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1. WORK AND PAYMENT.
1.1 Project. The Client is hiring the Contractor to perform the work outlined in the Selfless Marketer proposal.
1.2 Schedule. The Contractor will begin work on the date listed in the Selfless Marketer proposal.
1.3 Payment. The Client will pay the Contractor the price outlined in the Selfless Marketer proposal.
1.4 Expenses. The Client will reimburse the Contractor’s expenses. Expenses must
be preapproved by the Client.
1.5 Invoices. The Contractor will invoice the Client prior to the start of the project.
1.6 Support. The Contractor will provide support for the deliverable(s) under the
following conditions: Must be within the service period outlined in the Selfless Marketer proposal.
1.7 Refunds. Our month-to-month subscription are non-refundable. On the other hand, our Guaranteed ROI package goes a step further by offering a money-back guarantee, that if you do not achieve a profit margin resulting from actual customers generated during the service period included in the package, you are eligible for a full refund.

2.1 Client Owns All Work Product. As part of this job, the Contractor 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 Contractor 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 Contractor hereby
gives the Client this work product once the Client pays for it in full. This means the
Contractor 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 Contractor’s Use Of Work Product. Once the Contractor gives the work
product to the Client, the Contractor does not have any rights to it, except those that
the Client explicitly gives the Contractor 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.
2.3 Contractor’s Help Securing Ownership. In the future, the Client may need
the Contractor’s help to show that the Client owns the work product or to complete
the transfer. The Contractor agrees to help with that. For example, the Contractor
may have to sign a patent application. The Client will pay any required expenses for
this. If the Client can’t find the Contractor, the Contractor agrees that the Client can
act on the Contractor’s behalf to accomplish the same thing. The following language
gives the Client that right: if the Client can’t find the Contractor after spending
reasonable effort trying to do so, the Contractor hereby irrevocably designates and
appoints the Client as the Contractor’s agent and attorney-in-fact, which
appointment is coupled with an interest, to act for the Contractor and on the
Contractor’s behalf to execute, verify, and file the required documents and to take
any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All
Work Product).
2.4 Contractor’s IP That Is Not Work Product. During the course of this
project, the Contractor might use intellectual property that the Contractor owns or
has licensed from a third party, but that does not qualify as “work product.” This is
called “background IP.” Possible examples of background IP are pre-existing code,
type fonts, properly-licensed stock photos, and web application tools. The Contractor
is not giving the Client this background IP. But, as part of the Contract, the
Contractor is giving the Client a right to use and license (with the right to sublicense)
the background IP to develop, market, sell, and support the Client’s products and
services. The Client may use this background IP worldwide and free of charge, but it
cannot transfer its rights to the background IP (except as allowed in Section 11.1
(Assignment)). The Client cannot sell or license the background IP separately from
its products or services. The Contractor cannot take back this grant, and this grant
does not end when the Contract is over.
2.5 Contractor’s Right To Use Client IP. The Contractor may need to use the
Client’s intellectual property to do its job. For example, if the Client is hiring the
Contractor to build a website, the Contractor may have to use the Client’s logo. The
Client agrees to let the Contractor use the Client’s intellectual property and other
intellectual property that the Client controls to the extent reasonably necessary to do
the Contractor’s job. Beyond that, the Client is not giving the Contractor any
intellectual property rights, unless specifically stated otherwise in this Contract.
3. COMPETITIVE ENGAGEMENTS. The Contractor won’t work for a
competitor of the Client until this Contract ends. To avoid confusion, a competitor is any
third party that develops, manufactures, promotes, sells, licenses, distributes, or
provides products or services that are substantially similar to the Client’s products or
services. A competitor is also a third party that plans to do any of those things. The one
exception to this restriction is if the Contractor asks for permission beforehand and the
Client agrees to it in writing. If the Contractor uses employees or subcontractors, the
Contractor must make sure they follow the obligations in this paragraph, as well.
