- This Online Marketing Agreement (“Agreement”) is between Riverworks Marketing Group (hereinafter referred to as RWMG) located at 500 Notre Dame Avenue, Chattanooga, Tennessee, 37412, and Your Business Name Here (hereinafter referred to as Client) located at Your Business Address Here.
- Client wishes to retain RWMG to provide custom website development and management, detailed and agreed to as set forth in Addendum A of this Agreement and incorporated as part of this Agreement. Client and RWMG agree to abide by all terms and conditions set forth in this Agreement.
- Term: The term of the agreement between the parties shall be for an initial commitment period of six (6) months. After the initial commitment period, the Agreement will continue on a month-to-month basis. Client or RWMG may terminate the Agreement at any point after the initial commitment period with 30 days’ notice.
- Performance: RWMG shall market Client’s products or services online and through other methods described in the agreement. RWMG may use any and all marketing and advertising initiatives to promote Client’s product, which shall include, but not be limited to the services outlined in the Proposal included in Addendum A to this Agreement.
RWMG agrees that it shall use commercially reasonable efforts to perform the Services (a) in compliance with the terms and conditions of this Agreement; (b) in compliance with all applicable laws, rules and regulations.
- Fees: Fees for initial website design and development are estimated at Proposed Budget. An initial deposit of TBD will be required to start the new website project and monthly progress invoices will follow on the 1st of each month and be payable by the end of the same month. Any additional payments for additional services are due within 30 days of the invoice date. If Applicable: Website hosting is $40 per month billed quarterly and includes daily backups, SSL certificate and state of the art high security servers. A courtesy fee of 3% is added for credit card payments.
Payments are due as specified above and accounts not paid in full within 10 days of the specified payment terms will be placed on hold. RWMG reserves the right to delay the delivery of services for accounts placed on hold until all payments due are received by RWMG.
If Client should default on any payment and RWMG is forced to seek other collection options, including but not limited to, an outsourced collection agency and/or legal representation, Client will be responsible for any such fees incurred by RWMG.
- Termination: (a) Termination for Breach. This Agreement may be terminated immediately: (i) by either Party, in the event of a material breach of this Agreement by the other Party that remains uncured for ten (10) days after written notice of the alleged material breach; (ii) by RWMG, in the event of a payment default of Client that remains uncured for five (5) days after written notice thereof; (iii) by either Party, in the event the other Party makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy or for reorganization or arrangement under the bankruptcy laws, if a petition in bankruptcy is filed against the other Party, or if a receiver or trustee is appointed for all or any part of the property or assets of the other Party; or (iv) by a written agreement executed by the Parties. (b)Rights Upon Termination. In the event this Agreement is terminated, Client shall pay RWMG for all Work undertaken in performance of its obligations hereunder up to the date of the termination. Such payment is due upon RWMG’s submission of an invoice that reasonably documents the extent to which performance of the Work was completed through such date of termination.
- Guarantees: RWMG does not guarantee a specific quantity or quality of inquiries or sales for Client’s products and/or services, nor that any of the prospective customers will actually purchase Client’s products and/or services. Whether the prospective customer actually purchases a product and/or service will depend solely on Client’s ability to affect a sale. RWMG relies on the accuracy of the prospective customer and thus does not guarantee that the information collected by RWMG is without error.
RWMG does not guarantee specific placement of Client in search results. RWMG will not be held liable for production delays resulting from Client delays, technical problems, or delays caused by Client vendors or employees.
- LIMITATION OF LIABILITY: NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RWMG’S TOTAL LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO RWMG HEREUNDER.
- Indemnification: Client agrees to indemnify, defend and hold harmless RWMG from any liability, loss or expense (including but not limited to court costs and attorney’s fees) arising out of Client’s use of the prospective customer information obtained by RWMG services.
RWMG agrees to indemnify Client and its directors, officers, employees and agents from and against any damages, including reasonable attorney’s fees and expenses, arising from or relating to any allegation that any content or program included in the Deliverables by RWMG (excluding any Client Content) infringes a third person’s IP Rights.
