GENERAL WORKING AGREEMENT – This document defines the terms and conditions of our working relationship. All projects or services that Elevation Firm may be contracted to produce or provide for CLIENTS will be subject to the following:
WORKING/BILLING PHASES – Based on our experience with long-term professional services projects and design/marketing/advertising projects, we have found that it is mutually advantageous to handle each project in logical working/billing phases.
Project-Based Work – Planning the work, cost estimating, and billing in several phases permits Elevation Firm or CLIENTS to adjust for such revisions/or halt work before completion if a project is postponed or canceled. Any canceled project is billed only through phases and/or portions of phases that were actually completed by Elevation Firm. For each project, CLIENTS will receive a proposal/estimate outlining the project specifications and our proposed scope of services and working/billing phases. Each proposal estimate will contain a project budget, which includes estimated fees for professional services and separate itemized costs for anticipated out-of-pocket expenses. Unless stated as a final cost for services, actual billed usage will be on time completion of project and can be more than estimate expenses. All payment information will be encrypted and safeguarded. We will begin work upon CLIENTS’S approval of the written estimate and retainer. Your approval (written or oral) will constitute an agreement between us.
Subscription or Retainer Based Work – Elevation Firm will be compensated and CLIENTS will be billed as provided in quote. Elevation Firm will invoice CLIENTS for all media and third-party costs sufficiently in advance of the due date to permit payment by CLIENTS to Elevation Firm in order to take advantage of all available cash discounts or rebates. The cost of production materials and services shall be billed by Elevation Firm upon completion of the production job, or upon receipt of supplier invoice prior thereto. On all outside purchases other than for media, Elevation Firm will provide to the invoice proof of billed charges from suppliers upon request. All invoices shall be rendered on or about the first day of each month and will be payable the seventh day of the month. Invoices shall be submitted in an itemized format. Interest will be charged on overdue invoices at a rate of one and a half percent (1.5%) per annum, or the maximum permitted by law, whichever is less.
CLIENTS will pay either a monthly, quarterly, or yearly fee of in consideration of the advertising/marketing/retainer/subscription services performed by Elevation Firm. Such fee shall be deemed a nonrefundable advance against commissions to be received by Elevation Firm as follows:
(1) On all media purchased by Elevation Firm, Elevation Firm shall bill CLIENTS at the published card rates, or negotiated rates, as may be applicable. If no Elevation Firm commission, or less than fifteen percent (15%) Elevation Firm commission (the “Commission Rate”), is granted or allowed on any such purchases, CLIENTS agrees that Elevation Firm may invoice CLIENTS an amount which, after deduction of Elevation Firm’s cost, will yield Elevation Firm the aforesaid Commission Rate of such amount as Elevation Firm commission.
During the Notice Period following notice of termination, Elevation Firm will be entitled to commissions on all digital orders whose published closing dates fall within the Notice Period and of print and broadcast media where the air dates fall within the Notice Period, regardless of who may place such orders.
(2) With respect to the engagement of talent, Elevation Firm shall bill CLIENTS the authorized engagement rate, plus any taxes, insurance, pension and health fund contributions, etc. applicable thereto, plus an amount which, after deduction of Elevation Firm’s cost, will yield Elevation Firm the Commission Rate on such amount as Elevation Firm commission.
(3) On broadcast production, artwork, engravings, type compositions, and any and all art and mechanical expenses incurred by Elevation Firm pursuant to CLIENTS’s authorization, Elevation Firm shall invoice CLIENTS an amount which, after deduction of Elevation Firm’s cost, will yield Elevation Firm the Commission Rate on such amount as Elevation Firm commission.
(4) Advances against commissions will be reconciled against commissions actually received on a (monthly, quarter-annual, or other) basis. Elevation Firm will issue the appropriate credit or debit invoices.
REFUNDS – Elevation Firm has a no refund policy. Under no conditions will CLIENTS be provided a refund.
