Client Agreement (Content) (Plug & Play)

This Client Agreement – Content (the “Agreement”), is between [CLIENT NAME],

with offices located at [CLIENT ADDRESS] (“Client”), and __________________________, a
company with a physical address of ____________________________________
(“Company”) (collectively, the “Parties” and each, a “Party”).

WHEREAS, the Company has certain expertise in [OUTLINE SCOPE OF EXPERTISE

i.e. advertising and marketing on social media]; and

WHEREAS, Client desires to have Company provide services to [OUTLINE GENERAL

SCOPE OF SERVICES i.e. provide social media marketing and advertising
campaigns] under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the Parties agree as follows:

1. Work to be performed and services to be rendered.

During the term of this Agreement, Company shall perform the work and render the
services set forth as the following deliverables: [TO BE EDITED AND ADJUSTED]

● 30 Instagram posts shot, edited and posted

● Monthly management of Client’s Instagram account
● Etc.

All work to be performed and services to be rendered hereunder shall be under the
general supervision of a designated Client representative.

The services to be rendered hereunder shall be performed by the Company, but

such services may be subcontracted or otherwise performed by third parties on
behalf of Company without the prior written permission of the Client.

2. Rights in the work product and background rights.

A. Company hereby grants to Client, and Client hereby accepts, an unlimited,

unrestricted, royalty-free, fully paid-up, worldwide and non-exclusive right and
license to the work product and all proprietary rights therein or based thereon

B. Company shall cooperate with Client or its designees and execute all
documents prepared by Client to affect the foregoing. Such execution shall be
at no additional compensation to Company; provided, however, Client shall
reimburse Company for reasonable out-of-pocket expenses incurred.
Client Agreement (Content) (Plug & Play)
3. Compensation.

A. As compensation in full for the successful performance of the work and

services to be performed hereunder including the grand of rights and licenses
in and to work product and background rights, Client shall pay Company a
monthly fee of $______________.

4. Terms of Payment.

A. Payment of initial fee covering the first three months shall be auto billed from
the credit card provided by Client on the signing of this Agreement.

B. Monthly fee will thereafter be auto billed at the beginning of each month
from the same credit card provided by the Client on the signing of this
Agreement.

C. All payment is final and no refunds to payment shall be granted under any
circumstances.

5. Confidentiality.

A. Company agrees that the work product is the sole and exclusive property of
the Client, and Company shall treat the work product on a confidential basis,
and not disclose it to any third party or use it for the benefit of other than the
Client. Company shall take reasonable steps and make reasonable efforts and
precautions to ensure the confidentiality of the work product.

B. Company shall treat as confidential and not disclose or use for the benefit of
any party other than the Client any and all information made available or
disclosed to Company as a result of or related to this Agreement.

C. Company agrees to inform the Client in writing immediately, in the event that
any information related to the work product is inadvertently divulged to any
third party. Such writing shall describe the work product information or
objects divulged.

D. Company agrees that, for a period of one (1) year from the date of the end of
this Agreement, or for a period of one (1) year after the date of termination of
this Agreement, Company shall hold all information related to the work
product as confidential and shall not use such information related to the work
product in any way that would be detrimental to the Client.
Client Agreement (Content) (Plug & Play)
E. Company agrees that, within seven (7) days after the term or termination of
this Agreement, Company shall return all information and objects related to
the work product to the Client.

6. Term of Agreement.

A. This Agreement shall be for a period of three months from the Effective Date,
unless terminated as provided herein.

B. After the initial three-month period, the term shall be month to month.

C. The term of any right or licenses under proprietary rights granted to Client as
a result of or related to this Agreement shall be for the full term of such
proprietary rights.

7. Warranties and representations.

A. For the term of this Agreement, that Company shall not assume any
obligation, employment or restriction that would in any way interfere or be
inconsistent with the services to be performed under this Agreement;

B. The work product is original work developed pursuant to this Agreement;

C. The work product was created solely by the Company or a subcontractor or

third party working at the direction of the Company;

D. The work product, in whole or in part, does not infringe any patents,
copyrights, trade secrets or other proprietary rights of third parties, and
Company has received no claims or charges of such infringement by the work
product or any portion thereof, and Company has no reason to believe that
the work product, in whole or in part, may infringe the patents, copyrights,
trade secrets or other proprietary rights of third parties;

