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THIS CONTRACT AND AGREEMENT (the “Agreement”) is signed between:
AGENCY: Kay Productions LLC
(NAME): Franciska Kosman
LOCATION: 101 Montgomery Ave, Apt A1 Bala Cynwyd, Pa 19004
The Client is of the opinion that the Agency has the necessary qualifications, experience, and abilities to provide the Podcast Launch VIP Day service to the Client.
The Agency is agreeable to providing the Podcast Launch VIP Day service to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Agency (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
1. SERVICES PROVIDED
The Client hereby agrees to engage the Agency to provide the Client with the following services (the “Services”):
Podcast Launch VIP Day.
The Services will include the following tasks which the Agency hereby agrees to provide:
A custom shopping list for the Client’s studio equipment needs.
A 4-5 hour Zoom or in-person session depending on the location of the Client.
Creation & Consultation of the show title, show description, trailer intro and outro, cover art, and a music piece of the Client’s podcast.
The recording of the trailer episode of the Client’s podcast and registration with a hosting platform.
Educating the Client to edit, produce, export, master and upload the episode of the podcast.
Submitting the Client’s podcast RSS feed to Apple Podcasts, Google Podcasts, Spotify, and other podcast streaming platforms.
Creating a smart workflow system for the Client’s podcasting.
A follow-up Question and Answers session with Franciska for up to 90 minutes at least 4 weeks later which can be used by the Client for marketing, production, guest experience, monetization and more.
2. TERM OF AGREEMENT
The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services.
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
The Agency will charge the Client a flat fee of $3250.00 for the Services (the “Compensation”).
The Client will be invoiced when (Please fill in here whether you will invoice before the service)
Invoices submitted by the Agency to the Client are due upon receipt.
In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Agency will be entitled to pro-rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Agency.
The Compensation as stated in this Agreement does not include sales tax or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
The Agency does not offer any refunds and all payments made by the Client are final.
Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. The Agency agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Agency has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement. All written and oral information and material disclosed or provided by the Client to the Agency under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Agency.
7. OWNERSHIP OF INTELLECTUAL PROPERTY
All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design, and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner. The Agency may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Agency will be responsible for all damages resulting from the unauthorized use of the Intellectual Property.
8. RETURN OF PROPERTY
Upon the expiration or termination of this Agreement, the Agency will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
9. CAPACITY/INDEPENDENT AGENCY
In providing the Services under this Agreement it is expressly agreed that the Agency is acting as an independent Agency and not as an employee. The Agency and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state, or federal tax, unemployment compensation, workers’
compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Agency during the Term. The Agency is responsible for paying, and complying with reporting requirements for, all local, state, and federal taxes related to payments made to the Agency under this Agreement.
Except as otherwise provided in this Agreement, the Agency will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Agency will work autonomously and not at the direction of the Client. However, the Agency will be responsive to the reasonable needs and concerns of the Client.
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever,
which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
The Agency will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
13. ENTIRE AGREEMENT
It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement.
14. JURISDICTION, VENUE & CHOICE OF LAW
Through the Client’s assent to this agreement, they agree that law of Commonwealth of Pennsylvania shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between the Client and the Agency, with the exception of its conflict of law provisions. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. The Client hereby
waives the right to any objection of venue, including assertion of the doctrine of forum non-conveniens or similar doctrine.
15. FORCE MAJEURE
The Agency is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
If any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
The Agency: Kay Productions LLC
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