CHARGEBACKS – In the event of CLIENTS’s breach of any of the foregoing representations and/or warranties, Elevation Firm shall have, in addition to all other rights under this Agreement, the right to chargeback to CLIENTS immediately the full amount of the Receivables affected thereby together with interest, but such chargeback shall not be deemed a reassignment thereof, and Elevation Firm shall retain a security interest in such Receivable and in the services or products represented thereby until such Receivable is fully paid, settled or discharged and all CLIENTS’s Obligations (as hereinafter defined) to Elevation Firm are fully satisfied. Elevation Firm shall not, however, have the right to chargeback to CLIENTS any Approved Receivable which is unpaid solely because of such customer’s financial inability to pay.
SCOPE SERVICES – Elevation Firm will provide CLIENTS with services provided in quote. Should CLIENTS request Elevation Firm to perform additional services beyond what is provided in quote, Elevation Firm and CLIENTS will negotiate in good faith with respect to the terms, conditions, and compensation for such additional services. Any agreement for additional services will be set forth in writing and considered an addendum to this Agreement. We will begin work upon CLIENTS’S approval of the written estimate. Your approval (written or oral) will constitute an agreement between us.
PAYMENT/ESTIMATES – CLIENTS agrees to pay Elevation Firm in accordance with the terms specified in each proposal/estimate.
Project-Based Work – On accounts that have not submitted a credit application and been approved by our credit department, CLIENTS will be required to pay 50% of the project cost before work can begin. Once the first draft is delivered, the remaining 50% is due. Any overages are billed at the hourly rate.
Subscription or Retainer Based Work – All invoices must be paid by the due date. Unless otherwise specified, all subsequent balances due are payable upon approval. Interest on past due balances is 18% per annum or 1.5% per month. We reserve the right to refuse completion or delivery of work until past due balances are paid.
Estimate: Billing will reflect the actual costs incurred unless stated that pricing is based upon total project. Valid for only 30 days from date on estimate. CLIENTS requested changes will be billed additionally. The CLIENTS will be notified of any price changes.
Facebook Marketing Partner for Technical Services – With all Mind the Gap Program and Facebook Marketing Partner for Technical Services Participants from Facebook, Facebook will be sent the invoice to be paid on behalf of the CLIENTS if designated on the Project Execution Page
OUT-OF-POCKET EXPENSES – Fees for professional services do not include outside purchases such as, but not limited to, printing, photography, color printouts, laminating, illustrations, separations, shipping and handling or courier service. Expenses are itemized on each invoice. Expenses are subject to Texas sales tax unless 1) You are a nonprofit organization; or 2) the work is for resale and you have submitted a resale certificate to Elevation Firm. If consultant or supervisory services are required in out-of-town locations, we will bill lodgings, meals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.
OWNERSHIP – All campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, patent, or similar protection (collectively, the “Work Product”) produced by Elevation Firm are the property of the Elevation Firm. CLIENTS can obtain ownership provided: (1) such Work Product is accepted in writing by the CLIENTS within twelve (12) months of being proposed by Elevation Firm, (2) CLIENTS pays all fees and costs associated with creating and, where applicable, producing such Work Product, and, (3) Elevation Firm agrees in writing to release ownership rights. Work Product that does not meet the two foregoing conditions shall remain Elevation Firm’s property.
Notwithstanding the foregoing, it is understood that Elevation Firm may, on occasion, license materials from third parties for inclusion in Work Product. In such circumstances, ownership of such licensed materials remains with the licensor at the conclusion of the term of the license. In such instances, CLIENTS agrees that it remains bound by the terms of such licenses. Elevation Firm will keep CLIENTS informed of any such limitations.
According to the Copyright Law of 1976, the rights to all design and artwork, including but not limited to photography and or illustration created by independent photographers or illustrators retained by Elevation Firm, or purchased from a stock Elevation Firm on your behalf, remain with the individual Elevation Firm designer, artist, photographer or illustrator. Unless a purchase of “All Rights” (A Buyout) is negotiated with Elevation Firm and/or his/her authorized representative, you may not use or reproduce the design or the images therein for a purpose other than the one(s) originally stipulated. If you wish to use the design we have created and/or the images within it for another purpose or project, including a reprint or exhibition, you must contact us to arrange the transfer of rights and any additional fees before proceeding. If printing or other implementation is done through your vendors, you agree to return to us all our original mechanicals and artwork (slides, prints, drawings, separations, etc.) within two weeks, and to provide us with printed samples of each project.
