AGREEMENT (“Agreement”) entered into this DATE by and between, Client Name of Client Company Name (hereinafter referred to as “Company”), and Chris Laub of Fallen Leaf Media, LLC (“Consultant”) with offices at 1623 Central Ave, Suite 145, Cheyenne, Wyoming, 82001.
WHEREAS, Company is engaged in the business of selling pet food.
WHEREAS, Company seeks to retain the services of Consultant;
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1.01 (a) Engagement: Subject to the terms of this agreement Company has hereby retained the non-exclusive services of Consultant f/s/o Chris Laub as an independent contractor as are set forth in Exhibit A, annexed hereto (the “Assignment.”)
(b) The relationship of the parties established by this Agreement is solely that of independent contractor, and nothing contained herein shall be construed to (i) give any party the power to direct and control the day‑to‑day activities of the other; or (ii) constitute such parties as partners, joint venturers, co‑owners or otherwise as participants in a joint or common undertaking; or (iii) make Consultant an agent of Company for any purpose whatsoever except as otherwise agreed in writing by the parties hereto. Consultant shall not be treated as an employee of Company for federal or state tax purposes, unemployment or disability benefits, or for any other withholding tax or insurance purposes. Consultant represents to Company that it may hold itself out as an independent contractor to other firms and companies, and may continue to do so during the term of this Agreement and thereafter. Consultant shall have no authority to bind Company to any contract or agreement unless expressly agreed to in writing.
(c) The conduct and control of the Services to be performed by Consultant under this Agreement shall lie solely with Consultant. Consultant shall perform the services in a timely, professional, and competent manner and in accordance with currently approved methods and ethical standards applicable to the performance of the Services in consultancy with Company. Consultant will perform in a manner to produce the results requested and shall endeavor to at all times further the interests of Company and enhance the image and reputation of Company. Company is interested only in the results obtained under this Agreement and, if otherwise in compliance with this paragraph, the manner and means of performing the Services shall be under the sole control of Consultant. In performing duties under this Agreement, Consultant shall comply with all applicable laws, rules, and ordinances applicable thereto.
II. OBLIGATIONS OF CONSULTANT
2.01 (a) Consultant shall expend such time and effort as are necessary to carry out the Assignment.
(b) The results and proceeds of Consultant's services hereunder shall be deemed a “work-made-for-hire” specifically ordered by Company. Consultant acknowledges and agrees that all copyrightable material, including writings, software, drawings, and designs, and all ideas, inventions, improvements, developments and discoveries made, conceived or reduced to practice by Consultant, whether individually or in collaboration with others, during the course of performance under this Agreement, are the sole property of Company; and Consultant agrees to assign (or cause to be assigned) to Company all right, title and interest in and to all such intellectual property, including without limitation any worldwide copyright(s), moral rights, patent(s) and any and all other such rights of whatever kind, and the right to obtain registrations, renewals, reissues and extensions of the same. In this regard, Consultant is executing the Assignment annexed hereto as Exhibit B.
(c) Consultant Identification: While working on this Assignment, Consultant shall not directly or indirectly state or imply that she is an employee, officer or director of Company (or its affiliates); shall not directly or indirectly state or imply that she is authorized to contractually obligate Company (or its affiliates.)
2.02 Compliance with Laws, Rules and Regulations: Consultant shall perform in strict compliance with all applicable laws and all of Company's directives.
III. COMPENSATION & EXPENSES
3.01 (a) Compensation Payable to Consultant: Consultant shall be paid in accordance with the provisions of Exhibit A, annexed hereto and made a part hereof.
4.01 Both Company and Consultant reserve the right to terminate this agreement before project initiation, as defined in Exhibit A. Given the limited timeframe in which Company is hiring Consultant to complete this project, and given the sensitive deadline in which Company requires this project to be completed, both Company and Consultant may terminate this contact with three (3) days prior notice.
4.02 Should Consultant terminate this contract for any reason, Consultant will refund Company for any work that has not been performed in accordance with the fee structure outlined in Exhibit A.
4.03 Should Company terminate this contract for any reason, Company will sacrifice all rights to reimbursement for work that has already been performed by the Consultant.
VI. CONSTRUCTION AND INTERPRETATION:
6.01 Construction & Interpretation:
(a) This Agreement is to be construed as to form, substance and procedure in accordance with the laws of California.
(b) Consultant & Company shall act in good faith and use their best efforts to comply with their obligations under this Agreement, and shall cooperate in accomplishing the purposes of this Agreement. Further, neither party shall directly or indirectly engage in any activities which would be detrimental to or interfere with the operation or reputation of the other party.
(c) Mediation/Arbitration/Attorney’s Fees: Any disputes arising under this Agreement shall be resolved first by good-faith mediation between the parties. If the dispute persists despite party attempts at mediation, the dispute shall be resolved by arbitration in Los Angeles, CA in accordance with the rules of the American Arbitration Association in Los Angeles, CA. Both parties shall be entitled to engage in all forms of discovery as permitted under California law. The prevailing party shall be entitled to recover the costs of arbitration unless otherwise determined by the arbitrator and shall be entitled to reasonable attorney’s fees as determined by the arbitrator.
(e) This Agreement constitutes the entire agreement between the parties, and there are no other oral or written understandings or agreements between Company and Consultant. This Agreement may be amended only by a written instrument signed by the parties hereto.
(f) Any notice required or permitted to be given hereunder shall be in writing and shall be served upon the other party personally, or by certified mail, return receipt requested, postage prepaid.
(g) The signatories to this agreement possess all the necessary power and authority to enter into this agreement on behalf of their organizations, and to perform the obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the entities by their signatories and constitutes a legal, valid and binding obligation of both Company and Consultant enforceable against each other in accordance with its terms.
WE HAVE READ THE FOREGOING AGREEMENT AND HEREBY AGREE TO AND ACCEPT EACH AND ALL OF THE PROVISIONS
Name: Client Name
By: Fallen Leaf Media, LLC.
Name: Christopher Laub
SimpleWag Copywriting Proposal
Objective: Research audience for organic pet food product launch. Prepare website homepage copy and email sequence to maximize sales during pet food product launch.
Proposed Solution: Run a Deep Dive Survey to SimpleWag’s existing email database for the purpose of performing market research. Analyze survey responses to isolate hyper-responder data. Use hyper-responder data to create custom tailored sales copy for the website homepage and email campaign.
Deliverables: One (1) deep dive survey analysis; one multi-page PDF report outlining findings from deep dive survey; sales copy for one (1) maximum 500-word website homepage; sales copy for three (3) sequential sales-oriented emails.
Turnaround Time: Ten (10) days from initial project kick-off. Project kick-off defined as the day the deep dive survey is sent to SimpleWag’s email database.
Expected Workflow: Launch deep dive survey and analyze all incoming data to prepare PDF report (four business days max). Chris to provide first draft of sales copy (three business days max). Chris to provide edits based on clients feedback (24 hour turnaround time).
Guarantees: Chris Laub guarantees all deliverables will be delivered within ten (10) days of project initiation. Failure to meet such deadlines will result in a penalty of 5% of the project fee, to be refunded to SimpleWag for every 24-hour period the project is delivered after the previously agreed upon deadline.
Should the Client (SimpleWag) fail to provide all requested materials within 24 hours of initial request, Chris Laub reserves the right to adjust the guaranteed deadline accordingly.
Fee: $1,500, due immediately.
Additional emails: $75/piece.