Master Subscription Agreement
SOCIAL MEDIA BROADCASTING SUBSCRIPTION AGREEMENT
This Social Media Broadcasting Subscription Agreement (“Agreement”) is made and entered into as of [insert date of subscription payment] by and between [insert client name here] (the “Company”) located at [insert client address here] and Cascade Professional Trust, LLC, a Nevada limited liability corporation (the “Consultant”), dba (“doing business as”) WorldClass Brand Management and WorldClassID. The Company desires to retain the Consultant as an independent contractor to perform certain services for the Company and the Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:
1. SERVICES AND COMPENSATION
(a) The Consultant agrees to perform services for the Company to achieve the deliverables as described in Exhibit A (“Services”).
(b) The Company agrees to pay The Consultant the compensation set forth in Exhibit A for the performance of the Services.
(a) “Confidential Information” means any Company or Consultant proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information relating to the Company or Consultant, directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.
(b) The Company and Consultant agrees that they shall not, during or subsequent to the term of this Agreement, use the Confidential Information of the other party for any purpose whatsoever other than the performance of the Services on behalf of the Company or disclose the Confidential Information to any third party, and it is understood that said Confidential Information shall remain the sole property of the respective Party. The Parties further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Confidential Information does not include information which (i) is known to either Party at the time of disclosure to the other Party as evidenced by written records of each, (ii) has become publicly known and made generally available through no wrongful act of the Party or (iii) has been rightfully received by the Party from a third party who is authorized to make such disclosure. Without the Consultant’s prior written approval, the Company will not directly or indirectly disclose to anyone the existence of this Agreement or the fact that the Consultant has this arrangement with the Company.
(c) The Consultant agrees that the consultant will not, during the term of this Agreement, improperly use or disclose any proprietary information or trade secrets of any former or current employer or other person or entity with which the Consultant has an agreement or duty to keep in confidence information acquired by The Consultant in confidence, if any, and that The Consultant will not bring onto the premises of the Company any unpublished document or proprietary information belonging to such employer, person or entity unless consented to in writing by such employer, person or entity. The Consultant will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys fees and costs of suit, arising out of or in connection with any violation or claimed violation of a third party’s rights resulting in whole or in part from the Company’s use of the work product of The Consultant under this Agreement.
(d) The Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Consultant agrees that the Consultant owes the Company and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.
(e) Upon the termination of this Agreement, or upon the Company’s earlier request, the Consultant will deliver to the Company all of the Company’s property or Confidential Information in tangible form that the Consultant may have in the Consultant’s possession or control.
3. CONFLICTING OBLIGATIONS
(a) The Consultant certifies that the Consultant has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude the Consultant from complying with the provisions hereof, and further certifies that the Consultant will not enter into any such conflicting Agreement during the term of this Agreement.
(b) In view of the current consulting engagements and ongoing business with other clients by Consultant, the Company understands and agrees that Consultant shall be allowed to complete these work assignments remotely and will not likely work on location at the Company. The Consultant shall not be obligated to report or project any level of hours worked per week for the Company and shall only be required to use reasonable effort to complete the specifically outlined scope of service for the Company. Consultant shall not use the Company resources for completion of any consulting outside of this agreement.
4. TERM AND TERMINATION
(a) This Agreement will commence on the date first written above and will continue until the earlier of (i) final completion of the Services, (ii) one (1) year, or (iii) earlier termination as provided below.
(b) Either party may terminate this Agreement upon giving thirty days prior written notice thereof to the other party. Any such notice shall be the applicable address shown below or such other address as either party may notify the other of and shall be deemed given upon delivery if personally delivered, or forty-eight (48) hours after deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested.
(c) Upon such termination all rights and duties of the parties toward each other shall cease except:
(i) that the Company shall be obliged to pay, within ten (10) days of the effective date of termination, all amounts owing to the Consultant for the balance of the annual unpaid Services and related expenses, if any, in accordance with the provisions of Section 1 (Services and Compensation) hereof. Termination of the contract by the Company does not remove the obligation to pay Consultant for the full amount of the contract; and
(ii) Section 2 (Confidentiality) and Section 3 (Conflicting Obligations) shall survive termination of this Agreement.
Neither this Agreement nor any right hereunder nor may interest herein be assigned or transferred by the Consultant without the express written consent of the Company.
6. INDEPENDENT CONTRACTOR
Nothing in this Agreement shall in any way be construed to constitute the Consultant as an agent, employee or representative of the Company, but the Consultant shall perform the Services hereunder as an independent contractor with all payments being made to Cascade Professional Trust, LLC. The Consultant agrees to furnish (or make available for the benefit of the Company) all tools and materials necessary to accomplish this contract, and shall incur all expenses associated with performance, except as expressly provided on Exhibit A of this Agreement. The Consultant acknowledges and agrees that the Consultant is obligated to report as income all compensation received by the Consultant pursuant to this Agreement, and the Consultant agrees to and acknowledges the obligation to pay all self-employment and other taxes thereon.
