LET'S GET SOCIAL

QUALITY CONTENT

Dear {{first_name}},

Thank you for choosing Your company name for your social media content creators.

Most people can post to social media in one way or another. But when it comes to delivering quality content, that is where many fall down.

There is so much online waffle and duplicated waffle that to make your company stand out is harder than ever.

Fortunately, the quality of this waffle is low, so although there is a lot of noise to break through, the level is not high.

If you are not getting engagement in terms of comments, shares, or likes then it is likely your content is of low quality and you are not investing a bit of time engaging with others yourself.

DOING THINGS DIFFERENTLY

As we recently discussed over the phone, when it comes to YOUR BUSINESS's Twitter and Facebook pages, we recommend an approach that is quite different from what most others do, namely:

• Minimal reTweets
• Made to measure cover image with text
• Made to measure profile picture
• Well thought through USP based page descriptions
• Up to date URL links
• Daily posts or more
• Originally produced content with imagery

We will explain why in the following pages and also address your concerns over your limited followers.

RELAX. WE GOT YOU COVERED.

STRATEGY THAT WORKS

ELEVATING YOUR SOCIAL PROFILE

As we discussed, you could benefit from a finely tuned social media programme called ‘Your Social Media’. It’s designed to encourage followers, get you comments and likes as well as building your reputation online. This is how you receive sales enquiries through social media.

The programme is designed to position you as an expert.
If there is genuinely nothing to work with, and we feel positioning you as an expert is unethical, we will say so at the start and you don't pay a penny.

WORDS OF THE WISE

The words and images you use mean everything. Defining the content and delivering it with your brand voice takes skill. ‘Your Social Media’ product will build that skill for you.

And it costs just £297 + VAT per month.

HERE IS EXACTLY WHAT YOU GET:

• A 30-minute monthly strategy session (in person/video call) with me to review the last month and to plan the next month
• A concept for a 2-week or 4-week social media campaign
• Example posts written, designed & mocked up for your approval
• An online proposal for next month's posts content for your approval
• The approved graphics are then posted to your social media pages every single day of the month
• Plus, a weekly call from me to check we’re on track.

IN THAT MONTHLY PLANNING CALL, WE WILL DISCUSS POINTS SUCH AS:

• Review the previous month
• The target audience
• What is happening in your business during the next month
• What new areas can we promote?
• Nail down objectives and highlights
• Plan the next month's special offer and talking points

FREE PREVIEW TIP #1

The best social media content is video.
Not only does Google own Youtube and heavily prioritizes its content, but video content gets over 50% more engagement than static images.

Anyone can shoot decent quality videos on their smartphones these days so start experimenting!

PLAN OF ACTION

GETTING ON BOARD

This is the super light version of the timeline we came up with on our strategy call. It is incredibly high level but there is a lot to each of these elements and there is a lot that's not mentioned.

The golden rule of social media is test and measure.
If it turns out that something unexpected happens that is producing
better than expected results, it would be crazy not to milk it. 

This will all be in consultation with yourself but we are not going to just operate blindly and carry out this plan regardless of results.

OUR TIMELINE

DAYS 1-3

This doesn’t take long to get moving.

Once you have signed our proposal and set up the monthly payment. direct debit we will arrange our initial first call.

DAYS 4-7

• Write initial posts and send them to you for approval.
• Plan the start date for our structured social media month.
• Post the first content on the social media pages of your choice for you. 

END OF MONTH 1

• Review and plan.
• Repeat what works, cut what doesn't, and reap the rewards!

A CASE STUDY:

SWEET AROMATHERAPY

A CLIENT STORY YOU CAN RELATE TO.

THE PROBLEM 

Sandra is a Clinical Aromatherapist who was struggling to get her message across. She has 22 years of experience and is considerably more highly qualified than the majority of standard aromatherapists.

The problem was, no one else really knew this.

Especially her customers who objected to paying more money for her services than others.

THE SOLUTION

We agreed upon a 12-month program to attract at least 5,000 new followers through a succession of daily posted original and fresh content that pandered to her ideal target client.

This involved engaging more with other Twitter users to get Sandra the attention she needed for her business to receive more focus.

We ran the same program on Facebook but Twitter was where we set the targets. What we got out of Facebook was to be merely a bonus.

THE OUTCOME

SanFdra didn’t get her 5,000 new Followers… she got 6,372.

