1. Joint Accountabilities.

CLIENT will provide CONSTULTANT with all information needed to accomplish the scope of work. This includes but is not limited to access to website and social media, staff interviews and financial numbers and analytics to track project. progress.
CONSULTANT will provide all necessary information for CLIENT to manage services after the AGREEMENT period has ended.

2. Consulting Relationship.

During the term of this AGREEMENT, CONSULTANT will provide consulting SERVICES to CLIENT as described in the SIGNED AGREEMENT. CONSULTANT represents that CONSULTANT has the qualifications, experience and ability to properly perform the SERVICES. CONSULTANT shall use CONSULTANT’s best efforts to perform the SERVICES such that the results are satisfactory to CLIENT.

3. Term and Termination.

CONSULTANT shall serve as a consultant to CLIENT for a period commencing on signing and terminating on date chosen by both CONSULTANT and CLIENT.
Notwithstanding the above, either Party may terminate this AGREEMENT at any time upon five business days written notice. In the event of such termination, CONSULTANT shall be paid for any portion of the SERVICES that have been performed prior to the termination. CLIENT shall be provided with everything needed to manage website and other properties set up as a part of SERVICES.
Should either Party default in the performance of this AGREEMENT or materially breach any of its obligations, the non-breaching Party may terminate this AGREEMENT immediately if the breaching Party fails to cure the breach within five business days after having received written notice by the non-breaching Party of the breach or default.

4. Independent Contractor.

CONSULTANT’s relationship with CLIENT will be that of an independent contractor and not that of an employee.

5. Method of Provision of SERVICES.

CONSULTANT shall be solely responsible for determining the method, details and means of performing the SERVICES. CONSULTANT may, at CONSULTANT’s own expense, employ or engage services of employees, subcontractors, partners or agents the (ASSISTANTS), as CONSULTANT deems necessary to perform the SERVICES collectively, the “AGREEMENT.” The ASSISTANTS are not and shall not be employees of CLIENT, and CONSULTANT shall be wholly responsible for the professional performance of the SERVICES by the Assistants such that the results are satisfactory to CLIENT.
No Authority to Bind CLIENT. CONSULTANT acknowledges and agrees that CONSULTANT and its AGREEMENT have no authority to enter into contracts that bind CLIENT or create obligations on the part of CLIENT without the prior written authorization of CLIENT except where stated in the AGREEMENT.
Image & Video Licensing & Use. All stock photos & videos are licensed under either free or via a third-Party, one-time design use agreement for the purposes of the design in which they are used. Using any licensed stock photos or videos in any other design or as a stand-alone violates the stock photo & video licensing agreement and this AGREEMENT. Violation may lead to legal proceedings or fines of which the violating Party would be responsible.
No Benefits. CONSULTANT acknowledges and agrees that CONSULTANT and its ASSISTANTS shall not be eligible for any CLIENT employee benefits CONSULTANT (on behalf of itself and its employees) hereby expressly declines to participate in such CLIENT employee benefits.
Withholding; Indemnification. CONSULTANT shall have full responsibility for applicable withholding taxes for all compensation paid to CONSULTANT or its ASSISTANTS under this AGREEMENT, and for compliance with all applicable labor and employment requirements with respect to CONSULTANT’s self-employment, sole proprietorship, or other form of business organization, and with respect to the ASSISTANTS, including state worker’s compensation insurance coverage requirements and any U.S. immigration visa requirements. CONSULTANT agrees to indemnify, defend, and hold CLIENT harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on CLIENT by the relevant taxing authorities with respect to any compensation paid to CONSULTANT or its ASSISTANTS.

6. Supervision of CONSULTANT’s services.

All SERVICES to be performed by CONSULTANT, including but not limited to the SERVICES, will be as agreed between CONSULTANT and CLIENT. At CLIENT's request, CONSULTANT will provide reports concerning the SERVICES performed under this AGREEMENT. The nature and frequency of these reports will be left to the discretion of the the CONSULTANT and CLIENT.

7. Consulting or Other Services for Competitors.

CONSULTANT represents and warrants that CONSULTANT does not presently perform or intend to perform, during the term of the AGREEMENT, consulting or other SERVICES for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or SERVICES which would be competitive with CLIENT's products or SERVICES, or those products or SERVICES proposed or in development by CLIENT during the term of the SIGNED AGREEMENT).

