MARKETING SERVICES AGREEMENT (the “Agreement”) between
- The Client is of the opinion that the Supplier has the necessary qualifications, experience and abilities to provide services to the Client.
- The Supplier is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Supplier (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
- The Client hereby agrees to engage the Supplier to provide the Client with services (the “Services”) consisting of:
- The Supplier will provide the Client with defined marketing services for their business, for defined monthly subscription.
Term of Agreement
Reimbursement of Expenses
- induce or attempt to induce any employee or other service provider of the Client to quit employment or retainer with the Client;
- otherwise interfere with or disrupt the Client’s relationship with its employees or other service providers;
- discuss employment opportunities or provide information about competitive employment to any of the Client’s employees or other service providers; or
- solicit, entice, or hire away any employee or other service provider of the Client.
Ownership of Materials and Intellectual Property
- All intellectual property and related materials (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the property of the Supplier. The Client is granted a non-exclusive limited-use license of this Intellectual Property. Any content produced during the course of this Agreement may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
- Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Supplier. Intellectual property rights include the look and feel of any content produced.
- Upon the expiry or termination of this Agreement, the Supplier will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
- In providing the Services under this Agreement it is expressly agreed that the Supplier is acting as an independent Supplier and not as an employee. The Supplier and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
- All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
Return of Property
- Market Centre / Agent As per SLA
- Propel Marketing Consultancy (trading as KW Propel) 20-22 Wenlock Road, London, England, N1 7GU
or to such other address as any Party may from time to time notify the other.
- Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
- The Supplier will be required to maintain general liability insurance including coverage for bodily injury and property damage at a level that would be considered reasonable in the industry of the Supplier based on the risk associated with the characteristics of this Agreement and only to the extent permitted by law. All insurance policies will remain materially unchanged for the duration of this Agreement.
- In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
- Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
- Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
- The Supplier will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
- It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
- This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
- Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
- Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
- It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of England, without regard to the jurisdiction in which any action or special proceeding may be instituted.
- In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
- The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
Modification of Agreement
Time of the Essence