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CONTRACTS & AGREEMENTS

CONTRACTS & AGREEMENTS

Welcome to the Live In Color Agency’s Combined Agency and Consulting Agreement page. This document serves as a comprehensive template outlining the terms and conditions under which our agency provides creative, managed, ad hoc, marketing, and consulting services. The Agreement is designed to establish a clear, mutually beneficial working relationship between Live In Color Agency (“Agency”) and its clients (“Client”).

Combined Agency and Consulting Agreement

This Combined Agency and Consulting Agreement (“Agreement”) is entered into on the date it is accepted by the Client (“Effective Date”) between Live In Color Agency (“Agency”) and the accepting party and the company they represent (“Client”), collectively referred to as the “Parties.”

RECITALS

WHEREAS, the Agency desires to provide creative, managed, ad hoc, marketing, and consulting services to the Client, and the Client is willing to retain the services of the Agency as an independent contractor.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Definitions:

  • Agency: Live In Color Agency.
  • Client: The Signee and the Company they are signing on behalf of.
  • Statement Of Work (SOW): A legally binding agreement between a client and a vendor that describes the terms and conditions for the execution of a project’s scope of work.
  • Deliverables: Tangible or intangible products, services, or results that must be produced and delivered to a client or stakeholder at a specified time within the project’s lifecycle.
  • Creative Rights: The rights pertaining to the creation, use, and ownership of creative works produced under this Agreement.
  • Creative Rights Transfer: The process by which creative rights are transferred from the Agency to the Client upon full payment for services rendered.
  • Wait Charges: Additional charges that may be incurred due to the Client’s failure to provide necessary materials or prompt feedback, hindering the Agency’s ability to meet project deadlines.
  • Super Admin: The highest level of administrative access and control granted to the Agency over any systems, platforms, or services provided as part of the engagement.
1. Arbitration and Equitable Relief
The Parties will attempt to promptly resolve any dispute or controversy arising out of or relating to the formation, performance, or termination of this Agreement.
1.1 Binding Arbitration

####### If a settlement is not reached amicably, such dispute will be submitted to binding arbitration in Atlanta, Georgia, in accordance with the rules of the American Arbitration Association. Negotiations pursuant to this paragraph are confidential and treated as compromise and settlement negotiations.

1.2 Arbitrator’s Decision

####### The arbitrator may grant injunctions or other relief, and their decision will be final, conclusive, and binding. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The Agency and the Client shall each pay one-half (½) of the costs and expenses of such arbitration, and each shall separately pay its respective attorneys’ fees and related expenses. This arbitration provision shall be binding on all employees, agents, contractors, investors, suppliers, vendors, assigns, purchasers, and clients of the Agency and the Client.

2. Governing Law
This Agreement will be governed, construed, and controlled by the laws of the State of Georgia, and the Federal Arbitration Act, the latter to control in case of conflict. Both parties consent to the jurisdiction of the state and federal courts sitting in the State of Georgia, with the venue for any action under this Agreement being the State Court of Dekalb County, Georgia.
3. Statement of Work (SOW) Validity
This Statement of Work (SOW)/proposal is considered valid and binding upon acceptance by the Client, either by written or verbal agreement.
4. Project Deadlines and Deliverables
The Agency will make all reasonable efforts to meet project deadlines and deliverables as outlined in the SOW. The Client acknowledges that timely cooperation and provision of required content and materials are essential for project success.
5. Client’s Responsibility for Content and Materials
The Client is responsible for providing all necessary content, materials, and information required for project execution. Delays in providing these materials may impact project timelines.
6. Creative Rights Transfer
Upon full payment for the services rendered under this Agreement, all creative rights to the works within the proposal will be transferred to the Client.
7. Refund Policy
The Client acknowledges that all work is pre-agreed upon and scheduled. Therefore, no refunds will be issued for services rendered under this Agreement.
8. Revenue Building Strategy
The Client agrees to adhere to the Agency’s pre-described “who, what, when, where, why” strategy for company revenue building to ensure the best possible results from the engagement.
9. Third-Party Entities
If the Agency is required to work with third-party entities that the Client is currently under contract with, and such entities impede the Agency’s ability to successfully deliver on project timelines, the Agency shall not be held responsible for such delays.
10. Onboarding Process
Upon activation of the project, a 14-day onboarding process will commence. This period is dedicated to setting up necessary systems, understanding client requirements in depth, and preparing for the execution of the project. The Client acknowledges that this onboarding period is crucial for the successful initiation of the project.
11. Severability
If any provision of this Agreement is found invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, it will be modified or excised, and the Agreement will be construed as if the provision had been included as modified or not included.
12. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements. It is mutually obligatory and applies only to the Statement of Work attached to this quote/proposal. The Agency reserves the right to change terms in the future.
13. Notices and Dispute Resolution
Notices under this Agreement shall be in writing and delivered via email to legal@liveincoloragency.com, certified mail, or overnight courier to the addresses specified below. Any disputes arising under this Agreement shall be communicated to this email address.
14. Confidentiality
Confidential Information shall include, but not be limited to, information relating to research, developments, clients, customers, business activities, plans, products, and computer code. The Parties agree not to disclose any Confidential Information except as required to perform the services under this Agreement and to return all Confidential Information upon termination of this Agreement.
15. Protected Work
Company slogans, logos, photos, copyrighted material, trademarks, and other intellectual property remain the property of the Agency. No use, license, or authorization provided to the Client diminishes the Agency’s rights therein.
16. Payment Schedule and Penalties
16.1 Wait Charges

####### In addition to the payment schedule outlined in this Agreement, the Client acknowledges that the Agency may incur additional charges (“wait charges”) in the event the Client fails to provide necessary materials or prompt feedback, hindering the Agency’s ability to meet project deadlines. The rate for wait charges shall be $250 per hour, calculated based on the time required to address delays caused by the Client.

16.2 Late Payment and Project Balance

####### Payments under this Agreement are due on either the 1st or the 15th of each month as specified in the payment plan. The Client is granted a grace period of 5 days for payments. In the event of late payment beyond this grace period, the Client shall incur late charges, which will accrue every thirty days at a rate of 2% interest per month on the late balance. Additionally, if the project’s agreed-upon payment extends beyond 3 months, the Agency retains the right to charge the remaining project balance in full.

19. Super Admin Clause
From the Effective Date of this Agreement until all payments due under this Agreement have been fully rendered and satisfied, the Agency shall maintain super admin privileges and control over any systems, platforms, or services provided as part of the engagement. The Client agrees to grant the Agency necessary access and permissions to fulfill its obligations. Once all payments have been made in accordance with this Agreement, the super admin privileges shall be transferred to the Client.

IN WITNESS WHEREOF, the Parties hereto have executed this Combined Agency and Consulting Agreement as of the Effective Date.

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Warm regards, The Live In Color Agency Team