This Agreement (UK law applies) is between SOMACON (‘Agency’), and You (‘Client’), for the services described in clause 3.

 

1. PROPOSAL

1.1 Proposal is valid for 14 days after the presentation.

 

2. AGREEMENT

2.1 Agreement shall commence on [insert date on which the agreement is to come into effect] and end on [insert date on which the agreement terminates], unless terminated sooner by either party under clause 6.

2.2 Agreement is to be signed off by both parties to take effect.

 

3 SCOPE OF SERVICES

3.1 Agency will provide Client with the following services:

[define the set of services, preliminary and final deliverables, the number of revisions, deadlines, fees]

 

4. FEES AND CHARGES

4.1 Full payment is required for projects under £1000; a deposit of 50% is required for projects over £1000. The remaining 50% is payable upon signing off final deliverables.

4.2 All invoices are payable within 14 days of receipt. In case of overdue payments, Agency reserves the right to stop work until payment is received. If Agency receives payment from Client more than 14 days after the receipt of invoice, Agency may assess interest equal to 3% of the unpaid balance for each week. If Client has not paid an invoice for more than 90 days, Agency may refer collection of the unpaid amount to an attorney or debt collection agency. Client shall pay all attorney’s or debt collection agency’s fees in addition to accrued interest.

4.3 Agency reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.

4.4 Any additional work not specified in clause 3 will be charged at Agency’s standard daily rate of £250. Agency may extend deadlines because of such changes or offer a new agreement.

4.5 All payment obligations are non-cancelable and fees paid are non-refundable.

 

5. COPYRIGHT

5.1 Client guarantees full ownership of the content provided for the use of or incorporation in preliminary and final deliverables.

5.2 Agency guarantees preliminary and final deliverables to be the original work of Agency.

5.3 All rights to preliminary deliverables shall remain the exclusive property of Agency.

5.4 Agency retains the right to reproduce, publish and display final deliverables in Agency’s portfolio, website or any other media for the purpose of creative recognition.

5.5 All displays or publications of preliminary deliverables shall bear accreditation in Agency’s name.

5.6 Upon full payment of all fees, the rights to display and reproduce final deliverables will be transferred to Client.

5.7 Client may not directly or indirectly, in any form or manner, edit or create derivative works or otherwise disassemble or modify final deliverables.

5.8 The rights to make changes to final deliverables along with source files can be obtained for an additional fee.

 

6. TERMS OF TERMINATION

6.1 This agreement may be terminated at any time by either party upon 1 months’ notice or mutual agreement.

6.2 In the event of termination, Agency shall be compensated for the service provided up until the date of termination and transfer the rights to display and reproduce preliminary and final deliverables to the client. The rights to make changes to preliminary and final deliverables along with source files can be obtained for an additional fee.

6.3 Either party may terminate this agreement at any time immediately if the other party commits a breach of this agreement and does not cure it within 7 days.

 

7 OTHER APPOINTMENTS

7.1 During the period of [define the length of the agreement] Agency will not provide the same or similar services to Client’s direct market competitor.

7.2 During the period of [define the length of the agreement] Client will not use another agency to provide the same or similar services as Agency.

 

8 CONFIDENTIALITY & NON-DISCLOSURE

8.1 Each party shall maintain, in the strictest confidence, all confidential information (as defined in the next sentence) of the other party. ‘Confidential information’ means all non-public information (at the time of disclosure) disclosed to one party to the other party under this agreement, provided such information is marked or indicated by the disclosing party to be confidential and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked ‘confidential’.

 

9 WARRANTIES AND INDEMNITIES

9.1 Client warrants that to the best of its knowledge and belief all information supplied to Agency before and during the period of [define the length of the agreement] will be accurate and not in any way contrary to UK law.

9.2 Agency warrants that to the best of its knowledge and belief any creative work produced by Agency will be original, has not been previously published in any form in the United Kingdom (the “UK”), will not infringe the copyright of any third party in the UK and will not contain anything obscene, blasphemous or otherwise unlawful in the UK.

9.3 Client accepts full legal responsibility in respect of any final deliverables that have been approved (signed off) by Client and will indemnify Agency in respect of any loss or liability, costs (including legal costs) or damages incurred as a result of any use of the final deliverables by Client.

9.4 Should either party or its employees sustain any loss or liability, costs (including legal costs) or damages as a result of the other’s breach of this agreement, the party in breach shall indemnify the other.

9.5 Agency agrees to indemnify, defend and hold harmless Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorney’s fees, costs and expenses) arising (i) through Agency’s gross negligence; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Agency’s representations, warranties or agreements herein.

9.6 Client agrees to indemnify, defend and hold harmless Agency from any and all claims, actions, damages, and liabilities (including, without limitation, reasonable attorney’s fees) arising in any manner caused by Client’s (i) gross negligence; (ii) out of any claim that the content provided by Client, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Client’s representations, warranties or agreements herein.

9.7 To the maximum extent allowable by law, Agency shall not be liable to Client for any incidental, consequential, indirect, special, punitive or exemplary damages (including damages for lost profit, loss of business or the like) arising out of or relating to this agreement, Agency’s performance hereunder or disruption or any of the foregoing, even if Client has been advised of the possibility of such damages and regardless the cause of action, whether sounding in contract, tort, breach of warranty or otherwise. To the maximum extent allowable by law, Agency’s aggregate liability under this agreement shall in no event exceed the aggregate compensation paid by Client to Agency under this agreement.