E. Company has the authority to enter into this Agreement and to perform all
obligations hereunder, including, but not limited to, the grant of rights and
licenses to the work product and background rights and all proprietary rights
therein or based thereon; and

F. Company has not granted any rights or licenses to third parties under work
product or any portion thereof.

8. Termination.
Client Agreement (Content) (Plug & Play)
A. This Agreement may be terminated by either party upon the occurrence of
any of the following events, and the terminating or cancelling party shall have
no liability to the other party for the exercise of such right or termination:

1. By either party, in the event the other party has breached a covenant,
obligation or warranty under this Agreement and such breach remains
uncured for a period of thirty (30) days after notice thereof is sent to
such other party;

2. By either party, if the other party ceases to conduct business;

3. After the initial three-month period, by Client for Client’s convenience

on thirty (30) days’ prior written notice to Company.

B. In the event either party terminates this Agreement pursuant to this

Paragraph, all payment is final, and no refund will be granted.

9. Indemnification.

A. Company hereby indemnifies and agrees to defend and hold harmless the
Client, its partners, directors, officers, affiliates, employees and agents, from
and against any damages, losses, costs and expenses (including, without
limitation, attorneys’ fees) suffered by either Party, as a result of a breach of
this Agreement by Company or suffered as a result of the enforcement by the
Client of this Agreement against Company.

B. If the Client shall prevail in any action at law or in equity to enforce the
provisions of this Agreement against Company, Company shall pay the
Client’s costs and expenses (including, without limitation, attorneys’ fees)
incurred by the Client in enforcing this Agreement against Company.

C. Likewise, if the Company shall prevail in any action at law or in equity to

enforce the provisions of this Agreement against Client, Client shall pay the
Company’s costs and expenses (including, without limitation, attorneys’ fees)
incurred by the Company in enforcing this Agreement against Client.

10. Miscellaneous Provisions.

A. Entirety of Agreement. This Agreement constitutes the entire agreement of

the Parties hereto concerning the subject matter hereof and supersedes any
prior oral or written agreements pertaining to the subject matter of this
Agreement. This Agreement may not be modified, changed or discharged in
whole or in part, except in a separate agreement in writing signed by
Company and the Client.
Client Agreement (Content) (Plug & Play)
B. Severability. If any provision of this Agreement (including any sentence,
clause or word), or the application thereof to any person, place or
circumstance, shall be determined by a court of competent jurisdiction to be
invalid or unenforceable for any reason, (a) the remaining provisions of this
Agreement shall continue in full force and effect, unaffected by such
determination, (b) the court making such determination shall have the power
to, and the Parties hereby request the court to, modify such provision (by
providing for or adjusting the scope and/or duration of any rights or
restrictions or otherwise) to the minimum extent necessary so that such
provision becomes legal, valid and enforceable to the maximum extent
permitted by law and (c) such determination shall apply only in the
jurisdiction of such court and shall not alter, modify or affect such provision or
any other provision in any other jurisdiction.

C. Governing Law. This Agreement and all matters relating hereto are governed
by, and construed in accordance with, the laws of the United Kingdom,
without regard to the conflict of laws provisions of either. Any legal suit,
action, or proceeding relating to this Agreement must be instituted in the
courts located in the City of London. Each Party irrevocably submits to the
exclusive jurisdiction of such courts in any such suit, action, or proceeding.
[THIS MAY NEED TO BE ADJUSTED DEPENDING ON LOCATION AND
CHOICE OF VENUE]

D. Amendments and Modifications. No modification of or amendment to this

Agreement, nor any waiver of any rights under this Agreement, will be
binding upon either Party unless made in writing and signed by a duly
authorized representative of each Party.

E. Limitation of Relationship. Nothing contained herein shall create a joint

venture between, or partnership among the Parties.

F. Headings. The headings in this Agreement are for reference only and shall not
affect the interpretation of the Agreement.

G. Counterparts. This Agreement may be executed in counterparts, each of

which shall be deemed an original, but all of which together shall be deemed
to be one and the same agreement. A signed copy of this Agreement
delivered by facsimile, email, or other means of electronic transmission shall
be deemed to have the same legal effect as delivery of an original signed copy
of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as later of
the two dates below, that date being the Effective Date.

COMPANY CLIENT
Client Agreement (Content) (Plug & Play)

By __________________________ By __________________________
Date ________________________ Date ________________________