Consulting Agreement

1. Fees
Quotes provided are minimum estimates. Fees will be per hour billable at $85.00/hour, unless otherwise specified and Naked Marketing shall keep the client apprised of a tally of hours within a reasonable period of time. Final fees and expenses shall be shown when invoice is rendered. Minimum billable increments are in 30 minute periods.

2. Payment
All invoices are payable within 21 business days of receipt. A $50 service charge is payable on all overdue balances for reissuing each invoice at 30, 45, and 60 days from the date of original invoice. The grant of any use is conditioned on receipt of full payment.

3. Changes
The Client must assume that all additions, alterations, changes in content, layout or process changes requested beyond the initial project scope estimate may alter the originally quoted project time and cost.

4. Expenses
The Client shall reimburse Naked Marketing for all reasonable expenses that arise from this assignment, and shall compensate Naked Marketing for payment of said expenses if necessary, including but not limited to Stock Photography, Artwork, Font licensing, and or material needed for the project.

5. Independent Contractor
Consultant shall perform all Services hereunder as an independent contractor, and nothing contained herein shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or master and servant, or employer and employee between the parties hereto or any affiliates or subsidiaries thereof, or to provide either party with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party.

6. Code of fair practice
Naked Marketing warrants and represents that, to the best of his/her knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis. This warranty does not extend to any uses that the Client or others may make of Naked Marketing’s product that may infringe on the rights of others. Client expressly agrees that it will hold Naked Marketing harmless for all liability caused by the Client’s use of Naked Marketing’s product to the extent such use infringes on the rights of others.

7. Termination of Agreement
This Agreement will start effective the time you check the box next to the words “I Accept the Consulting Agreement” and press the button labeled “Submit”, and will continue until terminated as provided herein.

A. Mutual Agreement. This Agreement may be terminated at any time, without either party incurring any further liability, penalty, or damages, upon agreement between the parties in writing.
B. Termination By the Client. The Client may terminate this Agreement upon fourteen (14) days’ notice in writing to Naked Marketing that no further Work is required to be performed by Naked Marketing
C. Termination By Naked Marketing. Naked Marketing may terminate this Agreement upon fourteen (14) days’ notice, for any cause, without incurring any further liability, penalty, damages, or obligation to perform further Work.
D. Obligations upon Termination. Upon termination of this Agreement for any reason:

(I) Ownership: Ownership of all copyrights and the original artwork produced by Naked Marketing shall be retained by Naked Marketing:
• If the client has given fourteen (14) days written notice, the client may obtain all of the project work that has been completed up to time of cancellation of project job. Without given fourteen (14) days notice, the client is not entitled to the project work completed to-date

(II) Fees: A cancellation fee for work completed and expenses already incurred, shall be paid by the Client.
• If the project work has been completed prior to notice of termination, 100% of the fee is due.
• If the project is cancelled by the client midway without given fourteen (14) days’ notice, the client agrees to pay the hours already billed at the time of cancellation and a flat fee of $250 or 50% of the remaining hours that were expected to be completed on the project (whichever is greater).
• If the cancellation fee exceeds the deposit amount, only the difference is due. Deposits are non refundable.

(II) Continued Obligations: All accrued obligations or liabilities, and the provisions of this Agreement that by their nature are reasonably intended to endure beyond such termination, will remain in effect, including, without limitation, obligations of confidentiality, interpretive provisions, limits of liability and intellectual property rights matters.

8. Property and Ownership
(I) License to Naked Marketing: You thereby grant Naked Marketing a royalty-free, non-exclusive limited license to use, copy, distribute, transmit, display, edit, delete, publish and translate such of Your Content to the extent reasonably required by Naked Marketing to perform the Services or to enforce this Agreement.
(II): Indemnity: Without limiting any other obligation to indemnify Naked Marketing under this Agreement, You will indemnify and save harmless Naked Marketing from and against any Claims incurred by Naked Marketing relating to or arising from Your Content, including instances where the Your Content (a) infringes a third-party’s intellectual property rights, or (b) is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.
(III) Ownership: The client will hold rights to use and publish work produced. Master design files include the use of licensed tools that Naked Marketing has purchased for use, however licensing does not permit reselling of such tools, therefore ownership of master design files shall remain property of Naked Marketing. Payment and fees for the work are for the use of the final project and do not include the tools required to develop the project (ie. Abode softwares). The client may maintain users rights of all copies of stock photographs, font licensing and/or media material that may have been obtained and used on projects, if licensing permits.
(IV) Other Content: You agree that you will not acquire any right, title or interest (including any intellectual property rights) to:
(a) any third-party’s Content, other than a license from such third-party delivered to You (for which license You agree that: (i) You, and not Naked Marketing, will have the responsibility to pay licensing fees, and (ii) will be between You and the appropriate third-party); and
(b) Naked Marketing’s Content, other than a license to use Naked Marketing’s Content as contained in the Work Product.

9. Undertakings, Limitations and Dispute Resolution
A. Undertaking and Representation by you:
(I)  You have the authority and right to enter into this Agreement and to perform under it;
(II) The individual executing this Agreement on behalf of an entity warrants guarantee of the due and punctual payment and performance of all debts, liabilities, and obligations of that entity to Naked Marketing whenever, however, or wherever incurred, and any ultimate unpaid balance thereof.
(III) Legality: to your knowledge, Work will not infringe the intellectual property rights of any third parties and will be in full compliance with all applicable laws, regulations and ordinances;
(IV) Use: You will use Work and anything derived from it solely in accordance with this Agreement and in compliance with any documentation or instructions provided by Naked Marketing; and
(V) General Indemnification: You will undertake to defend, indemnify, and hold harmless Naked Marketing from and against any and all claims, actions, proceedings, suits, causes of action (Including, without limitation, those sounding in contract, tort, and breach of fiduciary duty), liabilities, demands, debts, losses, damages (actual, consequential, or incidental), settlements, charges, penalties, fines, costs, amounts paid to satisfy as judgment, or expenses (including, without limitation, actual legal fees and reasonable litigation disbursements) of every kind, whether known or unknown, (“Claims”) incurred by You or Naked Marketing arising out of this Agreement. Naked Marketing, in turn will undertake similar actions, specific to products and services provided under this agreement.

10. Confidentiality and Protection
Each party agrees to protect the other party’s trade secrets, financial information (including, without limitation, costs, pricing, profit or margin information) employees’ information (including, without limitation, skills and remuneration), customer lists, suppliers, inventions, know-how, formulas, specifications, instructions, products or devices, research and developments information, testing benchmarks, marketing strategies, future business plans, methods of operation, and any other information that should reasonably be understood to be confidential or proprietary (“Confidential Information”), as well as the Confidential Information belonging to other party’s clients, to the same extent and in the same manner as each party protects its own Confidential Information, but each party agrees (I) that in no event will less than reasonable care be used and (II) to not use the Confidential Information of the other party except in connection with the performance of its obligations under this Agreement.

11. Modifications
This Agreement sets forth the entire agreement, and supersedes and replaces any and all prior agreements and discussions between the parties, whether written or oral, regarding the subject matter hereof. No modifications to this Agreement will be effective unless in writing signed by both parties. This Agreement will be binding upon and ensure to the benefit of each party and their respective successors and permitted assigns.

12. Acceptance of terms
The action of the sending and receipt of this agreement via electronic method (Checking the box next to “Yes, I accept the consulting agreement terms”) will hold both parties in acceptance of these terms. Naked Marketing as sender and the client as recipient will acknowledge acceptance of these terms either through an e-mail noting acceptance or acceptance is acknowledged at the beginning of any work on said project. Electronic signatures shall be considered legal and binding.