TERMS OF SERVICE AGREEMENT FOR CONSULTING ENGAGEMENTS
Copyright 2015 Steve Sukman. All rights reserved.
This agreement is addressed to each individual and entity that receives an invoice for services from Steve Sukman. Payment of any invoice from Steve Sukman confirms acceptance of these terms and conditions.
1. I ("Steve Sukman") am an independent contractor doing business as Reverb Partners. I am not an employee, agent or authorized spokesperson for you ("Client"). Client means the person or entity paying any invoice from Reverb Partners. The words "You" and "Your" means Client and the word “Me” or "I" means Steve Sukman when used anywhere in this agreement, regardless of capitalization.
2. At your direction I will provide business services to you on a non-exclusive, part-time and ad hoc basis. You are under no obligation at any time to use my services nor am I obliged to accept any or every assignment from you. Each of us has the right to terminate my services at any time. Should our relationship terminate you agree to pay me a pro rata share of any outstanding amounts for work completed through the date of termination immediately upon the presentation of a final invoice. Sections of this agreement related to intellectual property ownership, indemnification, confidentiality and notice shall survive any elective termination of the agreement.
3. Unless indicated by me I will be the primary author of all deliverables and warrant to you that, except where noted, all written material produced is original and free of any known copyright or other restriction on use. Research data collected by me will be credited to its source or author, where possible. Data, images and graphics used in deliverables will be drawn from a wide variety of online sources. I will attempt to determine if any content is copyrighted and subject to a license fee or restriction on use, however I cannot confirm that each and every piece of content is in the public domain and/or free to use. Because the deliverables that I will be providing to you are generally for limited non-public distribution under terms of non-disclosure, the use of any copyrighted content may be permissible. You are responsible for acquiring a license or permission to use any image in a public or commercial campaign.
4. At your request I will execute a separate non-disclosure agreement. In the absence of such an agreement we both agree that non-public materials that you provide to me and that non-public material that I provide you are strictly confidential until such time as they are made public by their owner. In no event shall either of us disclose confidential information to any party for any reason for a period of 3 years from the date you pay your first invoice to me. You warrant that all information provided to me under any engagement is done so with complete consent of its owner and that I am granted the authority to review, utilize, copy, quote and/or reference the material in work product I deliver to you and only within the context of my engagement. Materials in the public domain and information known to either party prior to disclosure under this agreement are expressly not confidential information as intended in this section.
5. Until such time as payment in full is made to me for my services on any single engagement, I shall be the exclusive owner of all original content produced for that engagement. Upon the clearance of final payment for each engagement I will automatically grant you full ownership of the work product and release all right, title and interest in the material forever and without any future royalty or restriction. Please note that in the case of spreadsheets, only the data contained within individual cells is your property; I retain the right to the spreadsheet template, the layout and all formulas and grant you an irrevocable, lifetime, royalty-free license to use the spreadsheet strictly for the engagement for which is was commissioned. Future use of a spreadsheet requires payment to me and will be quoted under a separate engagement at your request.
6. I accept payment for my services exclusively through PayPal or another electronic payment processing system of my choice. I require a 50% deposit for each engagement to commence work and the balance to be paid immediately upon the delivery of final work product. If final payment is not processed by you within 3 business days following the delivery of final work product, you agree to pay me an additional late fee of 10% of the outstanding amount and the full outstanding balance within 2 business days or I become the exclusive owner of all work product created under any unpaid engagement in perpetuity with all rights of ownership associated therewith.
8. Should the scope of an engagement be increased or decreased at your direction, I will advise you of any increase or decrease in the cost of my services and the retainer fee shall be adjusted to reflect the maintenance of a 50% retainer at all times. The retainer fee will be applied at the conclusion of each engagement and not maintained for future engagements.
7. I will faithfully execute each assignment that I accept and endeavor to deliver all work product in a timely fashion and using the highest standards of professional conduct. To the extent that you (or a designee) are unavailable to provide essential data, information or instructions, a project may be delayed. In such cases I will advise of my inability to meet any deadlines and clearly request your assistance to stay on schedule. If you delay a project for more than 10 business days for any reason, the project shall be subject to a fee of $500 for me to re-commence work. The fee shall be payable regardless of any retainer fee previously paid. Should 15 business days lapse without clear direction or assistance from you I will deem the engagement abandoned and reserve the right to invoice you for a pro rata share of my effort that exceeds the retainer fee, which you agree to pay immediately upon receipt of my invoice. Payments are not subject to refund.
8. Because of factors that may be beyond my control, I do not guarantee the success of every project for which you engage me, nor do I warrant that every report, calculation, assessment, conclusion or statement that I provide in an engagement will be completely accurate or free of becoming inaccurate in the future. Accordingly, you indemnify me from all forms of loss, damage, fault or consequence of any of my deliverables and actions, and I indemnify you from the same.
9. Notwithstanding the foregoing, should a calculation of loss or damage be required at any time during our relationship, the total amount of such loss shall be limited to the amount you paid me under this agreement over the preceding twelve months. Should either of us incur reasonable attorney's costs, collection fees or other routine and customary expenses in the pursuit of our rights hereunder, the party prevailing in any court action shall be entitled to full recovery of those amounts. Should we require a court of law to resolve any conflict, we both agree that the court(s) of the State of California in the City of Los Angeles shall be used as the venue for legal action. No right to bring legal action upon one another is waived under this agreement and no other provisions except those specifically stated herein are agreed or shall be valid unless in writing and accepted by both of us.
10. The terms of this agreement may be updated from time to time with or without notice. Should any provision change in the course of an engagement, the terms in effect as of the date of invoice payment shall prevail until the completion of the applicable engagement, after which time the form of agreement posted as this webiste shall prevail. You can request a PDF copy of this agreement at any time, or download it at your convenience. This agreement supersedes all previous understandings between us.
If the foregoing meets with your approval and you wish to engage my services subject to the provisions of this agreement, please pay the invoice presented to you and upon receipt of your payment I will proceed with the current project you have proposed.
Your payment of an invoice from Steve Sukman constitutes acceptance of these terms and conditions. Please print a copy of this document for your files.