The company known as yourself as the client / Consultant known as Sketch Creative

0 - BACKGROUND
You as the client shall describe the specifics of such Services, the compensation to be paid and the schedule, under which such Services shall be provided in the PROPOSAL OF SERVICES: scope of work. Your desires to retain Sketch Creative to perform certain services on your behalf, and Sketch Creative desires to perform such services as described in the PROPOSAL OF SERVICES: scope of work. Subject to the terms and conditions of this Agreement. NOW, THEREFORE, for good and valuable consideration of the terms and conditions, the parties, intending to be legally bound, agree as follows:

1 - TERM.

Unless terminated at an earlier date in accordance with Section 6 of this agreement, the term of this Agreement shall be effective from the date stated upon submission of this agreement.

2 - SERVICE EXPECTATIONS AND ACCEPTABLE CRITERIA.

The work to be performed under this Agreement is illustrated within the previously reviewed PROPOSAL OF SERVICES: scope of work. Upon acceptance of the PROPOSAL, both parties agree to perform those services set forth in the scope of work provided. Additional scopes of work may be entered into in writing and signed by both parties, during the term of this Agreement. Such additional scopes of work shall be incorporated by reference to this Agreement. Extension of the period of performance of this agreement may be granted by yourself as the client if done so in writing and signed by both parties during the term of this Agreement. Such extension shall be issued through a Modification to this agreement.

3 - CONSIDERATION AND PAYMENT
As compensation in full for services performed under this Agreement and the Scope of Work, SKETCH CREATIVE shall charge yourself as the Company in accordance with the fees and schedule agreed.

In providing services to yourself as the client, SKETCH CREATIVE shall be acting as an independent contractor and not as an employee or agent of yourself as the client. SKETCH CREATIVE shall have no authority, express or implied, to commit or obligate Company in any manner whatsoever. By subscribing to our automated monthly billing system you accept these terms and accept that all payments are final and are none refundable.

During our engagement together SKETCH CREATIVE will supply you, the client, with weekly topline reports as well as detailed end of month reports. These reports will break down where your retainers hours have been spent as well as the value we have brought to your business during the recent month.

SKETCH CREATIVE shall be responsible for all expenses incurred in performing duties under the Statement of Work unless otherwise agreed to within the Proposal / Scope of Work.

The Company shall reimburse SKETCH CREATIVE for only such travel and other expenses as have been authorised in advance in writing and included as a part of each Statement of Work. Reimbursement for all other travel or expenses is not authorised. Local travel is not authorised for reimbursement. Local travel is considered to be within a 50-mile radius of Sketch Creatives Offices. In addition, yourself as the client does not reimburse the contractor for administrative expenses such as postage, photocopying, secretarial support, telephone calls, etc., unless otherwise agreed to in writing by yourself as the client.

4 - CONFIDENTIAL INFORMATION/NON-DISCLOSURE:
During the course of such Services, SKETCH CREATIVE may be exposed to confidential and proprietary information including but not limited to products, processes, technologies, innovative concepts, customer information, processing capabilities, and information which may be of a personal nature and other valuable personal identity information designated as confidential expressly or by the circumstances in which it is provided (collectively “Confidential Information”).

Confidential Information does not include (i) information already known or independently developed by the recipient; (ii) information in the public domain through no wrongful act of the recipient, or (iii) information received by the recipient from a third party who was free to disclose it; (iv) information disclosed to a third party by the owner without restriction.
It is agreed that Confidential Information shall not be revealed or disclosed to any third party at any time, except as may be authorised in writing by an officer or authorised representative of the party that is the proprietary owner of the Confidential Information, or when such disclosure is required by law, subject to the receiving Party giving prior notice to yourself as the client to allow it to seek protective or other court orders. Each party receiving Confidential Information hereby agrees that it shall not use, commercialise or disclose such Confidential Information to any person or entity, except to the individuals having a “need to know” (and who are themselves bound by similar nondisclosure restrictions).

In the event that the Receiving Party or its Agents become legally compelled to disclose any of the Confidential Information, the Receiving Party shall use its best efforts to promptly notify yourself as the client and provide reasonable cooperation to yourself as the client in connection with its efforts to lawfully avoid or limit disclosure and preserve the confidentiality of the Confidential Information in such circumstances. Both parties acknowledge and agree that the unauthorised disclosure of Company’ Confidential Information could cause harm and significant injury to the Company, which may be difficult to ascertain.

5 - IMPROVEMENTS AND INVENTIONS
SKETCH CREATIVE shall promptly notify and fully disclose to yourself as the client, in writing, the existence and nature of any and all ideas, designs, apparatus, practices, processes, improvements and inventions (“Inventions”), which SKETCH CREATIVE has conceived or first actually reduced to practice during the term of this Agreement or within six (6) months after termination of this Agreement, if such Inventions relate to a product or process upon which SKETCH CREATIVE worked during the term of this Agreement.

6 - NOTICE
Notwithstanding any contrary provision contained elsewhere in this Agreement, this Agreement and the rights and obligations hereunder may be terminated: by yourself as the client by providing 30 days advance written notice, which notices shall not be provided/accepted until at least 30 days from the initiation date of this agreement.

Any sums of money due to SKETCH CREATIVE shall be compensated fairly against actual work performed, or by SKETCH CREATIVE immediately if yourself as the client defaults in the performance of its obligations under this Agreement.

7 - INTELLECTUAL PROPERTY:

SKETCH CREATIVE shall retain all rights to pre-existing ideas, processes, procedures, and materials used by SKETCH CREATIVE in developing or providing products and/or services to yourself as the client. SKETCH CREATIVE warrants that the Intellectual Property and products SKETCH CREATIVE will produce, shall be original and shall not infringe any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights. To the extent that SKETCH CREATIVE is required to incorporate a third party’s proprietary materials into the Intellectual Property and products SKETCH CREATIVE produces for yourself as the client.

