Working With Jos. Studios
Memorandum of Understanding: Version 1.0 UPDATED 8/25/2018
Because it’s exceptionally time consuming and difficult to find the most qualified resources to join our team we need to ensure our team is strong and stable so we can always be there for our other clients. Additionally, because we only hire US based talent (specifically in the Atlanta area) it becomes even more important to retain the best qualified team members.
Joseph Studios (the Contractor) and you or your organization (The Client) are then in agreement to the following terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
The Client hereby agrees to engage the Contractor to provide the Client with certain services (the “Services”):
The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
The term of this Agreement (the “Term”) will begin on the date of the first paid invoice and will remain in full force and effect for two years after the terminated of services, as provided in this Agreement.
In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
AUTHORITY TO SET WORK PRIORITIES
The Parties agree that anyone on the Client’s team is able to request Contractor resources to preform work.
Client agrees to make all work requests to the Contractor in writing.
Parties both agree that if the Client does not set an approval authority for deliverables, any member of the Client’s team then has authority to approve deliverables
Both Parties agree that if the Client does not reject deliverables within 10 business days of delivery the deliverables are then to be considered approved.
Confidential information (the “Confidential Information”) refers to any data or information relating to the Parties, whether business or personal, which would reasonably be considered to be private or proprietary to the Parties and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
The Parties agree that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which the Parties have obtained, except as authorized by the other Party or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
OWNERSHIP OF INTELLECTUAL PROPERTY
All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
RETURN OF PROPERTY
Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
- Joseph Studios
12195 Highway 92 STE 114-444, Woodstock, Ga 30188
or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Avoiding Conflict of Opportunities
It is understood and agreed that any business opportunity relating to or similar to the Contractor’s current or anticipated business opportunities coming to the attention of the Client during the Retainer is an opportunity belonging to the Contractor. Accordingly, the Client will advise the Contractor of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Contractor.
The Client understands and agrees that any attempt on the part of the Client to induce other employees or contractors to leave the Contractor’s workforce, or any effort by the Client to interfere with the Contractor’s relationship with its other employees and contractors would be harmful and damaging to the Contractor. The Client agrees that during the Retainer, and for a period of two (2) years after the end of that term, the Client will not in any way, directly or indirectly:
Induce or attempt to induce any employee or contractor of the Contractor to quit employment or retainer with the Contractor; Otherwise interfere with or disrupt the Contractor’s relationship with its employees and contractors;
Discuss employment opportunities or provide information about competitive employment to any of the Contractor’s employees or contractors; or
Solicit, entice, or hire away any employee or contractor of the Contractor for the purpose of an employment opportunity that is in competition with the Contractor.
This non-solicitation obligation as described in this section will be limited to employees or contractors who were employees or contractors of the Contractor during the period that the Client was working with the Contractor.
During the Retainer, and for two (2) years thereafter, the Client will not divert or attempt to divert from the Contractor any business the Contractor had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or expiration, as the case may be, of the Retainer.
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
This Agreement will be governed by and construed in accordance with the laws of the State of Georgia.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.