We reserve the right to photograph and/or distribute or publish for our firms promotional and marketing needs any work we create for you, including mock-ups and comprehensive presentations, as samples for our portfolio, firm newsletter, brochures, slide presentations and similar media. We agree to store mechanical boards and computer disks for a period of 6 months beyond the delivery of a job. Thereupon, we reserve the right to discard them.
REVISIONS AND ALTERATIONS – New work requested by CLIENTS and performed by Elevation Firm after a proposal/estimate has been approved is considered a revision or alteration. CLIENTS is responsible for submitting detailed outlines of revisions to be made. All revisions must be in writing. Elevation Firm is not held responsible for unclear revisions or verbal revisions. Once submitting a round of revisions, that round is closed. All additional revisions are billed in a different round. If original revision is not explicitly outlined and revision is not met, then additional revisions will be billed on separate round after clarification. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a proposal revision memo to you, and a revised additional fee must be agreed to by both parties before further work proceeds. Author’s alterations and other copy changes requested after layouts or mechanicals are completed are billed at standard hourly rates.
OVERTIME – Estimates are based on a reasonable time schedule, and may be revised to take into consideration your “ Priority Scheduling” requests requiring overtime and weekends. Knowledge of your deadlines is essential to provide an accurate estimate. In addition, outside suppliers such as service bureaus charge a 100% to 200% markup on overtime after 5:30pm and weekends.
NATURE OF COPY – CLIENTS agrees to exercise due diligence in its direction to us regarding preparation of materials and must be able to substantiate all claims and representations. You are responsible for all trademark, servicemark, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare.
ERRORS AND OMISSIONS – It is the CLIENTS’S responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. Elevation Firm is not liable for errors or omissions. Your signature or that of your authorized representative is required on all mechanicals or artwork prior to release for printing or other implementation.
TELECOMMUNICATIONS – CLIENTS shall pay for all transmissions charges. The Elevation Firm is not responsible for any errors, omissions or extra costs resulting from faults in the telephone, cable, satellite network or from incompatibility between the sending and receiving equipment.
OVER RUNS AND UNDER RUNS – The CLIENTS will accept over runs or under runs that do not exceed 10% of the quantity ordered on all jobs. The Elevation Firm will bill for actual quantity delivered within this tolerance. If the CLIENTS requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.
APPOINTMENT – In the event of Advertising and/or Marketing Services, CLIENTS appoints Elevation Firm as CLIENTS’s exclusive advertising and marketing Elevation Firm in connection with the products and/or services of CLIENTS described in project proposal, attached hereto, for a term (“Term”) as hereinafter provided.
SCOPE OF ADVERTISING SERVICES– Elevation Firm will provide CLIENTS with the advertising services provided in quote, attached hereto. Should CLIENTS request Elevation Firm to perform additional services beyond what is provided in quote, Elevation Firm and CLIENTS will negotiate in good faith with respect to the terms, conditions, and compensation for such additional services.Any agreement for additional services will be set forth in writing and considered an addendum to this Agreement. We will begin work upon CLIENTS’s approval of the written estimate. Your approval (written or oral) will constitute an agreement between us.
TECHNICAL SERVICES– Elevation Firm commits to safe handling and encryption of all data. In the event of any data loss, CLIENTS will indemnify and hold Elevation Firm harmless for any loss or expenses due to data recovery. All actions related to data and transfer will be made with safest procedures possible to ensure accuracy. All CLIENTS information will be treated with privacy practices, deleting items that are not necessary for work.
CONFIDENTIALITY AND SAFEGUARD OF PROPERTY – CLIENTS and Elevation Firm respectively agree to keep in confidence, and not to disclose or use for its own respective benefit or for the benefit of any third party (except as may be required for the performance of services under this Agreement or as may be required by law), any information, documents, or materials that are reasonably considered confidential regarding each other’s products, business, customers, CLIENTSs, suppliers, or methods of operation; provided, however, that such obligation of confidentiality will not extend to anything in the public domain or that was in the possession of either party prior to disclosure. Elevation Firm and Cli- ent will take reasonable precautions to safeguard property of the other entrusted to it, but in the absence of negligence or willful disregard, neither Elevation Firm nor CLIENTS will be responsible for any loss or damage.