4. NON-SOLICITATION. Until this Contract ends, the Contractor won’t: (a)
encourage Client employees or service providers to stop working for the Client; (b)
encourage Client customers or clients to stop doing business with the Client; or (c) hire
anyone who worked for the Client over the 12-month period before the Contract ended.
The one exception is if the Contractor puts out a general ad and someone who happened
to work for the Client responds. In that case, the Contractor may hire that candidate.
The Contractor promises that it won’t do anything in this paragraph on behalf of itself or
a third party.
5. REPRESENTATIONS.
5.1 Overview. This section contains important promises between the parties.
5.2 Authority To Sign. Each party promises to the other party that it has the
authority to enter into this Contract and to perform all of its obligations under this
Contract.
5.3 Contractor Has Right To Give Client Work Product. The Contractor
promises that it owns the work product, that the Contractor is able to give the work
product to the Client, and that no other party will claim that it owns the work
product. If the Contractor uses employees or subcontractors, the Contractor also
promises that these employees and subcontractors have signed contracts with the
Contractor giving the Contractor any rights that the employees or subcontractors
have related to the Contractor’s background IP and work product.
5.4 Contractor Will Comply With Laws. The Contractor promises that the
manner it does this job, its work product, and any background IP it uses comply with
applicable U.S. and foreign laws and regulations.
5.5 Work Product Does Not Infringe. The Contractor promises that its work
product does not and will not infringe on someone else’s intellectual property rights,
that the Contractor has the right to let the Client use the background IP, and that
this Contract does not and will not violate any contract that the Contractor has
entered into or will enter into with someone else.
5.6 Client Will Review Work. The Client promises to review the work product, to
be reasonably available to the Contractor if the Contractor has questions regarding
this project, and to provide timely feedback and decisions.
5.7 Client-Supplied Material Does Not Infringe. If the Client provides the
Contractor with material to incorporate into the work product, the Client promises
that this material does not infringe on someone else’s intellectual property rights.
6. TERM AND TERMINATION. This Contract ends on the date listed in the Selfless Marketer proposal, unless
the Client or the Contractor ends the contract before that time. 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 7
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
Contractor must immediately stop working as soon as it receives this notice, unless the
notice says otherwise. If either party ends this Contract before the Contract
automatically ends as explained in the first sentence of this paragraph, the Client will
pay the Contractor a guaranteed payment of $1,000.00 (USD) and the Client will
reimburse the Contractor 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).
7. INDEPENDENT CONTRACTOR. The Client is hiring the Contractor as an
independent contractor. The following statements accurately reflect their relationship:
– The Contractor 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 Contractor is responsible for determining when, where, and how it will carry out
the work.
– The Client will not provide the Contractor with any training.
– The Client and the Contractor do not have a partnership or employer-employee
relationship.
– The Contractor cannot enter into contracts, make promises, or act on behalf of the
Client.
– The Contractor is not entitled to the Client’s benefits (e.g., group insurance,
retirement benefits, retirement plans, vacation days).
– The Contractor 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
Contractor or any of the Contractor’s employees or subcontractors.
8. CONFIDENTIAL INFORMATION.
8.1 Overview. This Contract imposes special restrictions on how the Client and the
Contractor must handle confidential information. These obligations are explained in
this section.
8.2 The Client’s Confidential Information. While working for the Client, the
Contractor may come across, or be given, Client information that is confidential.
This is information like customer lists, business strategies, research & development
notes, statistics about a website, and other information that is private. The
Contractor promises to treat this information as if it is the Contractor’s own
confidential information. The Contractor may use this information to do its job
under this Contract, but not for anything else. For example, if the Client lets the
Contractor use a customer list to send out a newsletter, the Contractor cannot use
those email addresses for any other purpose. The one exception to this is if the Client
gives the Contractor written permission to use the information for another purpose,
the Contractor may use the information for that purpose, as well. When this Contract
ends, the Contractor must give back or destroy all confidential information, and
confirm that it has done so. The Contractor promises that it will not share
confidential information with a third party, unless the Client gives the Contractor
written permission first. The Contractor must continue to follow these obligations,
even after the Contract ends. The Contractor’s responsibilities only stop if the
Contractor can show any of the following: (i) that the information was already public
when the Contractor came across it; (ii) the information became public after the
Contractor came across it, but not because of anything the Contractor did or didn’t
do; (iii) the Contractor already knew the information when the Contractor came
across it and the Contractor didn’t have any obligation to keep it secret; (iv) a third
party provided the Contractor with the information without requiring that the
Contractor keep it a secret; or (v) the Contractor created the information on its own,
without using anything belonging to the Client.
