This Social Media Management Agreement (the “Agreement”) is made as of the date set forth below by and between Marietta Frantzi Tam (the “Contractor”) and purchasing user (the “Client”) (collectively referred to as the “Parties”).
WHEREAS, The Contractor and Client deem it in their best interests to express in this written Agreement their understandings regarding the scope of the Services that the Contractor will provide and the rights and obligations of the Client.
WHEREAS, The Client seeks to engage the Contractor as an independent contractor to provide the Managed Social Media Services described herein, and Contractor seeks to provide their Services according to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:
This Agreement will become effective starting on the purchase date and will continue unless cancelled in writing by the Contractor or the Client. Contractor can terminate this Agreement if the Client fails to pay consideration for work performed.
2. SCOPE OF SERVICES
The Contractor’s duties and responsibilities will include Managed Social Media Services. The social media technologies, strategy and plan used shall be agreed upon by the Contractor and the Client and included in the Statement of Work attached to this Agreement.
The Monthly Fees, Video Production Fee (if applicable), Hardware Fee (if applicable), Add-On Fees (if applicable) and any other charges or fees for Services ordered by Client are defined, collectively, as the “Fees.” Client will be responsible for paying any and all applicable sales and use taxes for the Services. Unless otherwise stated in this Agreement, Fees are due prior to the performance of the Services. The Agreement term shall begin upon execution of this Agreement, and upon such execution, Client shall pay the applicable, Add-On Fees, and the first Monthly Fee as set forth in such Customer Contract. If Client has elected to pre-pay his/her Monthly Fees and/or recurring monthly Add-On Fees, such prepayments shall be due upon execution of this Agreement. Monthly Fees and recurring monthly Add-On Fees shall be due and payable in advance of each calendar month following the contract date.
4. COPYRIGHT POLICY
The Contractor respects the intellectual property rights of others and will not knowingly post content that is subject to trademark, copyright or other intellectual property restrictions. Client acknowledges and agrees that all material provided by Client to the Contractor, including but not limited to, business names, logos, content, or any other form of intellectual property associated with the Client’s business is owned solely and exclusively owned by Client and the Contractor has the right to publish such content. The Contractor reserves the right to take down any content that in the Contractor’s sole discretion is in violation of this provision.
5. INDEPENDENT CONTRACTOR STATUS
The Contractor and the Client acknowledges and agrees that all Services will be rendered by the Contractor as an independent contractor and that this Agreement does not create an employer/employee relationship between the Contractor and Client. Thus, the Contractor shall have no right to receive employee benefits including, but not limited to, insurance, social security, unemployment or any other benefits. The Client shall also not be responsible for federal, state and local taxes derived from the Contractor’s net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes.
6. CONTRACTOR’S OBLIGATIONS TO THE CLIENT
The Contractor agrees to communicate and cooperate with the Client and shall provide all Services in a professional and workmanlike manner. The Contractor represents and warrants that they have no conflicting obligations during the course of this engagement and shall not take on commitments that would prohibit the Contractor from completing the Services described in Section 2 or the applicable Statement of Work. The Contractor further agrees to promptly notify the Client of any schedule changes that could adversely affect this Agreement.
7. CLIENT REPRESENTATIONS
Client represents that: (1) they are not a party to any agreement that would prohibit them from entering into this Agreement with the Contractor; (2) no trade secret or proprietary information belonging to Client’s previous employers, contractors, or associates will be disclosed by him/her to the Contractor; (3) Client has brought to the Contractor’s attention any and all matters that could impact this Agreement; and (4) Client has obtained any and all requisite permissions, licenses, and/or approvals to post, publish, or otherwise distribute via social media the information, materials and content provided to the Contractor for the purposes of this Agreement.
8. CONFIDENTIAL INFORMATION
The Contractor agrees to maintain in confidence all business information, proprietary information, trade secrets, and any other information that the Client holds as confidential. Contractor further agrees not to disclose to anyone, for any reason, confidential or personal information that relates to the Client’s employees, staff, clients or other business contacts other than as may be required by law. The Contractor agrees that all confidential information, business information, proprietary information, trade secrets, and other forms of sensitive Client information will be used solely for the benefit of the Client, and not for personal use, nor the benefit of any other third party.
9. AT-WILL ENGAGEMENT
The Contractor’s engagement with the Client is “At-Will.” This means that Contractor has the right to terminate this Agreement at any time and for any reason, in accordance with the notice requirements of this Agreement. Likewise, the Client may terminate this Agreement with or without cause at according to the term and notice requirements herein.
Client agrees to indemnify, defend and hold harmless the Contractor, her officers, directors, employees, subcontractors, agents, and their respective successors, heirs and assigns (the “Indemnitees”), against any claim, liability, cost, damage, deficiency, loss, expense or obligation of any kind, including attorneys fees and other costs of litigation, incurred by the Indemnitees in connection with any claims, suits, actions, demands, or judgments arising out of this Agreement including, but not limited to, actions in the form of intellectual property infringement, tort, warranty, negligence, or strict liability.
11. INTELLECTUAL PROPERTY
The Contractor represents that all work product provided to the Client during the course of providing the Services under this Agreement shall become the sole and exclusive property of the Client, and shall to the extent permitted by law be a “work made for hire” within the definition of Section 101 of the Copyright Act (17 U.S.C. § 101), provided however, the Contractor’s fees are paid in full. To the extent any work product is not deemed to be a work made for hire within the definition of the Copyright Act, the Contractor hereby agrees to assign to the Client all rights to such work product, provided however, the Contractor’s fees are paid in full.
12. ENTIRE AGREEMENT
This Agreement is the entire agreement regarding the terms and conditions of the Contractor’s engagement. Accordingly, it supersedes and replaces any prior oral or written communications.
The Contractor may update this Agreement or the applicable Statement of Work from time to time. At such times, the Contractor will present the Client with an updated version of this Agreement in writing, at which time the Client may either elect the new terms and continue to this engagement or decline the new terms and end the engagement.
14. EARLY TERMINATION
This Agreement may be terminated by the Client with or without cause subject to the restrictions included herein.
15. LIMITATION OF LIABILITY
The liability of the Contractor shall be limited to the total amount of fees due to Contractor under this Agreement. In no event shall the Contractor be liable for any indirect, incidental, special, consequential, or other damages.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree that such provision shall be excluded from this Agreement and the balance of the Agreement shall be enforceable in accordance with its terms.
17. FURTHER ASSURANCES
Each of the Parties agrees to execute, acknowledge and deliver in proper form, any additional documents and/or perform such further actions as may be necessary or appropriate to effectuate the provisions of this Agreement.
18. GOVERNING LAW
This Agreement and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York without giving effect to principles of conflicts of law. The Parties agree that any disputes regarding this Agreement shall be subject to exclusive jurisdiction in the State of New York.
The Parties have duly affixed their signatures under hand and seal this _____ day of _______________, 2021.
Marietta Frantzi Tam
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