INDEMNITIES – Elevation Firm agrees to indemnify and hold CLIENTS harmless with respect to any claims or actions by third parties against CLIENTS based upon material prepared by Elevation Firm, involving any claim for libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright, except where any such claim or action arises out of material supplied by CLIENTS to Elevation Firm.
CLIENTS agrees to indemnify and hold Elevation Firm harmless with respect to any claims or actions by third parties against Elevation Firm based upon materials furnished by CLIENTS or where material created by Agen- cy is substantially changed by CLIENTS. Information or data obtained by Elevation Firm from CLIENTS to substan- tiate claims made in advertising shall be deemed to be “materials furnished by CLIENTS.” CLIENTS further agrees to indemnify and hold Elevation Firm harmless with respect to any death or personal injury claims or actions arising from the use of CLIENTS’s products or services.
PLACEMENT OF DIGITAL ADVERTISING – All advertising costs will be the responsibility of the CLIENTS. Elevation Firm will host the advertising account
PROPERTY AND SUPPLIER’S PERFORMANCE – CLIENTS and Elevation Firm respectively agree to keep in confidence, and not to disclose or use for its own respective benefit or for the benefit of any third party (except as may be required for the performance of services under this Agreement or as may be required by law), any information, documents, or materials that are reasonably considered confidential regarding each other’s products, business, customers, CLIENTSs, suppliers, or methods of operation; provided, however, that such obligation of confidentiality will not extend to anything in the public domain or that was in the possession of either party prior to disclosure. In the absence of negligence on our part, however, we are not responsible for loss, destruction or damage or unauthorized use by others of such property. We will use our best efforts to ensure quality and timely delivery of all printed (offset, silk-screened, embossed or otherwise reproduced) pieces. Although we may use our best efforts to guard against any loss to you through the failure of our vendors, media, or others to perform in accordance with their commitments, Elevation Firm is not responsible for failure on their part. In agreement, we will utilize general contact information to use as a reference for future projects. Please specify if you would like us to remove you from the list of potential contacts. If you select your own vendors, other than those recommended by us, you may request that we coordinate their work. If at all possible, we will attempt to do so, but we cannot in anyway be held responsible for quality, price, performance or delivery.
LIEN – All materials or property belonging to the CLIENTS, as well as work performed, may be retained as security until all just claims against the CLIENTS are satisfied.
TERM AND TERMINATION –
Project-Based Work – The term of this agreement will continue for work in progress until specified term date or until terminated by either of us upon thirty (30) days written notice. If you should direct us at any time to cancel, terminate or “put on hold” any previously authorized purchase, we will promptly do so, provided you hold us harmless for any cost incurred as a result.
Upon termination of this agreement, Elevation Firm will transfer to CLIENTS all your property and materials in our control and for which you have paid. CLIENTS will indemnify and hold Elevation Firm harmless for any loss or expense (including attorney ’s fees), and agree to defend Elevation Firm in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to assertions made against CLIENTS and any of its products and services arising from the publication of materials that we prepare and you approve before publication.
Subscription or Retainer Based Work – After the specified term, all agreements auto renew. A cancellation period will be designated on the quote with an option period in which you must send a written notice on plans to cancel.
Upon cancellation, Elevation Firm shall retain all items produced by the CLIENTS, provided that the proposed Ownership criteria has not been met as outlined in the Ownership section.
PRODUCTION SCHEDULES – Production schedules will be established and adhered to by both CLIENTS and Elevation Firm, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of the CLIENTS or the Elevation Firm. Where production schedules are not adhered to by the CLIENTS, final delivery date or dates will be adjusted accordingly.
ADDITIONAL PROVISIONS – The validity and enforceability of this agreement will be interpreted in accordance with the laws of the State of Texas applicable to agreements entered into and performed in the State of Texas. If we must retain attorneys to collect our invoices, we will be entitled to reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.
AMENDMENTS – Any amendments to this Agreement must be in writing and signed by Elevation Firm and CLIENTS.
ENTIRE AGREEMENT – This agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.
Last Revision: February 11, 2019