   Compensation

 

Owner hereby allows Stylist to have the items with no fee, unless the Owner subjects the items to a rental fee. 

 

  1. Payment terms

 

  1.  Stylist will acknowledge Owner’s items when photos are released and/or when movies have been edited.

 

  1.  Owner will charge Stylist’s credit card for damage and cleaning expenses of the items, at the price listed on Owner’s invoice. 

  • CONFIDENTIALITY

The terms, conditions, and schedules of this Agreement shall remain confidential between Stylist and the Owner, their respective agents, employees, and consultants, and either party shall not provide a copy of the Agreement, or disclose the terms thereof, to any third party without the prior written consent of the other party. 

  • INTELLECTUAL PROPERTY


  •   The Stylist acknowledges Owner’s absolute ownership of, interest in, and rights to the items. 


  •   Owner shall retain sole ownership of all the intellectual properties, know-how, or other proprietary rights in Owner’s items. 


  • Owner grants Stylist the rights to share content containing Owner’s items online in any platform at Stylist’s discretion. Further, Stylist grants Owner the right to share Stylist’s content online and across media platforms. 

 

  1. INDEMNIFICATION

 

Both parties shall promptly on demand indemnify, defend, and hold harmless the other party for and against all claims, liabilities, costs, and expenses (including reasonable attorney’s fees) incurred from any breach by the party of any of the provisions of this Agreement, or breach of any laws, or negligence, fraud, or willful misconduct of the party.

  • STYLIST’S LIMITATION OF LIABILITY


  •   NOTWITHSTANDING ANYTHING CONTRARY CONTAINED IN THIS AGREEMENT, IN ANY EVENT, STYLIST AND ITS AFFILIATES SHALL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHER THEORY), TO THE OWNER OR ANY OTHER PERSON OR ENTITY FOR COST OF COVER OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF REVENUES, LOSS PROFIT OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OR DATA) ARISING OUT OF OR IN RELATION THIS AGREEMENT. 

 

  1.   Stylist’ entire liability to the Owner under this Agreement or any applicable law or equity shall be limited solely to actual and proven direct damages sustained by the Owner as a result of the gross negligence or willful misconduct of Stylist and its Affiliate and their respective directors, officers, employees and agents in the performance of their respective services and other obligations under this Agreement. 

 

  1.   In no event shall Stylist be liable, vicariously, or otherwise, to the Owner and its Affiliates or any third party for any losses, damages, liabilities, costs (including reasonable legal costs) and expenses (including taxation) which are in the aggregate in excess of the cost of the Owner’s items.

  •   INDEPENDENT CONTRACTORS

 

The relationship between the parties is on principal-to-principal basis. Nothing in this Agreement shall be deemed to constitute either party a partner, joint venture agent or legal representative of the other party, or to create any fiduciary, employer-employee relationship between the parties.     

  •   APPLICABLE LAW

 

 This Agreement shall be deemed to have been made, executed, and delivered in the State of Michigan, U.S.A., and shall be construed per the laws of the State of Michigan, U.S.A.

  •   SEVERABILITY

It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid, and enforceable under applicable laws and such invalidity or unenforceability shall not affect the other provisions of this Agreement. 

  •   ENTIRE AGREEMENT

 

This Agreement constitutes the final and entire Agreement between Stylist and the Owner. It supersedes all prior and contemporary agreements, oral or written.

  •   MODIFICATION

This Agreement may be modified or amended only by a duly authorized written instrument executed by the parties hereto.

  •   TERMINATION

 

  1. Termination on Notice

 

Either party may terminate this agreement for any reason by giving a written notice on reasonable time to the other party.

 

  1. Termination for Material Breach

 

Each party may terminate this agreement with immediate effect if the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and the failure, inaccuracy, or breach continues after the injured party delivers a notice to the breaching party reasonably detailing the breach. 

 

In Witness of whom, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below:

 

 

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