This Service Agreement, herein referred to as the “Agreement,” made this
day of ___ 20__ between _____________ , herein
referred to as “The company” and ___________ herein referred to as
“The client”. Herein all together referred to as “the parties”.
A. PROJECT SCOPE
The client agrees to receive all work as defined in their Project Proposal
(signed prior to receiving this contract and can be viewed in their Notion
No additional work will be added to the project scope unless otherwise
agreed upon by both parties. All associated fees will be applied to the final
invoice due at the project launch if additional work is requested.
The client will receive all final files via zip file for their records. PRG
Wellness, LLC is not responsible for the maintenance or storage of client
files and will remove them from the PRG Wellness, LLC server after 60
days following project launch.
The Creative Director of the project agrees to retain the client’s vision
while making creative decisions that are best for the client’s audience
B. PROJECT MILESTONES
The website package includes the following milestones to complete the
project successfully. The client understands that they must be available
during the scope of the project via email for any communication from the
The project will take place for 4 weeks, with an additional ad hoc retainer
WEEK ONE – PROJECT KICKOFF & DIRECTION
WEEK TWO-THREE – SITE BUILD
WEEK THREE – WEBSITE PRESENTATION
WEEK FOUR – REVISIONS AND PROJECT LAUNCH
C. CLIENT EXPECTATIONS
The client will submit all onboarding materials (logos, brand assets,
information requested by the design team) by the Wednesday prior to the
start of their project. Materials will only be accepted to PRG Wellness, LLC
in the client’s assigned Google Drive folder.
The client is required to attend all scheduled meetings as agreed upon
during the scope of the project and scheduled during project onboarding. If
the client is unable to attend, it is their responsibility to reschedule the
meeting within 24 hours or at their earliest convenience.
When providing feedback, the client agrees to always lead in the best
interest of their audience and provide detailed & constructive feedback to
their Creative Director. Furthermore, the client agrees to take responsibility
for the client’s own results that follow the completion of the project.
D. DESIGNER EXPECTATIONS
The Creative Director will develop all work in the best interest of the
client’s audience and business, and to do so, will work collaboratively with
the client throughout the project scope. However, PRG Wellness, LLC
cannot make any guarantees regarding the results, including financial or
other gains, of the Design Work provided. The designer agrees to provide
the Work listed in this
Agreement in a reasonable and timely manner.
PRG Wellness, LLC will provide the best solutions for the client, which
may result in additional fees, subscriptions, and/or software purchases not
initially outlined in the proposal. All additional costs will be agreed upon via
email by the client prior to purchase.
E. CONFIDENTIALITY AGREEMENT
The designer acknowledges that she may receive or have access to
information related to the Client’s past, present, or future products, vendor
lists, creative works, marketing strategies, pending projects/proposals, and
other proprietary information. The designer agrees to protect the
confidentiality of the
Client’s proprietary information and all physical forms thereof, whether
disclosed to Designer before this Agreement is signed or afterward.
Parties will treat and hold all information of, or relating to, this Agreement,
the work provided, and the Parties’ businesses in strict confidence and will
not use any of this information except in connection with fulfilling the terms
The agreement, and if this Agreement is terminated for whatever reason,
Parties will return all such information, including account access
information, and any and all copies to the original Party and will remain
bound to the Confidentiality provision of this Agreement. Confidential
information (herein “Confidential Information”) means information that is of
value to its owner and is treated as proprietary or confidential, including
but not limited to intellectual property, inventions, trade secrets or
information, financial data or information, speculation, knowledge, general
Company data or reports, future business plans, strategies, customer lists
and information, client acquisition strategies, advertising campaigns,
information regarding executives and employees, and the terms and
provisions of this Agreement.
Further, at all times neither Party shall use or disclose any
Confidential Information relating in any way to the past, present, or
future business affairs, conditions, clients, customers, efforts,
employees, financial data, operations, practices, products,
processes, properties, sales, or services of or relating in any way to
the Parties in whatever form to any parties outside of this
This Agreement imposes no obligation upon the Parties with respect to any
Confidential Information that was possessed before initial business
interactions commenced between the Parties; is or becomes a matter of
public knowledge through no fault of receiving Party; is rightfully received
from a third party not owing to a duty of confidentiality; is disclosed without
a duty of confidentiality to a third party by, or with the authorization of the
disclosing Party, or is
independently developed by either Party without prior knowledge of
privileged or confidential information.
