Agreement Terms. Plain text:
Service Provider: John Davila |
Project: DEWAN RESTAURANT PHOTOGRAPHY
Stage3 Marketing: Chloe Parkinson | Sales & Marketing
This agreement is made on 14/11/19 by and between (Service Provider) John Davila and (client) Stage3 Marketing. In consideration of the mutual agreement made herein, both parties agree as follows:
This outsourcing services contract is entered and agreed upon as of 14/11/19 and takes place between Omaan Raja of Stage3 Marketing residing at 228 Cardigan Rd, LS6 1FN and John Davila.
Service provider will perform tasks outlined in this Outsourcing Services Contract following the schedule outlined in the following table.
The following deliverables will be provided to the client.
All project photography & videography captured within payable hours.
Any notes or drafts recorded within payable hours
All invoices shall be payable by Stage3 Marketing within 5 day(s) of serviceable hours. Invoice totals are reflected in the table below and include all deposits & retainers.
Physical photography & videography
Capturing photographs and videos of subject(s) within given parameters.
Following meticulous instructions regarding subject matter and composition of subject and areas. Following schedule and scheme of work process.
Setup of equipment and apparatus prior to payable work hours.
Subtotal: £25.00 x 3 Hrs
Serviceable hours: 3
Terms and Conditions
Retained Rights. Each party will retain all right, title, and interest in and to its own Pre-Existing Intellectual Property irrespective of any disclosure of such Pre-Existing Intellectual Property to the other party, subject to any licenses granted herein.
Pre-Existing Intellectual Property.
Service provider will not use any third party Pre-Existing Intellectual Property in connection with this Contract unless Provider has the right to use it for Stage3 Marketing’s benefit. If Provider is not the owner of such Pre-Existing Intellectual Property, Provider will obtain from the owner any rights as are necessary to enable Service Provider to comply with this Contract.
Service Provider grants Client a non-exclusive, royalty-free, worldwide, perpetual and irrevocable license Pre-Existing Intellectual Property, to the extent such Pre-Existing Intellectual Property is incorporated into any Deliverable, with the license including the right to make, have made, sell, use, reproduce, modify, adapt, display, distribute, make other versions of and disclose the property and to sublicense others to do these things.
Service Provider will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Provider clearly identifies the specific elements of the Deliverable to contain third party materials, (ii) Provider identifies the corresponding third party licenses and any restrictions on use thereof, and (ii) approval is given by Stage3 Marketing in writing. Service Provider represents, warrants and covenants compliance and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied under this services contract.
Scheduling: Client agrees to work effectively and to a time efficient rate set by Stage3 Marketing. Onsite managing consultant at Stage3 Marketing retains the right to halt and/or cancel forthcoming serviceable hours by the Service provider with no prior written or stated notice due to schedule targets not being achieved to full potential.
Ownership of Deliverables. Subject to completion of serviceable hours, all Deliverables, despite status are property of client. Service Provider agrees that client will own all patents, inventor’s certificates, utility models or other rights, copyrights or trade secrets covering the Deliverables and will have full rights to use the Deliverables without claim for additional compensation and without challenge, opposition or interference by said Provider and will cause each of its Personnel to, waive their respective moral rights therein. Provider will sign any necessary documents and will otherwise assist Stage3 Marketing in securing, maintaining and defending copyrights or other rights to protect the Deliverables in any country.
No Rights to Customer Intellectual Property. Except for the limited license to use materials provided by Stage3 Marketing as may be necessary in order for Service Provider to perform Services under this Contract, Provider is granted no right, title, or interest in any Customer Intellectual Property.
Confidential Information. For purposes of this Contract, “Confidential Information” shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Contract (including information conceived, originated, discovered or developed in whole or in part by Service Provider hereunder). Confidential Information does not include: a) information that is or becomes publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information; b) generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade; c) information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; d) information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or (e) information the Receiving Party develops independent of any information originating from the Disclosing Party.
Non-Disclosure. The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialise or disclose Confidential Information to any person or entity. Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information.
