Professional Services Scentbird Contract

Professional Services Scentbird Contract

This Professional Services Agreement (the "Agreement") is entered into as of by and between Client Name: , Client Address: (the "Client"), and Service Provider Name: , Provider Address: (the "Provider"). Each of Client and Provider may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client operates a subscription fragrance business and desires to procure certain professional services related to product formulation, fragrance sourcing, marketing creative, and other consulting services; and

WHEREAS, Provider has the experience, personnel and resources required to perform the Services described in this Agreement and is willing to perform such Services for Client subject to the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the engagement of Provider by Client;

NOW, THEREFORE

In consideration of the mutual covenants contained herein, the Parties agree as follows:

1. ENGAGEMENT; SERVICES

1.1 Engagement. Client hereby engages Provider, and Provider accepts such engagement, to perform the professional services described in Schedule A (the "Services"). Provider shall perform the Services in a professional, timely and workmanlike manner consistent with industry standards.

2. TERM

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of unless earlier terminated in accordance with Section 11. Thereafter the Agreement may be extended by mutual written agreement.

3. COMPENSATION; EXPENSES

3.1 Fees. Client shall pay Provider fees in accordance with the fee schedule set forth in Schedule B. Unless otherwise agreed in writing, fees are due within days of invoice receipt. Late amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

3.2 Expenses. Client shall reimburse Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services. The Parties may set an aggregate expense cap of unless otherwise approved in writing.

4. INVOICING; TAXES

4.1 Invoices. Provider shall submit invoices to Client in sufficient detail to permit verification of the charges. Unless disputed in good faith within ten (10) days, Client shall pay undisputed amounts in accordance with Section 3.1.

4.2 Taxes. Each Party is responsible for its own taxes arising from this Agreement. Client shall withhold taxes from payments to the extent required by applicable law and shall provide Provider with documentation of such withholdings upon request.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means all non-public information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including trade secrets, formulations, customer lists, financial information and marketing plans.

5.2 Non-Use and Non-Disclosure. The Receiving Party shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less protective than those herein.

5.3 Exceptions. Confidential Information shall not include information that (a) is or becomes generally known to the public other than through breach of this Agreement; (b) was rightfully known to Receiving Party prior to disclosure; or (c) is independently developed by Receiving Party without use of the Disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Work Product. "Work Product" means all deliverables, designs, reports, compositions, formulations, inventions and materials prepared by Provider specifically for Client under this Agreement. Subject to Provider's rights in Background Technology, Provider hereby assigns to Client all right, title and interest in and to the Work Product upon full payment of fees due hereunder.

6.2 Background Technology. Provider shall retain all right, title and interest in any of its pre-existing intellectual property and tools used to provide the Services ("Background Technology"). Provider grants Client a non-exclusive, royalty-free, worldwide license to the extent necessary to use the Work Product.

7. REPRESENTATIONS; WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Client's exclusive remedy shall be the re-performance of the nonconforming Services at Provider's expense, or if Provider fails to re-perform within a reasonable period, Client may recover a refund of fees paid for the nonconforming portion.

7.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) to the extent arising out of (a) Provider's gross negligence or willful misconduct, or (b) breach of Provider's representations in Section 7.

8.2 Client Indemnity. Client shall indemnify and hold harmless Provider from and against claims arising out of Client's negligence, misuse of the Work Product, or breach of Client's representations under this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF GOODWILL, WHETHER IN CONTRACT, TORT OR OTHERWISE. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER BY CLIENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

Provider shall maintain commercially reasonable insurance coverage, including general liability and professional liability insurance with limits customary in the industry. Upon Client's request, Provider shall provide a certificate of insurance evidencing such coverage.

11. TERMINATION

11.1 For Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

11.2 For Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

11.3 Effect of Termination. Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination. Sections relating to confidentiality, intellectual property, indemnification, limitation of liability, and survival shall survive termination.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be deemed given upon receipt.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

13.2 Waiver. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

13.3 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and electronic signatures or scanned copies of signatures shall be binding as originals.

14. GOVERNING LAW; DISPUTE RESOLUTION

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules.

14.2 Dispute Resolution. The Parties shall attempt in good faith to resolve any dispute arising under this Agreement promptly by negotiation between executives of the Parties with authority to settle the dispute. If the dispute is not resolved within thirty (30) days, either Party may seek any available remedy in a court of competent jurisdiction.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 Entire Agreement. This Agreement, together with all schedules and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

15.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

16. MISCELLANEOUS

16.1 Relationship of Parties. Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture or employer-employee relationship between the Parties.

16.2 Publicity. Neither Party shall issue press releases or use the other Party's name or trademarks for promotional purposes without the prior written consent of the other Party, except that Client may disclose the existence of this Agreement as required for regulatory or financial reporting.

Sign Now