Her posts receive considerably more engagement now and Sandra sees Twitter as a fun way to find new people to speak to about her relaxation, anxiety, and sleep solutions.

After all, if you have no one to speak to about your product, where is your next sale coming from?

She remains a client to this day.

A FEW WORDS FROM SANDRA:

"I sat down with Your company name over a year ago and set a 12-month goal of 5,000 followers. To my absolute joy, we achieved over and above this. I was so happy with this, but not at all surprising based on the attention to detail and efforts put in from their side.

I know there are a lot of consultants out there but these guys were simply amazing and if you have a decent work ethic, you will get tons out of it. Happy to chat if you want further reassurance."

- Sandra Smith  |  SS Therapies

YOUR INVESTMENT

WE ARE A LITTLE DIFFERENT FROM THE OTHERS...

We don’t operate on big, 'one-off' payments; we always allow our customers to pay monthly.
This keeps things simple for the entire duration of the deal and makes balancing your finances easy; so your never left “out of pocket”.

BUT, WE NEED YOUR BELIEF

We have a minimum term of 6 months on all our agreements.

The reason is simple: we need your commitment for that length of time to achieve the kind of results we are both setting out to achieve.

Giving you the ability to cancel at any time means you’re not thinking long-term and as you know, that isn’t the kind of thinking that produces epic results. 

Makes sense? Happy? Then add the product below.

"Working with Your company name has changed our business and my life personally. Within hours of signing the contract, their suggestions were implementing and showing results!"

- John Smith | ABC Design

HOW IT WORKS

Every month we will have a 30-minute meeting either in person or via a phone call to outline the general ideas for the following month.
Once the plan is set out, we will send-through our initial ideas and posts.

Providing that you attend the meeting as scheduled and subsequently approve (or amend) the posts within 2 working days, we guarantee to provide and post 20 social media posts the following month.

If you live up to your end of the bargain and we fail to live up to ours then that month will be free. It is that simple.

IT DOESN'T GET FAIRER THAN THAT.

NEXT STEPS

NO PAPER, NO FUSS

1. Simply type your name in the box below and click ‘Sign Proposal’.

2. We will invoice you for your first month. Pay this the second you get it. 

3. We will schedule our first strategy session.

We can’t wait to start getting results for you as quick as possible to reiterate that you made the right decision.

[your name]
[your position]

WE'RE READY TO GO, ARE YOU?

TERMS AND CONDITIONS

USER DISCLAIMER (Please Delete): This agreement may not be suitable for your circumstances and we recommend you seek legal advice before using it. Better Proposals does not take any responsibility for any events that arise as a result of your use of this agreement.

This Agreement for design services is between Your company name ("Designer"), and {{company_name}}(Client), for the performance of the services described in the proposal sent to Client on Proposal delivery date ("Proposal"). The parties, therefore, agree as follows: 

Basic Terms and Conditions

1. DEFINITIONS
As used herein and throughout this Agreement:

1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule A, together with any other Supplements designated below, together with any exhibits or schedules hereto.

1.2 Client Content means all materials, information, photography, writings, and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.

1.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under [US/UK/EU) Copyright Law.

1.4 Deliverables means the services and work product specified in the Proposal to be delivered by Designer to Client, in the form and media specified in the Proposal.

1.5 Designer Tools means all design tools developed and/or utilized by Designer in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.

1.6 Final Art means all creative content developed or created by Designer or commissioned by Designer, exclusively for the Project
and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Designer’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.

1.7 Final Deliverables means the final versions of Deliverables provided by Designer and accepted by Client.

1.8 Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Designer and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Art.

1.9 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.

1.10 Services means all services and the work product to be provided to Client by Designer as described and otherwise further defined in
the Proposal.

1.11 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.

1.12 Trademarks means trade names, words, symbols, designs, logos, or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.

2. PROPOSAL
The terms of the Proposal shall be effective for 30 days after presentation to the Client. In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change, or substitution.

3. FEES AND CHARGES
3.1 Fees. In consideration of the Services to be performed by Designer, Client shall pay to Designer fees in the amounts and according to the payment schedule outlined in the Proposal, and all applicable sales, use or value-added taxes, even if calculated or assessed after the payment schedule.

3.2 Expenses. Client shall pay Designer’s expenses incurred in connection with this Agreement as follows: (a) incidental and out-of-pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, parking fees, and tolls, and taxis at cost plus Designer’s standard markup of  30%, and, if applicable, mileage reimbursement at [Cost Per Mile] per mile; and (b) travel expenses including transportation, meals, and lodging, incurred by Designer with Client’s prior approval.

