Barrcode Branding Service Agreement

This AGREEMENT is entered into today at checkout between, [LEGAL NAME] (hereinafter referred to as “CLIENT”), having an address of [CLIENT’S NAME ADDRESS, CITY STATE AND ZIP COLLECTED at CHECKOUT] and Barrcode Branding having an address of 25 Tierra Plano (hereinafter referred to as “COMPANY”).

IN CONSIDERATION of Client engaging Company to provide Branding & Design Services, the sufficiency of which consideration is hereby acknowledged, Client and Company (individually the “Party” and “collectively the “Parties” to this Agreement mutually agree as follows:        

  1. SCOPE OF SERVICES

Company will provide Branding and Design Services to Client to support Client in achieving Stand Out Branding & Design goals.  The following Branding Services (collectively referred to as “Services”) shall be provided:

Client shall receive all Services as outlined in proposal and/or selected branding package/program.  

  1. DELIVERY OF SERVICES

Services shall be rendered as follows:

Company shall work on Branding Services over an estimated period of time and shall reasonably communicate with Client throughout the process via email, telephone and/or via Basecamp. Company’s goal is to deliver the Final Work Product in specified time, contingent upon Client completing all required tasks and supplying all requested information in a timely fashion.

  1. TERM OF AGREEMENT

The term of this Agreement shall be for a minimum of 90 days, or up to 1 year beginning upon Client’s completion of contract, and receipt of client’s initial payment and ending upon completion of project and/or specified term. 

  1. SERVICE FEE

In exchange for Company’s Services, Client agrees to pay Company a service fee as follows:

[FEES AS DESCRIBED AT CHECKOUT] 

  1. PAYMENT

Client agrees to make timely service fee payments to Company as follows: 

[MONTHLY PAYMENTS AS DESCRIBED AT CHECKOUT]. 

Ex. A.  In consideration for the Services rendered to Client, Client agrees to pay Company  $[see details]  in full upon execution of Agreement.

Or

Ex B.  In consideration for the Services rendered to Client, Client agrees to automatic recurring payments of $[see details] in full upon execution of Agreement.

  1. COMPANY’S RENDERING OF SERVICES SHALL BE CONTINGENT UPON TIMELY PAYMENT

Company’s obligation to render Services pursuant to Paragraph 1 of this Agreement is contingent upon Client’s timely payment of service fee. Client agrees to make timely service fee payment (s) as stipulated in paragraph 5 above.  

  1. LATE FEES

If service fees are not received within 7 days of the due date, a ten percent (10%) late penalty fee will be added to the total outstanding balance.  Company reserves the right to withhold Design Services until all outstanding fees, including late fees, recurring fees and penalties, are paid in full. Any consulting sessions missed due to non-payment shall be deemed forfeited.

  1. EXPENSES

Client shall reimburse Company for all reasonable expenses necessary to complete Services such as subscriptions, font packages, copywriting, etc.

  1. CLIENT’S RESPONSIBILITIES

Client agrees to be cooperative and to timely provide Company with all necessary information and documentation necessary for Company to perform Company’s obligations pursuant to this Agreement.  Company shall not be responsible for delays or damages resulting from Client’s lack of cooperation and/or submission of untimely information.

  1. COMPANY’S RESPONSIBILITIES

Company represents, warrants and covenants to Client that Company will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.

Company further represents, warrants and covenants to Client that, except for Third Party Materials and Client Provided Content, the Work Product shall be the original works of Company and/or its independent contractors. In the event that the Final Work Product include the work of Independent Contractors commissioned for the Services by the Company, Company shall have secure agreements from such contractors granting all necessary rights, title and interests in and to the Final Work Product sufficient for Company to grant the intellectual property right provided in this Agreement, and to the best of Company’s knowledge, the Final Art provided by Company and Company’s subcontractors does not infringe the rights of any party, and use of same in connection with the Services will not violate the rights of any third parties.  In the event Client or third parties modify or otherwise use the Final Work Product outside of the scope of, or in the original manner designed, for any purpose or contrary to the terms and conditions of this Agreement, all representations and warranties of Company shall void. Client shall refrain from modifying the Final Work Product.

  1. WORK PRODUCT OWNERSHIP

Upon completion of the Services and expressly conditioned upon Client complying with all the terms of this Agreement and final payment, including any outstanding late fees and expenses, Company assigns to Client all ownership rights to any works, copyright, client ideas, source files, discoveries, patents, inventions, products, systems, intellectual property or other information, (collectively, the “Work Product”) developed in whole or part by Company in connection with the Services performed pursuant to this Agreement, excluding preliminary concepts not selected by Client.  The Work Product shall be the exclusive property of the Client.  Upon request, Company shall fully cooperate and sign all required documents necessary to confirm or perfect Client’s exclusive ownership rights to the Work Product.  Notwithstanding the foregoing, Client grants Company a worldwide, nonexclusive, license to display the written or visual content developed by Company for Client only in association with Company’s portfolio and for Company’s marketing and other business development purposes.  

  1. Output files

While we do our best to minimize any mistakes, due to the nature of creative design we cannot guarantee all files delivered will be 100% error free. Upon file delivery you agree to review and proof all files for any errors or omissions and notify our team if any changes/corrections are needed. We will do our best to rush any edits to correct the mistakes. Barrcode Branding is not responsible or liable for any losses or expenses incurred from errors or omissions.

