Client Service Agreement

 

This Client Services Agreement (this “Agreement”) is made as of the dates set forth below by and between Truman Marketing Group, a Tennessee limited liability Company with its principal office at 100 South Mulberry Street, Dickson, Dickson County, Tennessee, 37055 (the “Truman Marketing Group”) and , whose address is (“Client”).

RECITALS:

WHEREAS, Truman Marketing Group is engaged in the business of “Marketing Consulting” with a list of services more specifically identified at http://www.TrumanMarketingGroup.com and

WHEREAS, Client wishes to engage Truman Marketing Group’s services to perform a Scope of Work identified in this Agreement; and

NOW THEREFORE, in consideration Client engaging the services of Truman Marketing Group, for good and valuable consideration, outlined in this Agreement, it is hereby agreed that:

1. Recitals. The foregoing recitals are true and correct and incorporated into this Agreement.

2. Scope of Services. Client engages Truman Marketing Group to perform certain services. For each separate project Truman Marketing Group is engaged to perform, the Scope of Services will be outlined on the invoice.

3. Compensation. Client agrees to compensate Truman Marketing Group for the work outlined in the invoice for the rate listed. Truman Marketing Group will charge for all work performed. Payment in full is required before services are completed and delivered.

4. Term. The term of this Agreement shall be the time necessary to complete any Scope of Services. However, either party reserves the right to terminate this Agreement by providing reasonable notice to the other party. Should services be terminated prior to the completion of any project, then Client agrees that Truman Marketing Group shall be compensated for all services rendered thru the date of termination. Notwithstanding, the parties specifically agree that the prohibition in Section 12 of this Agreement shall survive the termination of this Agreement or the termination of any project.

5. Independent Contractor. Truman Marketing Group, its sub-contractors, agents, and/or employees are independent contractors and are not employee(s) of the Client.

6. Disclaimer of Warranties. Developer makes no representation or warranties of any kind, either expressed or implied, including but not limited to the warranties of fitness for a particular purpose and/or merchantability, under no circumstances shall developer be liable for any consequential, incidental, direct or indirect damages.

7. Ownership and Use. Client represents and warrants to Truman Marketing Group as follows:

a. Client is the owner of, or has the right to authorize Truman Marketing Group to utilize, such materials as necessary to perform development or performance obligation under this Agreement, and the use of such materials as authorized does not and will not infringe any existing copyright, violate the right to privacy, or constitute the invasion or infringement of any other personal property right of any third person, firm, corporation, or other entity;

b. Truman Marketing Group may record, reproduce, and fix any music, text, or artwork provided to Truman Marketing Group by Client to the images which are part of the visual images embodied in any computer-readable media or embodiment, now know or hereafter to become known, including but not limited to all formats of computer readable, magnetic, digital, laser, or optical based media as necessary for Truman Marketing Group to perfume its obligations hereunder;

c. Truman Marketing Group may make, reproduce, exhibit, publicly perform and display, transmit, publish, broadcast or distribute copies of any music, text, artwork provided to Truman Marketing Group, as contained and synchronized with visual images by any means now known or hereafter to become known, including without 3 limitation, transmission or broadcast as necessary for Truman Marketing Group to perform its obligations hereunder;

d. Client has the full right, power, and authority to enter into this Agreement; e. the rights of any material provided to Truman Marketing Group, including all titles, lyrics, and music of any, each, and every part thereof, delivered for us in Client’s web pages are owned by Client; f. no material shall, either in whole or in part, be an imitation or copy of or infringe upon any other material, or violate or infringe upon any common law or statutory rights of any party including, without limitation, contractual rights, copyrights, ad rights of privacy.

8. Indemnification. Client hereby indemnifies, saves, and holds Truman Marketing Group, its successors and assigns harmless from any and all liability, claims, demands, loss and damage (including legal fees and court costs) arising out of or connected with any claim by a third party which is inconsistent with any of the above warranties and representations made by Client and shall reimburse Truman Marketing Group for any loss, cost, expense, or damage to which said indemnity applies. Truman Marketing Group shall give Client prompt written notice of any crime or action cover by this indemnity, and Client shall have the right, at its own expense to participate in any such action.

9. Loss of Revenue. Client agrees that Truman Marketing Group shall not be responsible for any for any loss of revenue or slowdown of business due to work being conducted by Truman Marketing Group, its agents, contractors, or employees, on Client’s web page or site.

10. Use of Web Page. Client shall use its website or web page created by Truman Marketing Group for lawful purposes only. Client shall not post to or transmit through Truman Marketing Group or ask Truman Marketing Group to post or transmit any material which violates or infringes upon the rights of others or is unlawful, threatening, abusive, defamatory, invasive to public or private rights, vulgar, obscene, or otherwise objectionable or which encourages conduct that would constitute a criminal offense, give rise to a civil liability, or violate any other law.

11. Intellectual Property Rights. Client and Truman Marketing Group intend that all elements of the final product delivered to the Client shall be exclusively owned by the Client, and the Client shall exclusively own all copyrights and all other intellectual property rights of the final product. Accordingly, Truman Marketing Group agrees to assign and transfer and does hereby irrevocably assign and transfer to the Client any and all right, title, and interest, including all copyright rights and other intellectual property rights, and all actions and causes of action related to the foregoing, and all damages, profits, and other recoveries related thereto, which Truman Marketing Group may have or acquire in and to any and all final products. Such rights, title, and interest shall be deemed assigned at the moment of 4 creation without the necessity of any further action on the part of either party. However, in the event that any portion of any final product, including the entirety thereof, constitutes a preexisting work for which Truman Marketing Group cannot grant Client the right set forth in this Section, then Truman Marketing Group shall specify in writing the nature of such pre-existing work, its owner, any restrictions or realty terms applicable to Truman Marketing Group or owners use of such pre-existing work or owners exploitation of the product as a derivative works thereof, and the source of Truman Marketing Group’s authority to employ the preexisting work in preparation of the deliverable. Notwithstanding the foregoing, the parties agree that Truman Marketing Group reserves the exclusive right to advertise, display, or share any work created by Truman Marketing Group on its own digital and or physical property (social or web site, etc.) without prior notification to Client.

12. No Private Solicitation. Client agrees that in consideration for this Agreement, it will for a period of twenty-four (24) months following the termination of this Agreement for any reason, solicit any work directly from Truman Marketing Group’s independent contractors, employees, or agents without first obtaining written consent from Truman Marketing Group. The parties agree that such a solicitation will cause damage to Truman Marketing Group; therefore, Truman Marketing Group reserves the right to seek injunctive relief, equitable relief, or compensatory relief directly from a court of competent jurisdiction.

13. Cost of Litigation. If any action is brought by either party to this Agreement against the other party regarding the subject matter of this Agreement, the prevailing party shall be entitle to recover, in addition to any other relief granted, reasonable attorney fees, costs, and expenses of litigation.

14. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. The parties agree that the Dickson County Chancery Court shall have proper venue and jurisdiction to decide any dispute involving this Agreement.

15. Waiver. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

16. Entire Contract. This Agreement contains the entire understanding of the parties and supersedes all previous verbal and written agreement. There are no other agreements, representations or warranties not set forth herein.

17. Amendments. This Agreement may only be amended by subsequent written agreement of the parties hereto.

Truman Marketing Group

THIS INSTRUMENT PREPARED BY: TIMOTHY V. POTTER, ESQ. Reynolds, Potter, Ragan & Vandivort, PLC Attorneys-at-Law 210 East College Street Dickson, Tennessee 37055 615.446.2221 Telephone / 615.446.2232 Facsimile

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