3.3 Additional Costs. Project pricing includes the Designer’s fee only. Any outside costs including, but not limited to, equipment rental, photographer’s costs, and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses, and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Proposal.

3.4 Invoices. All invoices are payable within 30 days of receipt. A monthly service charge of [INTEREST]% is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. The client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Designer 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. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.

4. CHANGES
4.1 General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at Designer’s standard hourly rate of Designer's Hourly Rate per hour. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price, or final price identified therein. The designer may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.

4.2 Substantive Changes. If Client requests or instructs Changes that amount to a revision of at least 15% of the time required to produce the Deliverables, and or the value or scope of the Services, Designer shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by the Designer.

4.3 Timing. The designer will prioritize the performance of the Services as may be necessary or as identified in the Proposal and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. The client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections, or corrections to Designer. The Designer shall be entitled to request written clarification of any concern, objection, or correction. Client acknowledges and agrees that Designer’s ability to meet any schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions under the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition, or Designer’s obligations under this Agreement.

4.4 Testing and Acceptance. The designer will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections before providing Deliverables to the Client. Client, within 5 business days of receipt of each Deliverable, shall notify Designer, in writing, of any failure of such Deliverable to comply with the specifications outlined in the Proposal, or of any other objections, corrections, changes, or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction, or change or amendment, and Designer will undertake to make the same in a commercially timely manner. Any objections, corrections, changes, or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from the Client, the Deliverable shall be deemed accepted.

5. CLIENT RESPONSIBILITIES
The client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:

(a) coordination of any decision-making with parties other than the Designer;

(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; and

(c) final proofreading and if Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.

6. ACCREDITATION/PROMOTIONS
All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in the Designer’s name in the form, size, and location as incorporated by Designer in the Deliverables, or as otherwise directed by Designer. Designer retains the right to reproduce, publish and display the Deliverables in Designer’s portfolios and websites, and galleries, design periodicals, and other media or exhibits for recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role concerning the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.

7. CONFIDENTIAL INFORMATION
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.

8. RELATIONSHIP OF THE PARTIES
8.1 Independent Contractor. The designer is an independent contractor, not an employee of Client or any company affiliated with Client. The designer shall provide the Services under the general direction of Client, but Designer shall determine, in Designer’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement. Designer and the work product or Deliverables prepared by Designer shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

8.2 Designer Agents. Designer shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, the Designer shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.

8.3 No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire, or any other kind of basis, any Designer, employee or Design Agent of Designer, whether or not said person has been assigned to perform tasks under this Agreement. In the event, such employment, consultation, or work-for-hire event occurs, Client agrees that Designer shall be entitled to an agency committed to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to a said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for the Client. Designers, in the event of nonpayment and connection with this section, shall be entitled to seek all remedies under law and equity.

8.4 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The client is free to engage others to perform services of the same or similar nature to those provided by Designer, and Designer shall be entitled
to offer and provide design services to others, solicit other clients, and otherwise advertise the services offered by Designer.

9. WARRANTIES AND REPRESENTATIONS
9.1 By Client. Client represents warrants and covenants to Designer that

(a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,

(b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content, as well as any Trademarks in connection with the Project, does not and will not violate the rights of any third parties,

(c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and

(d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.

9.2 By Designer

(a) Designer hereby represents, warrants, and covenants to Client that Designer will provide the Services identified in the Agreement in
a professional and workmanlike manner and per all reasonable professional standards for such services.

(b) Designer further represents, warrants, and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Designer and/or its independent contractors, (ii) if the Final Deliverables include the work of independent contractors commissioned for the Project by Designer, Designer shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Designer to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Designer’s knowledge, the Final Art provided by Designer and Designer’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope
or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Designer shall be void.

(c) Except for the express representations and warranties stated in this agreement, the designer makes no warranties whatsoever, designer explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.

10. INDEMNIFICATION/LIABILITY

10.1 By Client. Client agrees to indemnify, save and hold harmless Designer from any damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations, or warranties under this Agreement. Under such circumstances Designer shall promptly notify Client in writing of any claim or suit;

(a) Client has sole control of the defense and all related settlement negotiations; and

(b) Designer provides the Client with commercially reasonable assistance, information, and authority necessary to perform the Client’s obligations under this section. The client will reimburse the reasonable out-of-pocket expenses incurred by the Designer in providing such assistance.

