Monthly Retainer Terms
1. SERVICES AND PAYMENT.
1.1 Services. The Client is hiring Lauren Scheetz
1.2 Schedule. The Consultant will begin work on July 16, 2022 and the work is ongoing. This agreement can be ended by either Client or Consultant at any time, pursuant to the terms of Section 6, Term and Termination.
1.3 Hours. The Consultant will continue working each period if and when those hours are used up. Additional hours will be billed at an hourly rate, and added to the next invoice.
Unused hours carry over for 30 days.
Lauren Scheetz will be available to the Client from 09am to 5pm, EST Monday through Friday.
1.4 Payment. The Client will pay Lauren Scheetz the package agreed upon monthly.
1.5 Expenses. The Client will reimburse the Consultant's expenses. Expenses need to be pre-approved by the Client.
1.6 Invoices. The Consultant will invoice the Client monthly. The Client agrees to pay the amount owed within 4 days of receiving the invoice. Payment after that date will incur a late fee of 3.0%.
1.7 Support. The Consultant will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.
2. OWNERSHIP AND LICENSES.
2.1 Client Owns All Work Product. As part of this job, the Consultant is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Consultant works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Consultant hereby gives the Client this work product once the Client pays for it in full. This means the Consultant is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
2.2 Consultant's Use Of Work Product. Once the Consultant gives the work product to the Client, the Consultant does not have any rights to it, except those that the Client explicitly gives the Consultant here. The Client gives permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.
3. TERM AND TERMINATION.
This Contract is ongoing, until ended by the Client or the Consultant. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 30 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Consultant must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Consultant for the work done up until when the Contract ends and will reimburse the Consultant for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).
4. INDEPENDENT CONTRACTOR.
The Client is hiring the Consultant as an independent contractor. The following statements accurately reflect their relationship:
- The Consultant will use its own equipment, tools, and material to do the work.- The Client will not control how the job is performed on a day-to-day basis. Rather, the Consultant is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the Consultant with any training.- The Client and the Consultant do not have a partnership or employer-employee relationship.- The Consultant cannot enter into contracts, make promises, or act on behalf of the Client.- The Consultant is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The Consultant is responsible for its own taxes.- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Consultant or any of the Consultant's employees or subcontractors.
5. CONFIDENTIAL INFORMATION.
Consultant will not use any information that belongs to client in any way outside of specific project.
6. LIMITATION OF LIABILITY.
Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
11.1 Assignment. This Contract applies only to the Client and the Consultant. The Consultant can assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate),.
11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
11.3 Modification; Waiver. To change anything in this Contract, the Client and the Consultant must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
11.4 Governing Law. The laws of the state of Virginia govern the rights and obligations of the Client and the Consultant under this Contract, without regard to conflict of law principles of that state.
11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.