  1. TRADEMARK OF FINAL WORK PRODUCT

Upon assignment of ownership OF Final Work Product, in accordance with this Agreement, Client shall have sole responsibility for ensuring that any proposed trademark of Final Product intended to be a Trademark is available for use in commerce and federal registration and does not otherwise infringe upon the rights of any third party.  Client hereby indemnifies, saves and holds harmless Company from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, Trademark. 

COPYRIGHT/TRADEMARK

During the course of this Agreement, Client may receive materials that are copyrighted or trademarked.  Please note that these are for Client’s use only and may not be shared or duplicated in any form, printed or electronic, or otherwise, with any third party.  

  1. NON-DISPARAGEMENT

Client agrees that during the term of this Agreement and thereafter, Client will take no action which is intended or would reasonably be expected to harm Barrcode Branding, Inc., Wendy Barr, the Program or its or their reputation, or which would reasonably lead to unwanted or unfavorable publicity.  Client also agrees not to make any disparaging or defamatory statements, remarks, comments on social media, any internet site or to any third party about Barrcode Branding, Wendy Barr, the Program or its or their reputation.  Client further agrees not to take any action to disrupt Company’s business or harm Company’s reputation. Client agrees that taking any of these prohibited acts will subject Client to a defamation lawsuit and severe damages. 

  1. CONFIDENTIALITY

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 but not limited to Preliminary Works (“Confidential Information”).  Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information except as may be necessary to perform its obligations under the Agreement or if required by a court order.  Confidential Information shall exclude all information in the public domain or that becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

  1. INDEPENDENT CONTRACTOR RELATIONSHIP

It is understood by and between the parties that there is no employer/employee, partnership, agency or joint venture relationship between Client and Company and that this is exclusively a contract for service. Company may engage in other business activities. Company is not an agent or representative of Client and has no authority to bind or commit Company to any agreements or other obligations. Client understands that Company is not an employee of Client, but is an Independent Contractor. As an Independent Contractor, Company is responsible for Company’s income taxes and health insurance.  Company will not receive any fringe benefits, including but not limited to, paid vacation, disability compensation, sick pay, workers compensation, unemployment benefits or any other employee type benefits. 

  1. TERMINATION

Circumstances may occur whereby Client decides Client no longer desires to pursue Design Services. Early termination of this Agreement shall not absolve Client from past or future payment obligations in accordance with the terms of this Agreement. The Refund Provision in paragraph 18 shall apply. 

Company has the right to terminate this Agreement, by giving written notice to Client if Client becomes uncooperative, is not honoring Agreement, fails to submit requested information in a timely manner, thus hindering the progression of completion of the Final Work Product, and if Client is engaging in any behavior that is unreasonable and detrimental to the completion of the Final Work Product, to be determined within the sole discretion of Company.

  1. REFUNDS

Client has the option to terminate this Agreement within seven (7) days of execution, and will receive a full refund.  Client understands no refund shall be issued for any reason whatsoever after expiration of the seven (7) day period. Terminating or abandoning the consultation sessions prematurely, will not entitle Client to a refund if that termination or abandonment occurs outside of the seven (7) day period herein stated, nor will it release Client of any payment obligations pursuant to this Agreement.  Client agrees to be responsible for the full service fee outlined in paragraph 4 and any applicable late fees as outlined in paragraph 7, even if client provides late submission, stops submitting necessary information for Company to proceed or terminates this Agreement for whatever reason. 

  1. FORCE MAJEURE

Company shall not be deemed in breach of this Agreement if Company is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor disputes, acts of God or public enemy, death, illness or incapacity of Company or any local, state, federal, national or international law, government order or regulation or any other event beyond Company’s control (collectively “Force Majeure Event”).  Upon occurrence of any Force Majeure Event, Company 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 Services.

  1. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one of the same instruments.

  1. NO WAIVER OF CONTRACT RIGHTS

Company’s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of Company’s right to subsequently enforce such a provision or any other provision of this Agreement.

  1. GOVERNING LAW; ARBITRATION; MEDIATION  

The laws of the State of California shall govern enforcement and interpretation of this Agreement. Venue and jurisdiction for any court action filed regarding this Agreement or any claims arising out of its execution or performance shall be resolved exclusively in any court of competent jurisdiction in California. Resolution by Arbitration or Mediation may be pursued if agreed to by all Parties or if mandated by governing law.

  1. RECOVERY OF LITIGATION EXPENSES

If any legal action, arbitration, mediation or any other proceeding is brought for enforcement of this Agreement, to resolve an alleged dispute, breach, default or misrepresentation in regard to any of the provisions of this Agreement, the successful or prevailing Party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which that Party may be entitled.

  1. NOTICES

All notices, requests, demands and termination communication under this Agreement shall be in writing and shall be sent by Personal Service or Certified Mail, Return Receipt Requested (RRR), and shall be deemed to have been duly given on the date of service, if personally served on the Party to whom notice is to be given, or on the day of receipt to whom notice is to be given if served by Certified Mail, RRR. Notice must be properly addressed as follows: 

To Client at:            [Address Provided at Checkout]

To Company at:    Barrcode Branding –  25 Tierra Plano, RSM, CA 92688

  1. SEVERABILITY

If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, (a) the Parties shall amend that revision to achieve substantially the same economic effect as the original provision, and (b) the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or invalidated.

  1. ENTIRE AGREEMENT; MODIFICATION; WAIVER

This Agreement represents the entire Agreement between the parties and supersedes all prior and contemporaneous Agreements, understandings and representations of the parties.   Any modification of this Agreement must be in writing. No waiver shall be binding unless executed in writing. 

  1. EXECUTION AND AGREEMENT

Execution of this Agreement constitutes acceptance of all terms and shall cause this Agreement to be binding.