If, however, CONSULTANT decides to do so, CONSULTANT agrees that, before accepting such work, CONSULTANT will promptly notify CLIENT in writing, specifying the organization with which CONSULTANT proposes to consult, provide SERVICES, or become employed by and to provide information sufficient to allow CLIENT to determine if such work would conflict with the terms of this AGREEMENT, including the terms of the Confidentiality Agreement, the interests of CLIENT or further SERVICES which CLIENT might request of CONSULTANT. If CLIENT determines that such work conflicts with the terms of this AGREEMENT, CLIENT reserves the right to terminate this AGREEMENT immediately. In no event shall any of the SERVICES be performed for CLIENT at the facilities of a third party or using the resources of a third Party except where explicitly outlined in this AGREEMENT.

8. Confidentiality Agreement.

Confidential Information: The Receiving Party agrees not to disclose, copy, clone, or modify any confidential information related to the Disclosing Party and agrees not to use any such information without obtaining consent.
“Confidential information” refers to any data and/or information that is related to the Disclosing Party, in any form, including, but not limited to, oral or written. Such confidential information includes, but is not limited to, any information related to the business or industry of the Disclosing Party, such as discoveries, processes, techniques, programs, knowledge bases, customer lists, potential customers, business partners, affiliated partners, leads, know-how, or any other services related to the Disclosing Party within the bounds of State law.

9. Return of Confidential Information

The Receiving Party agrees to return all the confidential information to the Disclosing Party upon the termination of this AGREEMENT.

10. Ownership

This AGREEMENT is not transferable and may only be transferred by written consent provided by both PARTIES.

11. Governing Law

This AGREEMENT shall be governed by and construed in accordance with the laws of California.
Good Faith & Fair Dealings. Each PARTY hereby agrees that its performance of all obligations and exercise of all rights under this AGREEMENT shall be governed by the fundamental principles of good faith and fair dealings. Neither CONSULTANT nor CLIENT shall be liable for illegal activity conducted by one Party unbeknownst to the other Party.

12. Conflicts with this Agreement.

CONSULTANT represents and warrants that neither CONSULTANT nor any of the ASSISTANTS is under any pre- existing obligation in conflict or in any way inconsistent with the provisions of this AGREEMENT.
CONSULTANT represents and warrants that CONSULTANT’s performance of all the terms of this AGREEMENT will not breach any agreement to keep in confidence proprietary information acquired by CONSULTANT.
CONSULTANT warrants that CONSULTANT has the right to disclose and/or use all ideas, processes, techniques and other information, if any, which CONSULTANT has gained from third parties, and which CONSULTANT discloses to CLIENT or uses in the course of performance of this AGREEMENT, without liability to such third parties.
Notwithstanding the foregoing, CONSULTANT agrees that CONSULTANT shall not bundle with or incorporate into any deliveries provided to CLIENT herewith any third-party products, ideas, processes, or other techniques, without the express, written prior approval of CLIENT and what is described in this AGREEMENT. CONSULTANT will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer or third Party in the performance of the SERVICES.

13. Privacy Policy

CONSULTANT's website is owned by Marketing Tailored to You and may collect tracking data according to the platform's privacy policy available here. Likewise, Google may also collect information from the website for tracking analytics according to its privacy policy available here.
CONSULTANT may request login information, photographs, video or other information required to provide SERVICES. This information will be housed in CONSULTANT's cloud storage via Microsoft Onedrive. View Onedrive's security policies here
Any credit card or other financial or sensitive information the CLIENT provides the CONSULTANT will be terminated immediately after permissible use from the CLIENT unless otherwise agreed upon.

14. Miscellaneous:

Amendments and Waivers. Any term of this AGREEMENT may be amended or waived only with the written consent of CLIENT and CONSULTANT.
Notices and Deliverables. Any notice or deliverable required or permitted by this AGREEMENT shall be in writing and shall be deemed delivered when sent by email, or fax, or when presented personally or by overnight courier (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail a certified or registered mail with postage prepaid.

Severability. If one or more provisions of this AGREEMENT are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. If the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this AGREEMENT, (ii) the balance of the AGREEMENT shall be interpreted as if such provision were so excluded and (iii) the balance of the AGREEMENT shall be enforceable in accordance with its terms.
Sole Agreement. This AGREEMENT and the SIGNED AGREEMENT, constitute the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.

Terms & Conditions

This AGREEMENT (“AGREEMENT”) is made as of date of signature, by and between Client (“CLIENT”), and Stephanie Carroll of Marketing Tailored to You (“CONSULTANT”) for service (“SERVICES”) described in the ("SIGNED AGREEMENT") containing specific details of services.