Agency Services Agreement An agreement engaging an agency for specific services, outlining service details, fees, and responsibilities.
In this Agreement, unless the context otherwise requires:
"Agency" means WebPro Solutions and any of its employees, agents, or subcontractors.
"Client" means eTech Innovations, its subsidiaries, affiliates, and successors.
"Services" means the digital marketing services to be provided by the Agency to the Client as described in this Agreement.
"Effective Date" means the date of signing this Agreement
"Term" means the effective period of this Agreement as defined in Section 6.
"Fees" means the amounts payable by the Client to the Agency as specified in Section 3 of this Agreement.
The Agency agrees to perform digital marketing services for the Client, which may include, but are not limited to, website design, search engine optimization, social media management, content marketing, and email marketing, as further described in a Statement of Work to be attached hereto as Exhibit A.
2.2. Performance Metrics
The Agency agrees that the success of its Services will be measured by key performance metrics, such as website traffic, engagement rates, conversion rates, or any other metric agreed upon by the parties in writing.
2.3. Compliance with Laws
The Agency shall ensure that its Services are compliant with all applicable United States laws and regulations, including, but not limited to, privacy and data protection laws, and the Federal Trade Commission's advertising and consumer protection guidelines.
3.1. Service Fees
The Client shall pay the Agency fees for the Services as specified in Exhibit B of this Agreement. Unless otherwise agreed in writing, the Client shall make payments to the Agency within 30 days of the date of the Agency's invoice for the relevant Services.
Unless otherwise agreed in writing, the Client shall be responsible for reimbursing the Agency for any reasonable out-of-pocket expenses incurred by the Agency in connection with the provision of the Services, upon submission of receipts or other appropriate documentation evidencing such expenses.
Each party shall be responsible for any taxes related to its income, property, or business activities arising out of this Agreement. The Agency shall charge the Client any applicable sales, value-added, or similar taxes related to the Services described in this Agreement.
4.1. Confidential Information
Each party agrees to hold in confidence any non-public information disclosed by the other party in connection with this Agreement that is either designated as confidential or could reasonably be considered as confidential ("Confidential Information"). Each party shall use the other party's Confidential Information only for the purposes of this Agreement and shall not disclose such Confidential Information to any third party without the express written consent of the other party, except as may be required by law.
Confidential Information does not include information that
(a) is or becomes publicly available without breach of this Agreement;
(b) was already in the possession of the receiving party without an obligation of confidentiality;
(c) is received from a third party without an obligation of confidentiality;
(d) is independently developed by the receiving party;
(e) or is required to be disclosed by law, regulation, or court order.
4.3. Return or Destruction of Confidential Information
Upon termination of this Agreement, each party shall, upon request of the other party, return or, at the other party's option, destroy all copies of the other party's Confidential Information in its possession or control.
All intellectual property rights in any materials or work product developed or created by the Agency pursuant to this Agreement shall solely and exclusively belong to the Client unless otherwise agreed in writing by the parties.
Upon payment in full of the Fees, the Agency hereby grants the Client a non-exclusive, royalty-free, worldwide, transferable license to use, reproduce, distribute, display, perform, and create derivative works of the Agency's work product delivered pursuant to this Agreement, solely for the Client's internal business purposes and in connection with the promotion of the Client's products and services.
This Agreement shall commence on the Effective Date and continue in full force and effect for a period of one (1) year, unless terminated earlier in accordance with the provisions of this Section 6. Thereafter, this Agreement shall automatically renew for successive one (1) year terms, unless either party provides written notice to the other of its intention not to renew at least thirty (30) days prior to the expiration of the then-current term.
6.2. Termination for Cause
Either party may terminate this Agreement for cause if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof.
6.3. Termination for Convenience
Either party may terminate this Agreement for convenience upon thirty (30) days' written notice to the other party.
6.4. Effect of Termination
Upon termination of this Agreement for any reason, the Client shall pay the Agency for all Services rendered up to the effective date of termination. Sections 4, 5, 7, and 8 shall survive termination of this Agreement.
Except for a party's indemnification obligations or a breach of Section 4, in no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or any lost profits, data, business, or opportunities, arising out of or relating to this Agreement, regardless of the theory of liability and whether or not the party has been advised of the possibility of such damages. Each party's aggregate liability to the other for any claims arising under or relating to this Agreement shall not exceed the total amount of Fees paid by the Client to the Agency during the twelve (12) month period immediately preceding the event giving rise to the claim.
8.1. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the United States. Any disputes arising out of or in connection with this Agreement shall be resolved by arbitration conducted in the United States, under the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
8.3. Entire Agreement
This Agreement, together with any exhibits or attachments, contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral, relating to the subject matter hereof.
8.4. Amendment and Waiver
This Agreement may be amended only by a written instrument signed by both parties. Any waiver of any provision of this Agreement must be in writing and signed by the party waiving such provision, and no waiver shall be construed as a waiver in any other or subsequent instance.
All notices and other communications required or permitted under this Agreement shall be in writing and sent by email, facsimile, or registered or certified mail, promptly confirmed by written confirmation, and shall be deemed given when received, if sent to the parties at their respective addresses set forth in this Agreement or as otherwise notified in writing.
8.6. Independent Contractors
The parties hereto are independent contractors, and nothing in this Agreement shall be construed as creating any agency, partnership, joint venture, or employment relationship between the parties.
Neither party may assign or otherwise transfer its rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of the other party, except that either party may assign this Agreement to a purchaser of all or substantially all of its assets or to a successor by merger or reorganization, provided such purchaser or successor agrees in writing to be bound by the terms of this Agreement.
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