Section 1: Professional Services and Confidentiality
Agreement Overview: This agreement is between Current Development, LLC (“Agency”) and “Client”.
Professional Services: Agency agrees to perform the services as outlined in this agreement.
Confidentiality: Agency and Client are governed by any signed NDA (if applicable) and will maintain full confidentiality of services provided.
Section 2: Compensation, Fees, and Terms
Compensation and Fee Structure:
Client agrees to compensate Agency for services as outlined in the attached scope of work or proposal. Compensation will fall under one of the following two structures:
Project-Based Work:
For projects billed on a flat-fee basis, 100% of the total project fee is due upfront prior to the commencement of work. No work will begin until payment is received in full. Additional services requested outside the scope of the original project may be billed separately and will require written Client approval.
Retainer-Based Services:
For ongoing services under a 12-month retainer agreement, fees are billed monthly at the rate specified in the contract. The retainer agreement will auto-renew for additional 12-month terms unless either party provides written notice of non-renewal at least 30 days before the end of the current term.
Reimbursable Expenses:
Client agrees to reimburse Agency for reasonable and necessary out-of-pocket expenses incurred in connection with the services, provided such expenses are pre-approved in writing by the Client.
Payment Terms:
All invoices are due within 15 days of receipt. A finance charge of 1.5% per month (or the maximum allowable by law) will be added to any unpaid balance more than 15 days past due. In the event of collection or legal action to recover unpaid fees, the Client will be responsible for all associated costs, including attorney’s fees and court costs.
Section 3: Hard Costs and Upfront Payments
Hard Costs: Agency is not responsible for “hard costs” such as legal fees, printing, delivery, production, hosting, travel expenses such as airfare, gas, meals, and incremental travel related expense, etc. Client will be notified in writing of all hard costs prior to approval.
Upfront Payments: Some third-party vendors require upfront payment. Agency will notify the Client of such costs, and if they exceed the approved budget. Client approval is required before proceeding. Incremental costs are the Client’s responsibility and billed monthly with written approval required before purchase.
Section 4: Cooperation, License, and Representations
Cooperation: Client agrees to provide Agency with reasonable information and cooperation necessary for the completion of contracted work.
Limited License: Agency is granted a limited license to use Client’s intellectual property solely for performing the services outlined. This license terminates upon the agreement’s termination.
Representations and Warranties: Both parties represent and warrant compliance with all applicable laws and industry standards. Client warrants it holds all necessary certifications and licenses required for the services. Both parties represent and warrant they have the authority to enter into and perform under this agreement.
Section 5: Survivability and Intellectual Property
Survivability: If the Client is acquired by a third party, this agreement will survive to the new or acquiring organization.
Intellectual Property: All intellectual property rights to any deliverables or marketing materials created under this agreement belong to the Client, except for any pre-existing IP of Agency. The Client grants Agency a limited, non-exclusive license to use such IP solely for performing the services outlined.
Section 6: Warranty, Liability, and Indemnification
Limited Warranty/Disclaimer: Agency warrants it will perform services in a professional manner, in accordance with industry standards. Except for this limited warranty, Agency disclaims all other warranties, express or implied, including merchantability or fitness for a particular purpose.
Limitation on Liability: Agency’s liability to the Client for any claims arising out of or related to this agreement is limited to the total amount of fees paid by the Client. Neither party is liable for any errors or claims arising from the use of the Client’s platform or IP.
Mutual Indemnification: Each party indemnifies, defends, and holds harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of any breach of this agreement by the indemnifying party or its personnel.
Section 7: Termination and Dispute Resolution
Termination for Cause: Either party may terminate this agreement for cause upon written notice if the other party materially breaches the agreement and fails to cure such breach within 90 days of receiving written notice.
Effect of Termination: Upon termination, all rights and licenses granted by the Client to Agency terminate, and Agency must return all Client property and confidential information. This contract may only be terminated for cause. In the event of non-payment, the remaining contract amount shall become immediately due and payable.
Dispute Resolution: Venue and jurisdiction for any disputes are in Williamson County, Tennessee.
Non-Solicitation of Employees: The Client agrees not to solicit, induce, recruit, or encourage any of Agency’s employees to terminate their employment or work for the Client during the agreement or for one year after termination.
Section 8: Confidentiality, Subcontracting, and Mediation
Confidentiality: Both parties agree to maintain the confidentiality of all confidential information disclosed by the other party and to use such information solely for performing their obligations under this agreement.
Subcontracting: Agency may subcontract certain services, provided this does not materially affect the quality or timing of the services provided under this agreement.
Mediation: If a dispute arises, both parties agree to attempt to resolve it through good faith negotiations. If unsuccessful, they agree to submit the dispute to mediation before commencing any legal proceedings. The mediation will be conducted by a neutral third-party mediator selected by the parties or appointed by the courts where the agreement was entered. If mediation fails, either party may pursue legal remedies.