8.3 Third-Party Confidential Information. It’s possible the Client and the
Contractor each have access to confidential information that belongs to third parties.
The Client and the Contractor each promise that it will not share with the other party
confidential information that belongs to third parties, unless it is allowed to do so. If
the Client or the Contractor is allowed to share confidential information with the
other party and does so, the sharing party promises to tell the other party in writing
of any special restrictions regarding that information.
9. 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.
10. INDEMNITY.
10.1 Overview. This section transfers certain risks between the parties if a third
party sues or goes after the Client or the Contractor or both. For example, if the
Client gets sued for something that the Contractor did, then the Contractor may
promise to come to the Client’s defense or to reimburse the Client for any losses.
10.2 Client Indemnity. In this Contract, the Contractor agrees to indemnify the
Client (and its affiliates and their directors, officers, employees, and agents) from
and against all liabilities, losses, damages, and expenses (including reasonable
attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) a
breach by the Contractor of its obligations under this Contract; or (ii) a breach by the
Contractor of the promises it is making in Section 5 (Representations).
10.3 Contractor Indemnity. In this Contract, the Client agrees to indemnify the
Contractor (and its affiliates and their directors, officers, employees, and agents)
from and against liabilities, losses, damages, and expenses (including reasonable
attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by
the Client of its obligations under this Contract.
11. GENERAL.
11.1 Assignment. This Contract applies only to the Client and the Contractor. The
Contractor cannot assign its rights or delegate its obligations under this Contract to a
third-party (other than by will or intestate), without first receiving the Client’s
written permission. In contrast, the Client may assign its rights and delegate its
obligations under this Contract without the Contractor’s permission. This is
necessary in case, for example, another Client buys out the Client or if the Client
decides to sell the work product that results from this Contract.
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 Contractor 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 Notices.
(a) Over the course of this Contract, one party may need to send a notice to the
other party. For the notice to be valid, it must be in writing and delivered in one of
the following ways: personal delivery, email, or certified or registered mail
(postage prepaid, return receipt requested). The notice must be delivered to the
party’s address listed at the end of this Contract or to another address that the
party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid
confusion, a valid notice is considered received as follows: (i) if delivered
personally, it is considered received immediately; (ii) if delivered by email, it is
considered received upon acknowledgement of receipt; (iii) if delivered by
registered or certified mail (postage prepaid, return receipt requested), it is
considered received upon receipt as indicated by the date on the signed receipt. If
a party refuses to accept notice or if notice cannot be delivered because of a
change in address for which no notice was given, then it is considered received
when the notice is rejected or unable to be delivered. If the notice is received after
5:00pm on a business day at the location specified in the address for that party, or
on a day that is not a business day, then the notice is considered received at
9:00am on the next business day.
11.5 Severability. This section deals with what happens if a portion of the Contract
is found to be unenforceable. If that’s the case, the unenforceable portion will be
changed to the minimum extent necessary to make it enforceable, unless that change
is not permitted by law, in which case the portion will be disregarded. If any portion
of the Contract is changed or disregarded because it is unenforceable, the rest of the
Contract is still enforceable.
11.6 Signatures. The Client and the Contractor must sign this document using
Bonsai’s e-signing system. These electronic signatures count as originals for all
purposes.
11.7 Governing Law. The laws of the state of Texas govern the rights and
obligations of the Client and the Contractor 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.the