Client agrees to indemnify, hold harmless and defend RWMG and its managers, officers, employees and agents from and against any action, claim, demand or liability, including reasonable attorney’s fees and costs, arising from or relating to any allegation that any content furnished to RWMG by the Client infringes a third person’s IP Rights if used on the client’s website or any marketing campaigns.
- Confidentiality: During the course of this Agreement, information that is confidential or proprietary to one party (“Disclosing Party”) may be disclosed to the other (“Receiving Party”), including but not limited to certain confidential, proprietary and trade secret business or technical information (“Confidential Information”). Confidential Information shall not include information that the Receiving Party can demonstrate: (i) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the Receiving Party; (ii) is approved for release by written authorization of the Disclosing Party; or (iii) is disclosed pursuant to the lawful requirement of a court or governmental agency after prompt prior written notice to the Disclosing Party. Except as provided for in this Agreement, each party shall not make any disclosure of the Confidential Information to anyone, other than necessary under this Agreement, or use of the Confidential Information for any purpose, except in connection with this Agreement.
- Independent Contractor: It is expressly understood that in performing the Services and completing and delivery any Deliverables hereunder RWMG is an independent contractor, that no partnership or joint venture between the Parties is created or intended to be created hereby, and that neither RWMG nor its employees, agents or representatives are servants, agents, employees or representatives of Client. Client shall not be responsible for the payment of any taxes, benefits, workers’ compensation or unemployment compensation to RWMG or any of RWMG’s employees, officers, directors, agents or representatives or any other person or entity with which RWMG contracts in connection with the RWMG’s provision of the Services or completion of any Deliverables hereunder.
- Litigation and Applicable Law: The Agreement shall be governed by the laws of the State of Tennessee. Any controversy, claim, action or suit (“Actions”) arising out of or in relation to this Agreement or the breach thereof shall be subject to the exclusive jurisdiction of the courts of the State of Tennessee, and that any and all such Actions commenced by either RWMG or Client shall be commenced in the courts of the State of Tennessee and not otherwise. Provided, however, that the parties may mutually agree to have the Action(s) arbitrated by an arbitration company of mutual choosing in the State of Tennessee.
- Basis of the Bargain: Client acknowledges that RWMG has set its prices and entered into this Agreement in reliance upon the limitations of liability and damages and the limitations of warranties set forth herein, and that all such limitations and exclusions form an essential basis of the bargain between the Parties. The Parties agree that such limitations shall not be deemed to have caused this Agreement to fail its essential purpose.
- Force Majeure: In the event any Party is rendered unable wholly or in part by a force majeure event (as hereinafter defined) to carry out its obligations under this Agreement, other than its obligations to make payments hereunder, then the Party affected by force majeure event shall promptly give written notice to the other Party explaining such event. Following such notice, the effective obligations of the Party giving such notice shall be suspended only during the continuance of the force majeure event, provided it demonstrates continued due diligence in seeking a remedy to the cause of such event. As used in this paragraph, the term “force majeure event” shall mean, acts of God, acts of public enemies, acts of terrorism, wars, blockades, insurrections, riots, epidemics, landslides, lightening, earthquakes, fires, storms, floods, washouts, civil disturbances, explosions, labor disputes, inability with reasonable diligence to obtain materials and any other cause not within the reasonable control of the Party claiming a suspension hereof despite its due diligence.
- Severability: The foregoing provisions are severable and if any of these provisions shall be held unconstitutional or unenforceable by any court of competent jurisdiction and/or arbitration, the decision and such court or arbitrator shall not affect or impair any of the remaining provisions.
- Entire Agreement: This Agreement contains the entire Agreement of the parties. No prior or contemporaneous understanding, written or oral statement, promise or inducement was made by any party not combined herein. This Agreement shall not be modified, altered or amended except in writing signed by the parties.
Initial term commencement date: TBD
Client: Your Business Name
Signature: ____________________________________________ Date: __________
Printed Name: _________________________________________
Riverworks Marketing Group, LLC
Signature: ____________________________________________ Date: __________
Printed Name: Your Riverworks Contact’s Name
Title: Account Manager
Please execute in duplicate and return both to Riverworks Marketing Group for project activation.
Mail to: 500 Notre Dame Avenue, Chattanooga, TN. 37412. Or Email to: [email protected]
Your marketing proposal will be presented here.