F. LIMIT OF LIABILITY
Maximum Damages. The client agrees that the maximum amount of
damages he or she is entitled to in any claim relating to this Agreement or
Services provided in this Agreement are not to exceed the Total Cost of
Services provided by the Designer.
Indemnification. Client agrees to indemnify and hold harmless Designer,
its related companies, parties, affiliates, agents, independent contractors,
assigns, directors, employees, and officers from any and all claims,
causes of action, damages, or other losses arising out of, or related to, the
Work provided in this Agreement. In the case of in-person meetings or
consulting, the Client agrees to either secure a reasonable amount of
insurance coverage to pay for any claims, causes of action, damage,
attorney fees, or other losses as a result of accident or negligence on
behalf of the Parties to this Agreement or if no insurance is secured, Client
waives its right to directly or indirectly ask or force Designer to pay for any
Indemnification / Release Of Liability. Client shall indemnify, defend and
save Service Provider harmless from any and all suits, costs, damages, or
proceedings, including, but not limited to, Service Provider’s services,
pertaining to any and all litigation in which the Client is a party. Client shall
pay all expenses incurred by Service Provider including, but not limited to,
all attorneys’ fees, costs and expenses incurred should Service Provider
be named a party in any litigation to which Client is a party. Client shall
further indemnify and hold harmless Service Provider and its agents,
officers, and directors from liability for any and all claims, costs, suits, and
damages, including attorneys’ fees arising directly or indirectly out of or in
connection with the operation of Client, and from liability for injuries
suffered by any person relating to the Client. This agreement to indemnify
Service Provider is not limited to any acts or omissions, statements, or
representations made by Service Provider in the performance and / or
nonperformance of Service Provider’s duties here under and relating to all
contractual liabilities, which may be alleged or imposed against Service
Provider. In the absence of negligence, however, Service Provider will not
be held liable for loss, destruction, or damage of any kind resulting from
items which are lost or delayed in transit, whether such transit is electronic,
fax, mail, or otherwise, not for unauthorized use by others of such
property. Service Provider will not be held liable for any incidental,
consequential, or indirect damages, including without limitation damages
for loss of profits, business interruptions, loss of information, plagiarism,
etc. Service Provider will not be held liable for typographical omissions or
errors. Service providers will not be held liable for any cybersecurity
attacks or security breaches on any client accounts, website, or email.
Disclaimer. The client agrees and understands Designer is not providing
the professional services of an attorney, accountant, coach, nutritionist,
financial planner, therapist, or any other kind of licensed or certified
professional. Should Client desire professional services that exceed the
scope of this Design
The Client must sign a letter of engagement of said professional services
in the agreement. No legal, financial, accounting, coaching, nutritional or
other kind of professional advice will be given without entering into such a
relationship via the letter of engagement referenced immediately above.
Non-Disparagement. The Parties mutually agree not to make public
defamatory statements that would materially harm the reputation or
business activities of any Parties to this Agreement.
Communication between the client and PRG Wellness, LLC will take
place using email and Zoom.
PRG Wellness, LLC will submit all items of the project scope via email.
The client is required to communicate at all agreed-upon times/dates of the
project scope. If the client fails to respond to an email in a timely manner,
their project will be paused by PRG Wellness, LLC, and a reinstatement fee
will be required before continuing failure, of which the project will be canceled
and all fees paid will be non-refundable. (see section VIII).
G. PROJECT REVISIONS
The client will only receive one revision for each deliverable of their project
scope. A revision is considered to be any major changes outside of font,
color, or imagery “tweaks.” If the client is dissatisfied with the overall
design of the deliverable, that would be considered a revision. Project
“tweaks” can be made up to three times. Each additional revision or tweak
round will result in an additional fee added to the final invoice of the
project (see section X).
The client will submit all revisions in writing via their Notion Project
Workspace. Revisions will not be accepted verbally during any meeting, nor
is it the responsibility of PRG Wellness, LLC to document any verbal
change requests that may be presented by the client.
Project revision requests are due by 5 PM EST the following day of
receiving the design deliverable from the Creative Director. PRG Wellness,
LLC will return accepted requests within 48 hours unless otherwise noted.