The Consultant acknowledges and agrees, and it is the intent of the parties hereto, that the Consultant receives no benefits from the Company, either as an independent contractor or employee. If the Consultant is reclassified by a state or federal agency or court as an employee for tax or other purposes, the Consultant will become a non-benefit employee and will receive no benefits from the Company, except those mandated by state or federal law, even if by the terms of the benefit plans or programs of the Company in effect at the time of such reclassification the Consultant would otherwise be eligible for such benefits.
8. ARBITRATION AND EQUITABLE RELIEF
(a) Except as provided in Section 8(d) below, the Company and the Consultant agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement shall be settled by binding arbitration to be held in Henderson County, Nevada, in accordance with the Commercial Arbitration Rules, supplemented by the Supplemental Procedures for Large Complex Disputes, of the American Arbitration Association as then in effect (the “Rules”). The arbitrator may grant injunctions or other relief in such dispute or controversy in the same capacity and power as those of a judge in a civil court. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction.
(b) The arbitrator(s) shall apply Nevada law to the merits of any dispute or claim, without reference to conflicts of law rules. The arbitration proceedings shall be governed by federal arbitration law and by the Rules, without reference to state arbitration law. The Consultant hereby consents to the personal jurisdiction of the state and federal courts located in Nevada for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants.
(c) The Company and the Consultant shall each pay one-half of the costs and expenses of such arbitration and each shall separately pay its counsel fees and expenses.
(d) The Company agrees that it would be impossible or inadequate to measure and calculate the Consultant’s damages from any breach of the covenants set forth in Sections 2 or 3 herein. Accordingly, the Company agrees that if the Company breaches Section 2 or Section 3, the Consultant will have available, in addition to any other right or remedy available, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of any such provision. The Company further agrees that no bond or other security shall be required in obtaining such equitable relief and the Company hereby consents to the issuances of such injunction and to the ordering of such specific performance.
(e) THE COMPANY HAS READ AND UNDERSTANDS SECTION 8, WHICH DISCUSSES ARBITRATION. THE COMPANY UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, THE COMPANY AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF, EXCEPT AS PROVIDED IN SECTION 8(d), TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF THE COMPANY RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE RELATIONSHIP BETWEEN THE PARTIES.
9. GOVERNING LAW
This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of Nevada.
10. ENTIRE AGREEMENT
This Agreement is the entire agreement of the parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof. This Agreement may only be amended in a writing executed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
I am 18 years of age or older and I am competent/authorized to contract in my own name and/or on behalf of the Company. I have read this Agreement, including the release included in Exhibit A below before signing. I fully understand the contents, meaning and impact of this Agreement, including the releases. I understand that I am free to address any specific questions regarding this Agreement and releases by submitting those questions in writing prior to signing, and I agree that my failure to do so will be interpreted as a free and knowledgeable acceptance of the terms of this Agreement and releases.
THE CONSULTANT THE COMPANY
By: /Kendell Lang/ By:
Title: /Brand Manager/ Title:
SERVICES AND COMPENSATION
1. Contact. The principal Company contact:
Name: Title: Address:
The Consultant – Account Executive contact:
Name: To be assigned Title: Account Executive Phone: 760.445.3315
2. Scope of Services.
WorldClassID Brand Channel(TM) Management Subscription Service [insert domain name/URL here] WorldClassID is a Monthly Subscription Service providing social media broadcasting. We provide the following list as a summary of the client on-boarding and ongoing monthly service: 1) We will send you a WorldClassID Customer Assessment form. It is your responsibility to complete that document and return that to WorldClass. 2) We will collect all required information to produce a Keyword Assessment. This keyword assessment is for the WorldClassID social media broadcasting service ONLY and is not a keyword assessment or SEO analysis of the company website. Any SEO consulting work on the Company’s core website is OUTSIDE the scope of this agreement. 3) We will collect all required information to produce a Website Assessment. This is a high level review of the current information architecture of your Company website, with observations and recommendations, if any. 4) Performance Reporting: We will provide a baseline Visibility Report for the current Company website for the agreed upon keywords as listed in the Customer Assessment form. We will periodically (not less than once per quarter) provide Visibility Reports to the Company which will provide updated ranking reports for those same keywords with the social content published by WorldClassID and how that content distribution has impacted ranking in Google, Ask, AOL, MSN and Yahoo. Consultant is NOT reporting on website traffic to the Company website or doing any analytics on the Company website which remains the responsibility of the Company. 5) We will receive from the Company all Content related to your Brand, including but not limited to; a) Company Marketing Materials, narrative content describing the Vision, Mission, Objectives, Product and/or Service. b) Company Graphic Materials, logos, photographs, .pdf documents, white papers, press releases or graphics. c) Company video productions d) Company PowerPoint presentations 6) We will create, collect and manage all of your social media profiles in one location. 7) We will receive weekly Content from you in the form of Press Releases, Subject Matter Articles or Blog Content, collectively referred to as “Articles.” We will publish any four (4) Articles that are submitted by you across the SocialSphere via the WorldClassID social media broadcast service, including but not limited to the following major categories: a) Top Social Networking Sites i) Create unique Brand Name account ii) Obtain Content from Client (company profile, background, services) iii) Publish content weekly (minimum one new posting per week) b) Top Blog Sites i) Create unique Brand Name account ii) Obtain Content from Client (company whitepapers, subject matter stories, unique industry services) iii) Publish content weekly (minimum one new posting per week) c) Top Video Sharing Sites i) Create unique Brand Name account ii) Obtain Content from Client (company video, promo video, service video) iii) Publish content periodically (maintain video accounts with periodic content modification) d) Top Social Bookmarking Sites i) Create unique Brand Name account ii) Obtain Content from Client (company whitepapers, subject matter stories, unique industry services) iii) Publish content weekly (minimum one new posting per week) e) Top Photo Sharing Sites i) Create unique Brand Name account ii) Obtain Content from Client (company photos, portfolio photos, employee photos, event photos) iii) Publish content weekly (minimum one new posting per week) f) Top Professional Networking Sites i) Obtain Content from Client (resume, bio, CV, articles) ii) Obtain Existing Account Access (Create New if required) iii) Review and Optimize Existing Accounts (Post content to New) g) Top Press Release Sites i) Obtain Content from Client (press releases, at least once per month). ii) Obtain Existing Account Access (Create New if required) iii) Distribute Press Releases (minimum once per month, maximum 4 per month)
3. Content License, Release and Waiver.
Consultant is hereby authorized to create and maintain a variety of social networking/blog/websites featuring THE COMPANY’S talking points on topical subjects, create and issue press releases as needed to promote and increase the visibility of THE COMPANY and their activities, provide social media marketing for THE COMPANY so as to create a demand for various services, provide counsel and advice in order to increase the visibility and enhance the overall search engine positioning of THE COMPANY as an expert in their field, create and help implement strategies that will aggrandize the corporate/personal brand of THE COMPANY. THE COMPANY agrees to make an authorized representative and related content available as needed to Consultant for the fulfillment of the contracted activities. Consultant shall not be responsible for completion of said scope of services if the Company does not provide the required content in a timely manner, and no deduction or offset in fees to Consultant shall be allowed in the event the Company does not provide said content in a timely manner. Consultant is not creating any original content, and is authorized to rework, modify, amend or change the Company’s content at Consultant’s sole discretion so long as such changes are related to keyword optimization and the content is not misrepresented.
The Company grants permission to Consultant and its agents, employees or assigns, the irrevocable right to use the content provided by the Company as identified and supplied by the Company for use in any WorldClassID social media publication, and to use the content in electronic versions of the same publications or on web sites or other electronic form or media so long as this Agreement is in force.
The Company hereby waives any right to inspect or approve the finished content or electronic matter that may be used in conjunction with them now or in the future, whether that use is known to the Company or unknown, and the Company waives any right to royalties or other compensation arising from or related to the use of the content within the scope of the WorldClassID social media broadcasting service. Upon termination of this Agreement, the Consultant shall have no responsibility or obligation to return or delete any content from across the social networking sphere, and Consultant is granted a perpetual, non-exclusive content license and released from any obligation to manage any Company content.
The Company hereby agrees to release, defend, and hold harmless the Consultant and its agents, employees or assigns, including any firm publishing and/or distributing the finished product in whole or in part, whether on paper or via electronic media, from and against any claims, damages or liability arising from or related to the use of the content, including but not limited to any misuse, distortion, blurring, alteration, optical illusion or use in composite form, either intentionally or otherwise, that may occur or be produced in taking, processing, reduction or production of the finished content, its publication or distribution.
4. Compensation. Base Compensation: Consultant shall be paid the sum of [dollar amount as selected in the Subscription Payment Package ($per package selection) per month per account, payable in advance on the 1st of every month, with a minimum one (1) year term. The Company shall pay this full amount ($per package selection per month) to Consultant on a 1099 Independent Contractor basis (payable to Cascade Professional Trust, LLC), with no deductions or offsets required for state and federal withholding tax, social security or any other employment taxes and payroll deductions, with . Consultant acknowledges and agrees that it is the sole responsibility of Consultant to report as income its compensation received from the Company and to make the requisite tax filings and payments to the appropriate federal, state or local tax authority. No part of Consultant’s compensation shall be subject to withholding by the Company for the payment of social security, unemployment, or disability insurance or any other similar state or federal tax obligations.