TERMS & CONDITIONS

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This Services Agreement, hereinafter referred to as "Agreement," is entered into and made effective as of the date set forth at the end of this document by and between the following parties:

1. […], hereinafter referred to as “Client”

and

1. MOVMNT Digital Studio LLC, hereinafter referred to as the “Company”

 

Company and Client may be referred to individually as "Party" and collectively as the "Parties."

 

WHEREAS:

1. Company provides media editing, animation, graphic design and management for online content creators and businesses;

2. Client requires personnel of specific knowledge and expertise in this field and intends to buy services from Company, as described further under this Agreement;

3. Company, as an independent contractor, has offered and represented that it is able and willing to provide such services as per the requirements of Client;

 

NOW THEREFORE IN CONSIDERATION of the promises and the agreements, undertakings, and covenants are hereinafter written, the parties hereby mutually agree as follows:

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Scope of Services

 

1. Company will provide services as per the requirements of the Client, having the following deliverables:

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1. Company shall comply with all laws, rules, regulations, and executive directives in the performance of this Agreement.

2. Company shall do whatever else is reasonably expected in order to perform their obligations under this Agreement.

 

Remuneration for the Services

 

1. For the Services provided by Company to the Client, Company shall be entitled to receive a total remuneration of USD […].

2. Unless otherwise agreed upon, Client shall pay Company the amount of USD […] (50% non-refundable deposit) prior to the commencement of the performance of any Services under this Agreement, as an advance payment.

3. Client shall make payment on the basis of the invoice sent by Company within 5 days as of its receipt.

 

Timeline 

 

1. Unless otherwise agreed upon, Company shall deliver the Services within […] days from the conclusion of this Agreement.

2. Unless otherwise agreed upon, Client shall be entitled to request 2 revisions of the Services.

3. Given the nature of the Services, no refunds shall be provided by Company.

 

Client Materials

 

1. For purposes of this Agreement: “Client Materials” means any equipment or other tangible materials, software, documentation, methodologies, know how, processes, techniques, ideas, concepts, technologies, data and/or any other information that are provided by Client to Company in connection with any Schedule. 

2. If Client provides Company any Client Materials in connection with any Schedule, then Client hereby grants Company a non-exclusive, personal, non-transferable, non-assignable license to (during the term of such Schedule and subject to any additional terms and conditions in any license or other agreement provided by Client with such Client Materials) internally use, modify and create derivative works of such Client Materials for the sole purpose of, and solely to the extent strictly necessary for, performing the Services under such Schedule. 

3. Any modifications, enhancements, and/or derivative works Company makes of Client Materials will constitute Services assigned to Client under this Agreement. 

4. Client retains all right, title and interest in the Client Materials. The Client Materials constitute Client Confidential Information. However, Company does not assume the risk of loss, damage, unauthorized access and/or use, theft and/or disappearance of Client Materials in Company’s care, custody or control. 

5. Company will not remove, alter or obscure any markings identifying Client Materials as Client property or proprietary or confidential to Client. 

 

Duration of the Agreement

 

1. This Agreement shall come into effect immediately on the date of signing the agreement and shall remain in full force and effect until the Services are fully rendered and accepted by the Client.

 

Status of Company. Working relationship

 

1. It is the express intention of Client and Company that Company shall perform the Services as an independent contractor. 

2. Nothing in this Agreement shall in any way be construed to constitute Company as an agent, employee or representative of Client. 

3. Without limiting the generality of the foregoing, Company is not authorized to bind Client to any liability or obligation or to represent that Company has any such authority. 

4. It is expressly understood and agreed that the services to be rendered by Company to Client under the provisions of this Agreement are not to be deemed exclusive, and Company shall be free to render similar or different services to third parties.

 

Company’s representations and warranties

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Company represents and warrants that:

1. Company has full and exclusive right and power to enter into and perform according to the terms of this Agreement;

2. The Services as delivered to Client do not infringe or misappropriate any copyright, patent, trade secret, trademark, or other proprietary right held by any third party and are free of any lien, claim, security interest or encumbrance;

3. The Services will meet the specifications described, will be complete and accurate, and will comply with all applicable laws and regulations;

 

Ownership of work

 

1. All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Company during the course of performing any work for the Client (collectively the "Work Product") shall belong exclusively to Client and shall, to the extent possible, be considered a work made for hire. 