H. PROJECT FEES
The client agrees to pay all fees associated with their project by credit
card (CC) or ACH Bank Transfer, as directed by their invoice,
submitted by PRG Wellness, LLC via Intuit Quickbooks Online.
No work will begin until PRG Wellness, LLC receives the project deposit.
The client agrees that PRG Wellness, LLC will own their website until the
project invoice has a zero balance unless otherwise agreed upon between
both parties. If the client fails to complete all payments for the project,
PRG Wellness, LLC has the right to shut the client’s website down until
the project balance has been paid in full.
I. ADDITIONAL FEES
Additional fees may accrue during the project scope due to solution-based
decisions, addendums to the initial project scope, or failure to comply with
the contract agreement.
The client will pay for any software and website subscriptions for their
business on their own as directed by the Creative Director. PRG
Wellness, LLC is not responsible for the renewal of these accounts.
Project reinstatement fee (see section V) | $250.00
Project revision or tweak fee, per round, requested (see section
Project Payment Plans
If the client chooses to pay for their project via payment plan, a late
fee of 2% will be automatically applied for all late payments after three
J. FORCE MAJEURE
Notwithstanding the above, either party may choose to be excused of any
further performance obligations in the event of a disastrous occurrence
outside the control of either party that materially affects the Services
provided in this Agreement, including:
A natural disaster (fires, explosions, earthquakes, hurricane, flooding,
storms, or infestation); or
War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility
(whether declared or not); or Any hazardous situation created outside
the control of either party such as a riot, disorder, nuclear leak, or
explosion, or act or threat of terrorism.
Failure To Perform Services. In the event Designer cannot or will not
perform its obligations in any or all parts of this Agreement, such as in the
event of an unexpected emergency, it (or a responsible party) will:
Immediately give Notice to Client via the Notice provisions detailed in
this Agreement; and
Attempt to refund a partial amount of fees for all undelivered Work; and
Excuse Client of any further performance and/or payment obligations in
K. GOVERNING LAW.
This agreement shall be governed by the laws of the state of Oregon.
No waiver by either party of any default shall be deemed a waiver of prior or
subsequent default of the same of other provisions of this Agreement.
M. PROJECT TERMINATION
PRG Wellness, LLC has the sole right to cancel the project at any time if
the client fails to comply with their project agreement, acts in any way that
goes against company values, or is subject to inappropriate behavior by the
client. Harassment, disrespectful language, and discrimination of any kind
will not be tolerated.
If the client decides to cancel, they are required to do so in writing (via
email) and supply reasoning for the decision, and it is at the sole
discretion of PRG Wellness, LLC to approve or deny the request. If
approved, the client will receive a Project Termination Approval notice that
outlines the termination effective date, amount being refunded (if
applicable), and any other information pertaining to the reason for
approval. Refunds for the project will be paid via Intuit Quickbooks Online
within 3-5 business days of submitting the Project Termination Approval
notice to the client.
If there’s any misunderstanding regarding the project at any point, we are
always happy to work with you to resolve it without getting lawyers
However, if there is any legal action that results from this project, the client
agrees not to hold PRG Wellness, LLC liable for paying damages (to any
party) that exceed the project fee.
Termination refund policy:
A $500 non-refundable consultation fee for client calls and project
preparation will be kept by PRG Wellness, LLC.
The remaining balance of the refund (if applicable) will be determined
by the project milestone reached at the time of the termination
If the client terminates the project prior to the first day of the project, the
client agrees to pay the $500 non-refundable consultation fee and will
be refunded the remaining amount paid.
If the project is terminated, the client will not receive any deliverables
created or notes from strategy calls and will be sent a cease-and-desist
letter if found to be using the work developed by the Creative Director.
Suppose any term, clause, or provision hereof is held invalid or unenforceable by a
court of competent jurisdiction. In that case, such invalidity shall not affect the
validity or operation of any other term, clause, or provision, and such invalid term,
clause, or provision shall be deemed to be severed from the Agreement.
O. ENTIRE AGREEMENT.
This Agreement, and all documents referenced herein, is the Parties’ entire
agreement relating to its subject and supersedes any prior or contemporaneous
agreements on that subject.
All original work developed by PRG Wellness, LLC will be shown in the company’s
portfolio for future work.
If you agree that the foregoing fairly sets out your understanding of our mutual
responsibilities, please sign a copy of this agreement in the space indicated below,
and fill in the requested address and information
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