10.2 By Designer. Subject to the terms, conditions, express representations, and warranties provided in this Agreement, Designer agrees to indemnify, save and hold harmless Client from any damages, liabilities, costs, losses, or expenses arising out of any finding of fact which is inconsistent with Designer’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arising directly as a result of gross negligence or misconduct of Client provided that

(a) Client promptly notifies Designer in writing of the claim;

(b) Designer shall have sole control of the defense and all related settlement negotiations; and

(c) Client shall provide Designer with the assistance, information, and authority necessary to perform Designer’s obligations under this section. Notwithstanding the foregoing, the Designer shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Designer.

10.3 Limitation of Liability. The services and the work product of designers are sold "as is." In all circumstances, the maximum liability of the designer, its directors, officers, employees,  design agents, and affiliates ("Designer Parties"), to the client for damages for any causes whatsoever, and the client's maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of designer.  In no event shall designer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by the designer, even if the designer has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

11. TERM AND TERMINATION
11.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.

11.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:

(a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or

(b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 10 days from receipt of written notice of such breach.

11.3 In the event of termination, Designer shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Designer or Designer’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, Fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.

11.4 In the event of termination by Client and upon full payment of compensation as provided herein, Designer grants to Client such right and title as provided for in Schedule A of this Agreement concerning those Deliverables provided to, and accepted by Client as of the date of termination.

11.5 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

12. GENERAL
12.1 Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that Designer’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

12.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested and shall be sent to the addresses identified below unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.

12.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned, or encumbered by operation of law or otherwise, without the prior written consent of the other party.

12.4 Force Majeure. Designer shall not be deemed in breach of this Agreement if Designer is unable to complete the Services or any portion thereof because of fire, earthquake, labor dispute, the act of God or public enemy, death, illness or incapacity of Designer or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Designer’s control (collectively, “Force Majeure Event”). Upon the occurrence of any Force Majeure Event, the Designer shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

12.5 Governing Law and Dispute Resolution. The formation, construction, performance, and enforcement of this Agreement shall be per the laws of [the United States/United Kingdom/EU) and [JURISDICTION] without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through any forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that Designer will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Designer shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any other remedies provided for herein.

12.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

12.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent, or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.

12.8 Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained and supersedes and merges all prior and contemporaneous agreements, understandings, and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall control. This Agreement comprises this Basic Terms and Conditions document, the Proposal, and Schedule [A/B/C] below.

By their execution, the parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective party to all of the terms and conditions herein.

Schedule A: Intellectual Property Provisions

1. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART
1.1 Client Content. Client Content, including all pre-existing Trademarks, shall remain the sole property of the Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to Designer a nonexclusive, nontransferable license to use, reproduce, modify, display, and publish the Client Content solely in connection with Designer’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.

1.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. Designer shall inform Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances Designer shall inform Client of any need to license, at Client’s expense, and unless otherwise provided for by Client, Client shall obtain the license(s) necessary to permit Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, Client hereby indemnifies, saves, and holds harmless Designer from any damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions concerning materials included in the Final Art.

1.3 Preliminary Works. The designer retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Designer within 30 days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of Designer.

1.4 Original Artwork. The designer retains all right and title in and to any original artwork comprising Final Art, including all rights to display or sell such artwork. The client shall return all original artwork to the Designer within 30 days of completion of the Services.

1.5 Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs, and out-of-pocket expenses due, Designer assigns to Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Designer for use by Client as a Trademark. The designer shall cooperate with the Client and shall execute any additional documents reasonably requested by the Client to evidence such assignment. Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. Client hereby indemnifies, saves, and holds harmless Designer from any damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of Client’s use and/or failure to obtain rights to use or use of the Trademark.

1.6 Designer Tools. All Designer Tools are and shall remain the exclusive property of Designer. Designer hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s web hosting or internet service providers), perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project. The client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works, or otherwise disassemble or modify any Designer Tools comprising any software or technology of Designer.

2. RIGHTS TO FINAL ART

2.A (1) (a) License for limited usage, no modification rights:

2.1 For print AND/OR online/interactive AND/OR three-dimensional media: Upon completion of the Services, and expressly subject to full payment of all fees, costs, and out-of-pocket expenses due, Designer grants to Client the rights in the Final Art as set forth below. Any additional uses not identified herein require an additional license and may require an additional fee. All other rights are expressly reserved by the Designer. The rights granted to the Client are for the usage of the Final Art in its original form only. The client may not crop, distort, manipulate, reconfigure, mimic, animate, create derivative works or extract portions or in any other manner, alter the Final Art.