SKETCH CREATIVE shall obtain all authorisations necessary for such incorporation and shall obtain such permissions as are required by yourself as the client to allow you to fully exploit the Intellectual property and products produced by SKETCH CREATIVE.

8 - OWNERSHIP OF PREPARED INFORMATION
All technical or business information, in whatever medium or format, including but not limited to, data, specifications, drawings, records, reports, proposals, software and related documentation, inventions, concepts, research or other information (herein collectively referred to as “Information”), originated or prepared by or for SKETCH CREATIVE (either solely or jointly with others) in contemplation of, or in the course of, or as a result of, Services performed hereunder, shall be promptly furnished to yourself as the client, Inc. All such Information shall become the exclusive property of yourself as the client and shall be deemed to be works for hire.

To the extent that it may not, by operation of law, be works for hire, SKETCH CREATIVE hereby assigns to yourself as the client all rights, title and interest in and to such Information including rights to copyrights, patent rights, moral rights and patrimonial rights. All such Information shall be deemed “Confidential Information; subject to the terms and conditions set forth herein. If such information includes material previously copyrighted or patented by SKETCH CREATIVE and not originally prepared hereunder, SKETCH CREATIVE hereby grants to yourself as the client an unrestricted, royalty-free and perpetual license to copy, use, make, have made, sell, disclose and sublicense such Information for any lawful purpose.

SKETCH CREATIVE agrees that from time to time, upon request and without charge for yourself as the client Services beyond the payments herein specified, SKETCH CREATIVE shall assist yourself as the client, Inc. and its nominees in every proper way during and subsequent to the term of the Agreement (entirely at yourself as the client expense) to obtain patents for any invention in any or all countries of the world and that SKETCH CREATIVE shall execute all papers (including assignments) and do all things that reasonably may be required in order to protect the rights of yourself as our client and vest in it or its nominees all right, title and interest in and to such inventions, patent applications and patents.

9 - Assignment and Delegation.
SKETCH CREATIVE may assign rights and may delegate duties under this Agreement to other individuals or entities acting as a subcontractor ("Subcontractor"). SKETCH CREATIVE recognizes that they shall be liable for all work performed by the Subcontractor and shall hold the Client harmless of any liability in connection with their performed work.

SKETCH CREATIVE shall be responsible for any confidential or proprietary information that is shared with the Subcontractor in accordance with this section. If any such information is shared by the Subcontractor to third (3rd) parties, the Advertising Agency shall be made liable.

LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL LOSSES OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST RECORDS OR DATA, LOST SAVINGS, LOSS OF USE OF FACILITY OR EQUIPMENT, LOSS BY REASON OF FACILITY SHUT-DOWN OR NON-OPERATIONS OF INCREASED EXPENSE OF OPERATIONS, OR OTHER COSTS, CHARGES, PENALTIES, OR LIQUIDATED DAMAGES, REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS COULD HAVE BEEN REASONABLY FORESEEN. THE PARTY’S’ LIABILITY FOR DAMAGES HEREUNDER AND UNDER ANY SERVICE WORK ORDER, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL AMOUNT PAYABLE TO CONSULTANT UNDER THIS AGREEMENT.

11 - WARRANTY OF SERVICES
SKETCH CREATIVE agrees that services shall be performed hereunder in a professional and workmanlike manner and that the Intellectual Property and products Consultant provides to Company shall meet the requirements set forth in the Agreed Statement of Work included with the proposal of services documentation.
 SKETCH CREATIVE further warrants that Consultant has all rights to enter into this Agreement and that there are no impediments to Consultant’s execution of this Agreement or Consultant’s performance of services hereunder.

12 - ASSIGNMENT
This Agreement and SKETCH CREATIVES rights and obligations shall not be assignable, in whole or in part, by Consultant without the prior written consent of yourself as the client. If SKETCH CREATIVE is doing business as a partnership or yourself as the client consent is void.

13 - GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
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13.1 The Agreement and these Conditions shall be governed by and construed in accordance with the law of England and Wales. 

 13.2 Unless any alternative dispute resolution procedure is agreed between the parties, the parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any dispute which arises out of or under this Agreement. † 

 13.3 Without prejudice to Clause 13.2, the parties may agree to alternative methods of dispute resolution, including submission of any dispute regarding fees to the Voluntary Joint Tribunal on Barristers' Fees where the Authorised Person is a solicitor.

14 - INJUNCTIVE RELIEF
SKETCH CREATIVE acknowledges it would be difficult to fully compensate yourself as the client for damages resulting from any breach by Consultant of the provisions of 4, 5, 6, 7, 8, 9 and/or 10 of this Agreement. Accordingly, in the event of any actual or threatened breach of such provisions, yourself as the client shall, in addition to any other remedies that it may have, be entitled to temporary and/or permanent injunctive relief to enforce such provisions.

15 SEVERABILITY
The parties recognise the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement shall be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions shall be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement shall be unaffected.

16 - FORCE MAJEURE
Neither party shall be liable for any failure to perform under this Agreement when such failure is due to causes beyond that party’s reasonable control, including, but not limited to, acts of governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, strikes, and prolonged shortage of energy. In the event of such delay the date of delivery or time for completion shall be extended by a period of time reasonably necessary to overcome the effect of any such delay.

17 - ENTIRE AGREEMENT:

This Agreement embodies the Initial authorisation between the undersigned parties and supersedes all prior contracts, representations, negotiations, or letters, whether written or oral, regarding the subject matter hereof. The parties shall not be bound by or liable for any statement, representation, promise, inducement, or understanding of any kind not set forth in this Agreement.