Right to Disclose. With respect to any information, knowledge, or data disclosed to Stage3 Marketing by the Service Provider the Freelancer warrants that the Freelancer has full and unrestricted right to disclose the same without incurring legal liability to others, and that Stage3 Marketing shall have full and unrestricted right to use and publish the same as it may see fit. Any restrictions on Stage3 Marketing’s use of any information, knowledge, or data disclosed by Provider must be made known to Stage3 Marketing as soon as practicable and in any event agreed upon before the start of any work.
Service Provider represents that its execution and performance of this Contract does not conflict with or breach any contractual, other obligations in which provider is committed to. Service Provider shall not accept any work from Stage3 Marketing or work from any other business organisations or entities which would create an actual or potential conflict of interest for the Provider or which is detrimental to Stage3 Marketing’s business interests.
Stage3 Marketing may terminate this Contract and/or an individual project for its convenience, without liability at any time, upon notice to Service Provider.
Service Provider may terminate this Contract upon one day prior written notice provided there are no deliverables in progress during that period.
Stage3 Marketing may terminate this Contract and/or any open projects immediately for cause if the Provider fails to perform any of its obligations under this Contract or if a breach of any of the warranties provided herein and fails to correct such failure or breach to Stage3 Marketing’s reasonable satisfaction within ten (10) calendar days (unless extended by Stage3 Marketing) following notice by Stage3 Marketing. Stage3 Marketing shall be entitled to seek and obtain all remedies available to it in law or in equity.
Upon termination of any project or work given Service Provider hereunder, Provider will immediately provide Stage3 Marketing with any and all work in progress or completed prior to the termination date. As Stage3 Marketing’s sole obligation to Provider resulting from such termination, Stage3 Marketing will pay an equitable amount as determined by Stage3 Marketing for the partially completed work in progress and the agreed to price for the completed Services and/or Deliverables provided and accepted prior to the date of termination.
Upon termination or expiration of this Contract or a project performed by Service Provider hereunder, whichever occurs first, Provider shall promptly return to Stage3 Marketing all materials and or tools provided by Stage3 Marketing under this Contract and all Confidential Information provided by Stage3 Marketing.
Any provision or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Contract.
Service Provider warrants that:
the Services and Deliverables are original and do not infringe upon any third party’s patents, trademarks, trade secrets,
copyrights or other proprietary rights,
it will perform the Services hereunder in a professional and workmanlike manner,
the Deliverable provided to Stage3 Marketing are new, of acceptable quality free from defects in material and workmanship and will meet the requirements and conform with any specifications agreed between the parties,
it has all necessary permits and is authorised to do business in all jurisdictions where Services are to be performed,
it will comply with all applicable jurisdictional laws in performing the Services,
it has all rights to enter into this Contract and there are no impediments to the ability of execution of this Contract.
INSPECTION AND ACCEPTANCE
Non-Conforming Services and Deliverables. If any of the Services performed or Deliverables delivered do not conform to specified requirements, Stage3 Marketing may require the Service Provider to perform the Services again or replace or repair the non- conforming Deliverables in order to bring them into full conformity with the requirements, at Providers sole cost and expense. When the defects in Services and/or Deliverables cannot be corrected by re-performance, Stage3 Marketing may: (a) require the necessary action to, at Service Providers own cost and expense, to ensure that future performance conforms to the requirements and/or (b) reduce any price payable under the applicable project to reflect the reduced value of the Services performed and/or Deliverables delivered by Provider and accepted by Stage3 Marketing.
If Service Provider fails to promptly conform the Services and/or Deliverables to defined requirements or specifications, or take action deemed by Stage3 Marketing to be sufficient to ensure future performance of the project in full conformity with such requirements, Stage3 Marketing may (a) by contract or otherwise, perform the services or subcontract to another Provider to perform the Services and reduce any price payable by an amount that is equitable under the circumstances and charge the difference in re- procurement costs back to Freelancer and/or (b) terminate the project and/or this Contract for default.