Agency Agreement

Agreement between Guzman Labs (“Agency”) and (“Client”).

Section 1

1.1 Appointment

Client appoints Agency as Client’s exclusive creative agency in connection with the products and/or services enumerated in Section 2 of Client for a term (“Term”) as hereinafter provided.

1.2 Scope of Creative Services

Agency will provide Client with the marketing and creative services provided in Section 2, attached hereto. Should Client request Agency to perform additional services beyond what is provided in Section 2, Agency and Client will negotiate in good faith with respect to the terms, conditions, and compensation for such additional services. Any agreement for additional services will be set forth in writing and considered an addendum to this Agreement.

1.3 Ownership

All campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, patent, or similar protection (collectively, the “Work Product”) produced by Agency are the property of the Client provided: (1) such Work Product is accepted in writing by the Client by ; and (2) Client pays all fees and costs associated with creating and, where applicable, producing such Work Product. Work Product that does not meet the two foregoing conditions shall remain Agency’s property. Agency reserves the right to use and display work in portfolio as sample of work produced so long as it does not violate the Client’s confidentiality.
Notwithstanding the foregoing, it is understood that Agency may, on occasion, license materials from third parties for inclusion in Work Product. In such circumstances, ownership of such licensed materials remains with the licensor at the conclusion of the term of the license. In such instances, Client agrees that it remains bound by the terms of such licenses. Agency will keep Client informed of any such limitations.

1.4 Term

The term of this Agreement shall commence on and shall continue until terminated by either party upon thirty (30) days’ prior written notice (“Notice Period”), provided that this Agreement may not be terminated effective prior to the expiration of months () from the Commencement Date. Either party may terminate this contract within the first thirty (30) days (“Grace Period”) provided that all payments and commitments assigned to that period are fulfilled and written notice is given within the Grace Period. Notice shall be deemed given on the day of mailing or, in case of notice by email, on the day it is sent with the email company for transmission. During the Notice Period, Agency’s rights, duties, and responsibilities shall continue.
Upon termination, Agency will transfer and/or assign to Client: (1) all Work Product in Agency’s possession or control belonging to Client, subject, however, to any rights of third parties; and (2) all contracts with third parties, including advertising media or others, upon being duly released by Client and any such third party from any further obligations. Client recognizes that Agency is a signatory to certain union agreements covering talent used in broadcast materials, which generally cannot be assigned except to signatories to such collective bargaining agreements governing the services rendered by such talent.

1.5 Billing & Payment Procedures

Agency will invoice Client for all media and third-party costs sufficiently in advance of the due date to permit payment by Client to Agency in order to take advantage of all available cash discounts or rebates.

• The cost of production materials and services shall be billed by Agency upon completion of the production job, or upon receipt of supplier invoice prior thereto.
• All invoices shall be rendered on completion of work or, in the case of a retainer, on the first of the month unless otherwise stipulated and will be payable within 15 days.
• Interest will be charged on overdue invoices at a rate of 25% percent per annum, or the maximum permitted by law, whichever is less.

1.6 Confidentiality & Safeguard of Property

Client and Agency respectively agree to keep in confidence, and not to disclose or use for its own respective benefit or for the benefit of any third party (except as may be required for the performance of services under this Agreement or as may be required by law), any information, documents, or materials that are reasonably considered confidential regarding each other’s products, business, customers, clients, suppliers, or methods of operation; provided, however, that such obligation of confidentiality will not extend to anything in the public domain or that was in the possession of either party prior to disclosure. Agency and Client will take reasonable precautions to safeguard property of the other entrusted to it, but in the absence of negligence or willful disregard, neither Agency nor Client will be responsible for any loss or damage.

1.7 Indemnities

Agency agrees to indemnify and hold Client harmless with respect to any claims or actions by third parties against Client based upon material prepared by Agency, involving any claim for libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright, except where any such claim or action arises out of material supplied by Client to Agency.
Client agrees to indemnify and hold Agency harmless with respect to any claims or actions by third parties against Agency based upon materials furnished by Client or where material created by Agency is substantially changed by Client. Information or data obtained by Agency from Client to substantiate claims made in advertising shall be deemed to be “materials furnished by Client.” Client further agrees to indemnify and hold Agency harmless with respect to any death or personal injury claims or actions arising from the use of Client’s products or services.

1.8 Commitments to Third Parties

All purchases of media, production costs, and engagement of talent will be subject to Client’s prior approval. Client reserves the right to cancel any such authorization, whereupon Agency will take all appropriate steps to effect such cancellation, provided that Client will hold Agency harmless with respect to any costs incurred by Agency as a result.
If at any time Agency obtains a discount or rebate from any supplier in connection with Agency’s rendition of services to Client, Agency will credit Client or remit to Client such discount or rebate.

For all media purchased by Agency on Client’s behalf, Client agrees that Agency shall be held solely liable for payments only to the extent proceeds have cleared from Client to Agency for such media purchase; otherwise, Client agrees to be solely liable to media (“Sequential Liability”). Agency will use its best efforts to obtain agreement by media to Sequential Liability.

1.9 Independent Third Party

It is understood and agreed that the Agency is independent in the performance of this Agreement, that the Agency shall perform the Services under the control of the Client as to the result of such activity only and not as to the means by which such result is accomplished and that the Agency is providing Services on a full time basis. The Agency is not an employee of the Client, and has no authority whatsoever to bind the Client by contract or agreement of any kind other than as expressly provided under the terms of this Agreement. The Client shall not withhold federal or state/provincial income taxes or any other amounts from the Agency’s fees payable hereunder. The Client acknowledges and agrees that the Agency shall act on behalf of the Client but will not be liable for payment of media and purchases placed on behalf of Client but for which the Agency has not been paid by Client.

1.10 Amendments

Any amendments to this Agreement must be in writing and signed by Agency and Client.

1.11 Notices

Any notice shall be deemed given on the day of mailing or, if notice is by telegram, e-mail, or fax, on the next day following the day notice is deposited with the telegraph company for transmission, or e-mailed or faxed.

1.12 Governing Law

This Agreement shall be interpreted in accordance with the laws of the State of Florida without regard to its principles of conflicts of laws. Jurisdiction and venue shall be solely within the State of Florida.

Section 2

Smile.

All work is guaranteed to be as specified and completed with care.

IN WITNESS WHEREOF, Agency and Client have executed this Agreement.