Category of use

Medium of use

Duration of use

Geographic territory

Initial press run

Concerning such usage, the Client shall have:

Exclusive or Nonexclusive rights

OR

2.A (1)(b) Exclusive license, no modification rights:

2.2 For print AND/OR online/interactive AND/OR three-dimensional media: Designer hereby grants to Client the exclusive, perpetual, and worldwide right and license to use, reproduce and display the Final Art solely in connection with the Project as defined in the Proposal and accordance with the various terms and conditions of this Agreement. The rights granted to the Client are for usage of the Final Art in its original form only. The client may not crop, distort, manipulate, reconfigure, mimic, animate, create derivative works or extract portions or in any other manner, alter the Final Art.

OR

2.A (1) (c) Exclusive license, with modification rights:

2.3 For print AND/OR online/interactive AND/OR three-dimensional media: Designer hereby grants to Client the exclusive, perpetual, and worldwide right and license to use, reproduce, adapt, modify and display the Final Art solely in connection with the Project as defined in the Proposal and accordance with the terms and conditions of this Agreement.

2.A (2) Liquidation for unlicensed use:

The client’s use of the Final Art shall be limited to the usage rights granted herein for the Project only. Use of the Final Art, Deliverables or any derivative works thereof by Client at any other time or location, or for another project or outside the scope of the rights granted herein require an additional fee and Designer shall be entitled to further compensation equal to Extra Compensation% of the original Project fee unless otherwise agreed in writing by both parties. In the event of non-payment, the Designer shall be entitled to pursue all remedies under law and equity.

OR

2.B Assignment:

Upon completion of the Services, and expressly subject to full payment of all fees, costs, and expenses due, Designer hereby assigns to Client all right, title and interest, including without limitation copyright and other intellectual property rights, in and to the Final Art. The designer agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment. 

The following 3 supplements can be added to the agreement as needed: Supplement 1 Print-Specific Terms and Conditions, Supplement 2 Interactive-Specific Terms and Conditions and Supplement 3 Environmental-Specific Terms and Conditions. Delete the supplements that are not being added to the agreement or refer to the appropriate branched document: https://www.docracy.com/doc/versions?docId=2811

Supplement 1: Print-specific Terms and Conditions
1. Samples. Client shall provide Designer with Number of samples of each printed or published form of the Final Deliverables, for use in Designer’s portfolio and other self- promotional uses. Such samples shall be representative of the highest quality of the work produced.

2. Finished Work. The printed work, and the arrangement or brokering of the print services by Designer, shall be deemed in compliance with this Agreement if the final printed product is within the acceptable variations as to kind, quantity, and price following current or standard trade practices identified by the supplier of the print and print-related services. Whenever commercially reasonable and if available, Designer shall provide copies of the current or standard trade practices to Client. Notwithstanding, the Designer shall have no responsibility or obligation to negotiate changes or amendments to the current or standard trade practices. 

Supplement 2: Interactive-specific Terms and Conditions

1. SUPPORT SERVICES
1.1 Warranty Period. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies, but shall not include the development of enhancements to the Project or other services outside the scope of the Proposal. During the first Months covered by Warranty months following the expiration of this Agreement (“Warranty Period”), if any, the Designer shall provide up to Hours covered by Warranty hours of Support Services at no additional cost to Client. Additional time shall be billed at the Designer’s regular hourly rate, then in effect upon the date of the request for additional support.

1.2 Maintenance Period. Upon expiration of the Warranty Period and at Client’s option, the Designer will provide Support Services for the following Months covered by Maintenance months (the “Maintenance Period”) for a monthly fee of [Monthly Maintenance Fee]. The parties may extend the Maintenance Period beyond one year upon mutual written agreement.

2. ENHANCEMENTS
During the Maintenance Period, the Client may request that Designer develop enhancements to the Deliverables, and Designer shall exercise commercially reasonable efforts to prioritize Designer’s resources to create such enhancements. The parties understand that preexisting obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis at Designer’s then in effect price for such services.