2. Company automatically assigns, and shall assign at the time of creation of the Work Product, without any requirement of further consideration, any right, title, or interest the Company may have in such Work Product, including any copyrights or other intellectual property rights pertaining thereto. 

3. As an exception, Company shall retain the right to use the Work Product for promotional purposes, namely to display the Work Product on its website, materials, portfolios etc.

 

Termination

 

1. Either party may terminate this Agreement if the other party is in material breach or default of any obligation that is not cured within thirty (30) calendar days’ notice of such breach. 

2. Termination of this Agreement shall not affect the already outstanding obligations between the parties at the time of the notice.

3. Upon cancellation of this Agreement, the Client will be responsible for all expenses incurred prior to contract termination. 

4. Upon termination, the deposit shall remain with the Company.

 

Privacy and Confidentiality

 

1. The term "Confidential Information" shall include any proprietary information, in whatever form, that:

1. is provided by the Parties under this Agreement, including information regarding a Party's businesses, finances, prospects, operations, products, employees, technologies, contact lists, and financial models (including not only written information but also information transferred verbally, visually, electronically, or by any other means); or

2. concerns any sales that Company may aid and Client is fulfilling; or

3. consists of analysis and/or any other internal non-redacted memoranda or other documents prepared by Company derived from or including material portions of the Confidential Information.

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Confidential Information shall not include any information that:

1. is already known to the Parties at the time of its disclosure;

2. is or becomes publicly known through no wrongful act of the Parties;

3. is communicated to a third party with the express written consent of the Parties; or

4. is lawfully required to be disclosed, provided that before making such disclosure, the disclosing party shall immediately give the other party written notice and cooperate to assure confidential handling of such information.

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1. Each Party shall safeguard and keep confidential the Confidential Information obtained from the other Party and shall not disclose any Confidential Information to any other person or entity.

2. Each Party shall refrain from using Confidential Information for any purpose other than those related to the activities they engage in while fulfilling their responsibilities and obligations under this Agreement.

3. All such Confidential Information and any copies obtained thereof shall be returned to the other Party promptly upon their written request and shall not be retained in any form by the other Party.

4. Each Party acknowledges and agrees that any use or disclosure of Confidential Information by the Party in a manner inconsistent with the provisions of this Agreement may cause another Party harm which will not be compensable by monetary damages alone and, accordingly, such other Party will, in addition to other available legal or equitable remedies, be entitled to seek an immediate injunction restraining the disclosing Party from committing or continuing to commit a breach. A Party may avail itself of injunctive relief in addition and without prejudice to any other remedies available to them.

5. This section shall survive the termination or expiration of this Agreement.

 

Non-disparagement

 

1. Client agrees not to disparage or denigrate Company orally or in writing, and that neither Client nor anyone acting on its behalf will publish, post, or otherwise release any material in written or electronic format, make speeches, gain interviews, or make public statements that mentioned Company, its operations, employees, products, or services without the prior written consent of Company.

 

Miscellaneous provisions

 

Force Majeure.

-If performance of this Agreement or any other obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party's reasonable control, and if the Party unable to carry out their obligations gives the other Party prompt written notice of the circumstances, then the obligations of the Party invoking this provision shall be suspended to the event necessary by such circumstances.

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1. The term "Force Majeure" shall include, but is not limited to, acts of God, fire, explosion, vandalism, flood, storm, illness, injury, earthquake, general unavailability of essential materials, orders of military or civil authority, national emergencies, riots, strikes, lock-outs, work stoppages, or other labor disputes or supplier failures.

2. The Party excused by such events shall use all reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased.

3. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, subsidiaries, or affiliates.

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Entire Agreement

-This Agreement contains the entire Agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other Agreement, whether oral or written.

1. Waiver of Contractual Rights. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

2. Headings. The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify, or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect.

3. Amendments. This Agreement may be modified or amended if and only if the amendment is made in writing and signed by both Parties.

4. Severability. If any provision of this Agreement shall be held to be valid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

5. Assignment. This Agreement shall be binding upon and inure to the benefit of each Party's successors and assignees. Neither party may assign this Agreement, in whole or in part, without the other Party's prior written consent; provided, however, that the sale of any portion of the assets of either Party, or any of its subsidiaries, its acquisition by merger into another Client, shall not be deemed an assignment of this Agreement by such Party.