SADIE KAY <> MELISSA HENAULT
Contractor Agreement
This agreement is made as of April 11th, 2022 between
Melissa Henault, CEO & Founder
Burn Out To All Out
(hereinafter "Client")
and
Sadie Kay, Founder
Sadie Kay Copywriter + Content Manager LLC
(hereinafter "Contractor")
This is a binding contract between Melissa Henault (“Client”) and the undersigned independent contractor, (“Contractor”). By signing below, you are acknowledging that you have read, agree to and accept all details contained in this agreement.
1. SERVICES PROVIDED
The Client hereby agrees to engage the Contractor to provide the Client with the services below.
Contractor will provide the following as per deliverable dates and content guidelines mutually agreed upon:
-
CONTENT MANAGEMENT
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CONTENT EDITING + CREATION
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STRATEGY IMPLEMENTATION + EXECUTION
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WORKFLOW PROCESSING OPTIMIZATION
-
SYSTEMS MANAGEMENT
The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
2. TERM OF AGREEMENT
The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until May 11th, 2022.
In the event that either Party wishes to terminate this Agreement prior to May 11th, 2022, that Party will be required to provide 14 days' written notice to the other Party.
In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
This Agreement may be terminated at any time by mutual agreement of the Parties.
Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the
termination of this Agreement.
3. PERFORMANCE
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
4. CURRENCY
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
5. COMPENSATION
Contractor's payment is quoted at a total of $2,460. Cash payment shall be submitted by Client in the amount of $2,460 to Contractor via Zelle, PayPal, or other electronic payment processor as agreed to by both parties, no later than 4 days subsequent to the signing of this Agreement for work delivered/accepted in the month following until May 11th, 2022, at which point Client is reserved the opportunity to renew this contract or otherwise.
6. CONFIDENTIALITY
Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
7. OWNERSHIP OF INTELLECTUAL PROPERTY
All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
8. RETURN OF PROPERTY
Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
9. CAPACITY/INDEPENDENT CONTRACTOR
In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.
10. INDEMNIFICATION
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
11. MODIFICATION OF AGREEMENT
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
12. GOVERNING LAW
This Agreement will be governed by and construed in accordance with the federal laws of the United States of America and the states in which both parties reside.
13. SEVERABILITY
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
14. WAIVER
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
15. CHANGES AND REVISIONS
The price cited at the beginning of this contract is based on the time investment and expertise needed to accomplish all that Client expects Contractor to achieve in regards to content creation, content management, and growth strategy execution, though Contractor is willing to offer flexibility to all components of the engagement and Agreement, assuming reason with discretion. If Client wishes to modify the arrangement at any time, Contractor will provide a separate estimate for additional services or adjustments to the original Agreement.
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal to agree to all details contained in this binding contract:
CLIENT:
I agree to the terms and conditions of this contract.
CONTRACTOR:
I agree to the terms and conditions of this contract.