3. ADDITIONAL WARRANTIES AND REPRESENTATIONS
3.1 Deficiencies. Subject to the representations and warranties of Client in connection with Client Content, Designer represents and warrants that the Final Deliverables will be free from Deficiencies. For this Agreement, “Deficiency” shall mean a failure to comply with the specifications outlined in the Proposal in any material respect, but shall not include any problems caused by Client Content, modifications, alterations, or changes made to Final Deliverables by Client or any third party after delivery by Designer, or the interaction of Final Deliverables with third-party applications such as Web browsers other than those specified in the Proposal. The parties acknowledge that the Client’s sole remedy and Designer’s sole liability for a breach of this Section is the obligation of the Designer to correct any Deficiency identified within the Warranty Period. If a Deficiency is caused by Third Party Materials provided or specified by Designer, the Designer's sole obligation shall be to substitute alternative Third Party Materials.

3.2 Designer Tools. Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Designer represents and warrants that, to the best of Designer’s knowledge, the Designer Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by Client or third parties.

4. COMPLIANCE WITH LAWS
The designer shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the known relevant rules and regulations. Client, upon acceptance of the Deliverables, shall be responsible for conformance with all laws relating to the transfer of software and technology. 

Supplement 3: Environmental-specific Terms and Conditions

1. PHOTOGRAPHS OF THE PROJECT
Designer shall have the right to document, photograph, or otherwise record all completed designs or installations of the Project, and to reproduce, publish and display such documentation, photographs, or records for Designer’s promotional purposes following Section 6 of the Basic Terms and Conditions of this Agreement.

2. ADDITIONAL CLIENT RESPONSIBILITIES
Client acknowledges that Client shall be responsible for performing the following in a reasonable and timely manner:

(a) Communication of administrative or operational decisions if they affect the design or production of Deliverables, and coordination of required public approvals and meetings;

(b) Provision of accurate and complete information and materials requested by Designer such as, by way of example, not limitation, site plans, building plans and elevations, utility locations, color/material samples, and all applicable codes, rules, and regulation information;

(c) Provision of approved naming, nomenclature; securing approvals and correct copy from third parties such as, by way of example, not limitation, end users or donors as may be necessary;

(d) Final proofreading and written approval of all project documents including, by way of example, not limitation, artwork, message schedules, sign location plans, and design drawings before their release for fabrication or installation. If Client has approved work containing errors or omissions, such as by way of example, not limitation, typographic errors or misspellings, Client shall incur the cost of correcting such errors;

(e) Arranging for the documentation, permissions, licensing, and implementation of all electrical, structural or mechanical elements needed to support, house, or power signage; coordination of sign manufacture and installation with other trades; and

(f) Bid solicitation and contract negotiation; sourcing, the establishment of final pricing, and contract terms directly with fabricators or vendors.

3. ENGINEERING
The Services shall include the selection and specifications for materials and construction details as described in the Proposal. However, Client acknowledges and agrees [that Designer is not a licensed engineer or architect, and] that responsibility for the interpretation of design drawings and] the design and engineering of all work performed under this Agreement (“Engineering”) is the sole responsibility of Client and/or its architect, engineer or fabricator.

4. IMPLEMENTATION
The client expressly acknowledges and agrees that the estimates provided in the Proposal, at any time during the project for implementation charges such as, including, but not limited to, fabrication or installation are for planning purposes only. Such estimates represent the best judgment of Designer or
its consultants at the time of the Proposal, but shall not be considered a representation or guarantee that project bids or costs will not vary. The client shall contract and pay those parties directly responsible for implementation services such as fabrication or installation (“Implementation”). Designer shall not be responsible for the quality or timeliness of the third-party Implementation services, irrespective of whether Designer assists or advises Client in evaluating, selecting, or monitoring the provider of such services.

5. COMPLIANCE WITH LAWS
The designer shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the applicable rules and regulations. However, the Designer is not an expert and makes no representations or warranties in connection with compliance with such rules, codes, or regulations. The compliance of the Final Deliverables with any such rule, codes, or regulations shall be the responsibility of the Client. The designer shall use commercially reasonable efforts to ensure the suitability and conformance of the Final Deliverables.

6. CLIENT INSURANCE
Client shall maintain, during the term of this Agreement, at its sole expense, construction and maintenance liability, product liability, general business liability, and advertising injury insurance from a recognized insurance carrier in the amount of at least $Minimum Insurance per occurrence. Such insurance shall name Designer individually as an additional named insured. The client shall provide a copy of said insurance policy to the Designer at the Designer’s request. 

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